bharat textiles & proofing industries ltd share price Directors report


To,

The Members,

Your Directors are pleased to present their Thirty-Third Annual Report together with the audited financial statements of the Company for the year ended 31st March, 2023:

1. FINANCIAL RESULTS IN STANDALONE BASIS:

During the year under review your company has achieved the following financial results:

Amount in Lakhs

Particulars

For Financial Year ended 31/03/2023 For Financial Year ended 31/03/2022
Total Income 1382.36 962.89
Total Expenditure 1356.83 948.44
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 162.17 164.69
Finance Charges 73.20 88.81
Depreciation 63.44 61.42
Profit/(loss) before Tax 25.53 14.46
Tax Expense (6.71) (3.93)
Net Profit/(Loss) After Tax 18.82 10.52
Profit/(Loss) carried to Balance Sheet 18.82 10.52
The proposed appropriations are
Proposed Dividend 0.00 0.00
Corporate dividend tax 0.00 0.00
General reserve 0.00 0.00
Balance carried forward 18.82 10.52
Earnings Per Share Basic 0.32 0.18
Diluted 0.32 0.18
No. of Shares 58,57,140 58,57,140

2. PERFORMANCE OF THE COMPANY:

During the year under review, the total income of the Company has Increased to 1382.36 Lakhs as compared to previous year Income of Rs.962.89 Lakhs. However, there is an increase in the expenses to an extent of 1356.83 Lakhs and the Net Profits of the Company have increased to Rs. 18.82 lakhs as compared to previous years profit of Rs.10.52 Lakhs.

The Company is one of the leading exporters of canvas fabric, Digital printable Fabric and PVC coated tarpaulins. Over the years the, Company has earned a respectable reputation for our Quality Consistency and services.

Range of products includes:

Truck Covers

Grey cotton canvas/duck

Polyester-Cotton, 100% Polyester CanvasChemically processed canvasWaterproof, Rot proofed canvasFire Retardant CanvasDigtal printable fabriksPVC coated Tarpaulins

3. OUTLOOK OF THE COMPANY:

Your Company intends to focus on the timely completion of its projects, despite being faced with the number of industrial risks. Your company will be facing them with full zeal and gist and will be able to overcome and withstand the risks enumerated envisaging future outlook.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

Your Company has not deviated from its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

4. SHARE CAPITAL:

There was no further issue of shares during the year. The Capital structure of the Company is as follows:

Share Capital

31.03.2023 31.03.2022

(a) Authorised share Capital 1,20,00,000 Equity Shares of Rs 10/- each

12,00,00,000 12,00,00,000

(b) Issued, Subscribed and fully paid up share capital 58,57,140 fully paid Equity Shares of Rs 10/- each

5,85,71,400 58,571,400
5,85,71,400 5,85,71,400

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

6. DIVIDEND:

In view of the results achieved and to conserve the resources of the Company for the future expansion, modernization & working capital purpose, your Directors do not recommend any dividend for this year.

7. RESERVES:

During the year under review, your Company has not transferred any amount to the reserves.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company has no subsidiaries, associate and joint ventures, therefore, disclosing the names of the respective entities does not arise.

9. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER BALANCE SHEET DATE:

There are no material changes or commitments likely to affect the financial position of the Company which is having an impact on the functioning and working of the Company. The operations of the Company have been effectively being managed and the Management shall review the performance from time to time in order to monitor the business activities of the Company.

10. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE

COMPANIES ACT, 2013:

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 2022-23.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED

TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered by the Company during the financial year 2022-23 with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the act.

Approval of Audit committee was taken for entering into transactions with related parties and the transactions were reviewed on a quarterly basis. Further, the Members of the Company has approved the limit of Related Party Transactions up to Rs. 10 Crore in the 32nd AGM held on 30th September, 2022 and have complied with all the applicable provisions of the Act in this regard.

The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are given as Annexure –I to the Boards Report in Form AOC-2.

Related party Transactions:

The details of the Related Party Transactions are furnished in the Financial Statements attached to this Report. All the related party transactions have been on an arms length basis.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.bharatcanvas.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

13. DEPOSITS:

The Company has not accepted any deposits under Chapter-V of the Companies Act, 2013.

14. STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act, M/s. Chandarana & Sanklecha, Chartered Accountants (ICAI Firm Registration No.000557S), Chennai, were appointed in AGM held on 27th September,2018 as Statutory Auditors of your Company for a period of 5 years i.e until the conclusion of the Annual General Meeting to be held for the financial year 2022-23.

The tenure of the Statutory Auditor expires in the ensuing Annual General Meeting and the Board proposes the reappointment of M/s. Chandarana & Sanklecha, Chartered Accountants (ICAI Firm Registration No.000557S) for a period of another 5 years from the conclusion of this Annual General Meeting till the conclusion of the Annual General meeting of the Company to be held in the year 2028.

The report of the Statutory Auditors along with notes to Accounts is enclosed to this report.

No qualifications, reservations or adverse remarks have been reported by the Statutory Auditors in the Auditors report for the financial year.

No frauds have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

15. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

16. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s.Akshay Gaurav

& Co.,Chartered Accountants as their internal auditors on the 20th March, 2023 wherein the requisite filings have been completed. The Company has carried out the internal audit for every quarter during the year 2022-23 by M/s. Akshay Gaurav & Co. Chartered Accountants and the reports issued by the respective Auditor have also been considered and taken on record.

17. COST AUDITORS:

Cost Audit is not applicable to the Company. The Central government has not specified maintenance of cost records for the Company under sub – section (1) of section 148 of the Companies Act 2013. Therefore, there is no requirement for appointment of Cost Auditors.

18. SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jeya Raja Singh.A, Practising Company Secretary (COP No: 9118) as the Secretarial Auditor of the Company for the financial year 2022-23.

The report of Secretarial Audit for 2022-23 is attached herewith as Annexure II.

Comments on qualifications made in Secretarial Audit Report

1. Based on the confirmation from the management, we understand that the validity of the license as obtained under The Factories Act, 1948 for a factory located in Gummidipoondi has expired in 2018. The company has stopped operations of the factory as on date and hence the same stands expired till date.

2. The Company is listed with the Bombay Stock Exchange. We observe that stock exchange laws have not been compelled as they have defaulted in the payment of annual listing fees for 2020-21, 2021-22 and 2022-23.

3. On review, we understand that the Company is in contravention of Regulations 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/13/ 2015 dated 30th November, 2015, as 35.47% of the total promoter shareholding is not held in Dematerialized form.

4. The Company has not disclosed the necessary information on its website as per the Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015

5. The Independent Directors have not registered on the Databank as required under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

6. During the year under review, we observe that the Company has obtained secured Term Loans and Cash credit facilities from various Banks, for which the Company is yet to create / modify/ satisfy any charge vide filing necessary e-forms as required under Section 77 and Section 82 of the Companies Act, 2013.

7. During the year under review, we observe that the DIN Mr. Janarthanam Udayakumar (DIN: 08203611), Independent Director of the Company is deactivated due to non filling of Form DIR-3 KYC.

8. During the year under review, the Company has generally complied with applicable Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

9. During the year under review, there were a few e-forms filed beyond the due dates by paying additional fees with the Registrar of Companies (RoC).

10. We observe that as on 31st March, 2023, the company does not have adequate number of Independent Director on the Board as per the provision of the Companies Act, 2013.

11. During the year under review, the company has not disclosed the information in AGM notice as per Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards – 2 for the appointment and re-appointment of Directors.

12. We further observe that the Company has failed to issue the SDD Certificate for FY 2022-2023 under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

13. During the year under review, there was a delay in submission of Certificate under regulation 7(3) of SEBI

(Listing Obligation and Disclosures Requirements), 2015 for the year ended 31st March, 2023 with the Stock Exchange. The Company has filed the said Certificate to the Stock Exchange on 11th May, 2023 i.e., beyond the time limit prescribed.

14. We understand that the Company does not have code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

15. During the year under review, the Company has not submitted and dispatched the Annual Report for the financial year ended 31st March, 2022 in accordance with the provision of the Companies Act, 2013 and Regulation 34 of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015.

With respect to the above qualifications the Board would like to reply that;

1. The Company has stopped the operation of the said factory at Gummidipoondi and hence the license is not renewed till date

2. The Company is in the process of making the payments.

3. The Company has initiated steps to comply with the same and letters have been sent to promoters requesting for dematerialisation and providing PAN details.

