betex india ltd Directors report

Dear Members,

Your Directors are pleased to present the Thirty Sixth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

OPERATIONAL & FINANCIAL HIGHLIGHTS

The Management Discussion and Analysis Report for financial year ended March 31, 2023 on standalone basis is part of the Integrated Annual Report and explains the operating and financial performance of the business for the year.

Summary of the Financial Statements of the Company for the year under review is as under:

( in Lakhs except per share data)

Particulars	2022-23	2021-22
Sales & Income from operations	7459.97	5738.04
Other Income	21.90	98.99
Profit before Financial cost , Depreciation and Exceptional items & Tax (EBIDTA)	536.34	134.03
Finance Cost	38.80	7.76
Depreciation	69.15	67.89
Profit before Tax	428.39	58.37
Provision for Taxation	-	-
Current tax	106.81	9.11
Mat Credit	1.96	10.13
Deferred Tax	3.50	-1.77
Profit after Tax	316.12	40.92
Taxation for previous year	-	-
Profit available for appropriation	316.12	40.92
Dividend on Equity & Pref. Shares	-
Transfer to General Reserve	33.44	33.44

Income from operation of the company has increased from 5837.04 Lacs to 7481.87 Lacs. EBIDTA has been increased from 134.03 Lacs to 536.34 Lacs and Net profit after Tax has been increased from 40.92 Lacs to 316.44 Lacs in comparison to previous year. Our earning per shares stand at 21.07/-.

DIVIDEND

In order to conserve the resources by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors have decided not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2023.

The Dividend Distribution Policy of the Company adopted by Board at its meeting held on Monday, April 11, 2022 and the same is available on the website of the Company at www.betexindia.com and contents of the Dividend Distribution Policy are annexed as

Annexure-5 and forms an integral part of this Report. The Policy has been uploaded on Companys website at https://www.betexindia.com/pdf/DividendDistributionPolicy.pdf in terms of the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015].

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company during the year under review.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserves for the year under review. Rationalisation and streamlining of operations to bring about efficiencies and reducing costs remains a top priority for the Company. Your Company builds businesses with long-term goals based on its intrinsic strengths in terms of its brands, manufacturing prowess, distribution strengths and customer relationships.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2023 stood at 1.50 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company held instruments convertible into Equity Shares of the Company.

DEPOSITORY SYSTEM

As members are aware, the companys shares are compulsorily tradable in the electronic form. As on March 31, 2023 almost 78.11% of the Companys total paid-up capital representing 15,00,000 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Companys Board is duly constituted and is in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

(A) DIRECTORS

Sl No. Name of the Directors	Designation & Category	Reasons and date of appointment / re- appointment / resignation / retirement
1 Mr. Maheshkumar somani	Non-Executive Director	Mr. Maheshkumar somani (DIN: 00106449), Non- Executive Director of the Company, has been re- appointed as Non-Executive director of the company for a term of 3 years w.e.f. 29.09.2022
2 Mr. Manish Somani	Whole-Time Director and CFO	Re-appointed as a Whole-time Director pursuant to Section 196,197,203 of the Act at the 33rd AGM held on September 30, 2020 for a period of 5 years with effect from 01/04/2020.
3 Mr. Ritesh Somani	Whole-Time Director	Re-appointed as a Whole-time Director pursuant to Section 196,197,203 of the Act at the 33rd AGM held on September 30, 2020 for a period of 5 years with effect from 01/04/2020.
4 Mr. Mangilal Sukhlal Lahoti*	Non-Executive independent Director	Re-appointed as a Non-Executive Director independent Director pursuant to Sections 149,150,152 read with Schedule IV of the Act at the 33rd AGM held on September 30, 2020 for a period of 5 years with effect from 30/03/2020.
5. Mrs. Deepa Agarwal	Non-Executive independent Director	Re-appointed as a Non-Executive Director independent Director pursuant to Sections 149,150,152 read with Schedule IV of the Act at the 33rd AGM held on September 30, 2020 for a period of 5 years with effect from 30/03/2020.
6. Mr. Hanumansingh Shekhawat	Non-Executive independent Director	Appointed as a Non-Executive Director independent Director pursuant to Sections 149,150,152 read with Schedule IV of the Act at the EGM held on May 06, 2022 for a period of 5 years with effect from 10/02/2022.
7. Mr. Maheshkumar Rameshwarlal Tiwari**	Non-Executive independent Director	Appointed as a Non-Executive independent Director pursuant to Sections 149,150,152 read with Schedule IV of the Act at the 35th AGM held on September 29, 2022 for a period of 5 years with effect from 25/08/2022.

* Mr. Mangilal Sukhlal Lahoti (Din No.: 00234817) has given resignation as Non-Executive Independent Director of the company w.e.f. the closure of business hours on August 25, 2022. ** Mr. Maheshkumar Rameshwarlal Tiwari appointed as an Additional Director of the company w.e.f. August 25, 2022 an reappointed at Cpmpanys 35th Annual General meeting for the Period of 5 years.

Brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the Explanatory Statement to the Notice convening the AGM.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and they have registered their names in the Independent Directors Data Bank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.

(B) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of section 203 of the Companies Act, 2013 read with rules framed thereunder, the following persons are the key Managerial Personnels of the company.

1) Mr. Ritesh Somani, Whole-time Director

2) Mr. Manish Somani, Chief Financial Officer

3) Ms. Priyanka Gohel, Company Secretary & Compliance Officer

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION POLICY

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement (as may be amended from time to time).

REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The Remuneration Policy and Board Diversity Policy is available on the website of the Company at https://www.betexindia.com/pdf/Nomination_Remuneration_and_Evaluation_Policy.PDF and https://www.betexindia.com/pdf/Policy_on_Board_Diversity.PDF

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company https://www.betexindia.com/pdf/FamiliarisationProgrammeforIndependentDirectors%20(2).pdf .All new Independent Directors (IDs) included in the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders

Relationship, and Corporate Social Responsibility Committees and that of the individual Director.

The evaluation process covered the aspects which included Board structure and composition, frequency of Board meetings, participation in the long term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and committee meetings. The result of the evaluation is satisfactory and meets the requirement of the Company.

MEETINGS OF THE BOARD & COMMITTEES

The Board meets at regular intervals, with gap between two meetings not exceeding 120 days during the year under review. The Board has four committees namely Audit Committee (AC), Nomination and Remuneration Committee (NRC), Corporate Social Responsibility Committee (CSRC), Stakeholders Relationship Committee (SRC).

A) BOARD MEETINGS:

The Board of Directors met Seven times during the financial year ended 31st March, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made there under. .

B) COMMITTEE MEETINGS:

AUDIT COMMITTEE

The Audit committee (AC) has been re-constituted by the Board on 25 August, 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Chairman of the Audit Committee and inducting Mr. Hanumansingh Shekhawat, Independent Director as new member of the committee. Now, Audit Committee of the Board comprises w.e.f August 25, 2022 is as below:

Sr. No. Committee Members	Status in Committee	Category
1. Mrs. Deepa Dinesh Agarwal	Chairperson	Non- Executive & Non-Independent
2. Mr. Hanumansingh Shekhawat	Member	Non- Executive & Non-Independent
3. Mr. Mahesh Somani	Member	Non- Executive Director

All recommendations made by the Audit Committee were accepted by the Board during the year 2022-23.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on 25 August, 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Chairman of the Nomination and Remuneration Committee and inducting Mr. Hanumansingh Shekhawat, Independent Director as new member of the committee. Now, Nomination and Remuneration Committee of the Board comprises w.e.f August 25, 2022 is as below:

Sr. No. Committee Members	Status in Committee	Category
1. Mrs. Deepa Dinesh Agarwal	Chairperson	Non- Executive & Non-Independent
2. Mr. Hanumansingh Shekhawat	Member	Non- Executive & Non-Independent
3. Mr. Mahesh Somani	Member	Non- Executive Director

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee review and ensures redressal of investor grievances. The Stakeholders Relationship committee was re-constituted by the Board on 25 August, 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Member of the Stakeholders Relationship Committee and Mr. Mangilal Lahoti Now, Stakeholders Relationship Committee of the Board comprises w.e.f August 25, 2022 is as below:

Sr. No. Committee Members	Status in Committee	Category
1. Mr. Maheshkumar Somani	Chairman	Non- Executive Director
2. Mrs. Deepa Dinesh Agarwal	Member	Non- Executive & Non-Independent
3. Mr. Ritesh Somani	Member	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Companys policy on Corporate Social Responsibility (CSRC) and the CSR activities of the company are carried out as per the instructions of the Committee. The Corporate Social Responsibility Committee was re-constituted by the Board on 25 August, 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Member of the Corporate Social Responsibility Committee and inducting Mrs. Deepa Agarwal, Independent Director as new member of the committee. Now, Corporate Social Responsibility Committe (CSRC) of the Board comprises w.e.f August 25, 2022 is as below:

Sr. No. Committee Members	Status in Committee	Category
1. Mr. Maheshkumar Somani	Chairman	Non- Executive Director
2. Mrs. Deepa Dinesh Agarwal	Member	Non- Executive & Non-Independent
3. Mr. Ritesh Somani	Member	Executive Director

The Minutes of the Committee Meetings are reviewed at by the Board at the Board Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a) Statutory Auditors

Members of the Company, at the 35th Annual General Meeting (AGM) of the Company held on September 29, 2022 had appointed M/s C.P.Jaria & Co., Chartered Accountants, Surat (Firm Registration No. 104058W) as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 35th AGM to the conclusion of 39th AGM. M/s C.P.Jaria & Co., Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

The Auditors Report for Financial Year 2022-23 a form part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remark.

b) Secretarial Auditors

Pursuant to Section 204 of the Act read with the Rules thereof, the Board of Directors had appointed M/s. Dhirren R. Dave & Co., Practising Company Secretaries (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022), Surat, Gujarat, India were appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31 March, 2023 is annexed herewith and forms part of the Annual Report as Annexure-1. There are no adverse observations in the Secretarial Audit Report which call for explanation.

The Board has re-appointed M/s. Dhirren R. Dave & Co., Practising Company Secretaries. (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022), Surat, Gujarat, India, as Secretarial Auditors of the Company for the financial year 2023-24.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

c) Internal Auditors

The Board has appointed M/s. ARVP & Co. Chartered Accountants (F.R.N. 101482W) as Internal Auditors of your company for the financial year 2022-23. The Board has re-appointed M/s. ARVP & Co. Chartered Accountants (F.R.N. 101482W) Surat, Gujarat, India, as Internal Auditors of the Company for the financial year 2023-24.

The report prepared by the Internal Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

INTERNAL FINANCIAL CONTROLS

Your Company has a well-established Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, the Report on Corporate Governance forms part of the Integrated Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure-6f.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company was required to spend 2,75,655.47/- lakhs (2% of the average net profit of the past three financial years. The total amount spent during the year was 3,82,111/-. Corporate Social Responsibility is an integral part of the

Companys ethos and policy and it has been pursuing on a sustained basis. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive and the CSR Activities undertaken by the Company were under the thrust areas are in accordance with Schedule VII of the Act and the Companys CSR policy.

In order to incorporate the latest amendments made to the provisions of the Act and based on the recommendations of the CSR Committee, the Board of Directors at its meeting held on April 30, 2021 had revised the CSR Policy of the Company. A gist of key amendments is as under:

• Definitions of various terminologies used in the policy have been amended to reflect the latest amendments made to provisions of the Act;

• Provisions relating to implementation of CSR programmes through registered CSR entities have been included consequent to modifications in the provisions of the Act;

• Concept of Annual Action Plan has been introduced in line with the provisions of the Act;

• Provisions relating to dealing with unspent/ excess CSR expenditure have been included; and •Annexure on reporting of CSR expenditure has been revised consequent to changes in the Act.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline and contents of the CSR policy are annexed as Annexure ‘3 and forms an integral part of this Report. The Policy has been uploaded on

Companys website at https://www.betexindia.com/pdf/AMENDED_CSR%20POLICY_BETEX.pdf

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of Safety & Health of the employees have always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the Company premises. Safety and occupational health responsibilities are integral to the Companys business processes, as spelt out in the Companys Safety, Health and Environment Policies and Procedure.

FIXED DEPOSITS

The Company has not invited deposits from public in accordance with the Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956).

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and Analysis together with a certificate from the Companys Statutory Auditors, confirming compliance with listing regulations, is set out and forms part of this Annual report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of Managerial Personnel) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures the most appropriate people are recruited in to the organization.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided in Annexure-2h forming part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a Whistle Blower Policy / vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. The Whistle Blower Policy has been uploaded on the website of the Company at www.betexindia.com and is available at the link https://www.betexindia.com/vigil_policy.html

The Policy provides access to the Legal Head of the Company and to the Chairman of the Audit Committee. No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.

BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Report for the year ended 31st March, 2022 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organizations risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Companys risk-management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Managements Discussion and Analysis.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to the Companys nature of business.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended March 31, 2023, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis. Your Company does not have a ‘Material Subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations").

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arms length basis. There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the Policy on Related Party Transactions of the Company.

Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to your Company. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

HUMAN RESOURCES &INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognizes people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to increase their potential and fulfil their aspirations.

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Act and rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure-4, forming part of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year 2022-23, No significant and material order has been passed by any regulator or by any Court which has a material impact on the financial position of the Company.

THE EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 134(3) (a) and 92(3) of the Act and read with Rule 12 of the Companies (Management and administration) Rules, 2014 the Annual Return also available on the website of the Company at https://www.betexindia.com/pdf/Draft_Form_MGT_7_2022-23_BETEX.PDF

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A copy of the Code has been uploaded on the Companys website at https://www.betexindia.com/boards.html The Code has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Companys Managing Director for the compliance of this requirement is published in this Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a

Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY CODE 2016

During the year under review, there were no applications made for proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

Annexures forming part of this Report

Annexure	Particulars
Annexure-1	Secretarial Audit Report
Annexure - 2	Disclosures on remuneration of directors and employees of the Company
Annexure - 3	Annual Report on CSR activities
Annexure - 4	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Annexure - 5	Dividend Distribution Policy
Annexure - 6	Corporate Governance Report

APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciation for the continued support received from all stakeholders including government, regulatory authorities and financing institutions. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and success.