4. The Company has initiated necessary steps to comply with the provisions pertaining to the website disclosures.

5. The Company is taking necessary steps in getting registration of Independent Directors on Data Bank in accordance with the provision of the Act.

6. The Company is taking necessary steps in filing the necessary charge forms with ROC

7. The company is taking necessary steps in filing the KYC form with ROC

8. The company will ensure to comply with Secretarial Standard issued by the ICSI

9. The Company has taken all necessary steps to avoid paying additional fees henceforth, for filing purposes

10. The Company is taking all necessary steps for complying with the composition of the Board of Directors as per the Companies Act, 2013

11. The Company will ensure to include the necessary information in AGM notice in future

12. The Company is taking necessary steps to comply with the requirement

13. The Company has always ensured to comply with the provisions pertaining to the SEBI (LODR) Regulations, 2015 within the prescribed time limit. However, due to unavoidable situation the Company was unable to comply with the requirement within the specified time limit. The Company is taking all necessary efforts to be 100% compliance in all respects.

14. The company is taking necessary steps in complying the same

15. The Company will ensure to comply with the requirement in future.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. had selected such accounting policies and applied them consistently and made judgments 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 of the company for that period;

iii. 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;

iv. had prepared the annual accounts on a going concern basis; and

v. had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March, 2023, the Company has in all 7 Directors with considerable professional experience in divergent areas connected with corporate functioning. The Board is headed by Mr. Ajeet Kumar Bhandari, Managing Director and Mr. Anil Bhandari and Mr. Krishna Kumar Bhandari, Whole-time Directors of the Company who are entrusted with the substantial powers of the management of the Company subject to the superintendence, control and directions of the Board. The Board has two Non-executive Independent Directors namely Mr.Sivaraman Uthayakumar and Mr. S Janarthanam Udayakumar. The Board has Ms. Veena Bhandari and Ms.Shikha Shalinkumar Salecha as Non-Executive Directors of the Company.

During the year under review, the following were the changes in the Board level as given below:

The Shareholders in its AGM held on 30th September, 2022 has approved following

Re-appointment of Mr. Ajeet Bhandari Kumar (DIN: 01023609) as the Managing Director for the period of 5 years w.e.f 01st April, 2022to 31st March,2027

Re-appointment of Mr. Anil Bhandari (DIN: 02722372) as the Whole-time Director for the period of 5 years w.e.f 01st April, 2022to 31st March,2027

Re-appointment of Mr. Sivaraman Uthayakumar (DIN: 07903617) as Independent Director for the further period of 5 years.

Apart from the above, no other change in the management of the Company during the year under review

Name of Director

Category of Director No. of Director-ships in other Companies
Mr. Ajeet Kumar Bhandari P/MD NIL
Mr. Anil Bhandari P/WTD NIL
Mr. Krishna Kumar Bhandari P/WTD 1
Mrs. Veena Bhandari P/NED NIL
Mr. Shikha Shalinkumar Salecha NED NIL
Mr. Sivaraman Uthayakumar I/NED NIL
Mr. S Janarthanam Udayakumar I/NED NIL

 

P

Promoter MD Managing Director

ED

Executive Director NED Non-Executive Director

I

Independent WTD Whole Time Director

21. DETAILS RELATING TO BOARD M EETINGS AND COMMITTES:

I. BOARD MEETINGS

During the year under review, the Board met 7 (Seven) times, i.e. on 30th May 2022, 13th August, 2022, 07th September, 2022, 14th November, 2022, 21st November, 2022, 11th February ,2023 and 20th March, 2023. The maximum gap between two meetings was not more than one hundred and twenty days. Quorum was present at all the meetings.

Date of the meeting No. of Directors attended the meeting
30.05.2022 7
13.08.2022 7
07.09.2022 7
14.11.2022 7
21.11.2022 7
11.02.2023 7
20.03.2023 7

II. BOARD COMMITTEES

The Board committees play a crucial role in the governance structure of the Company and are being set out to deal with specific areas/activities which concern the Company and need a closer review. Committees are set up by the Board to carry out the roles and responsibilities as defined in their Charter. These Committees prepare the groundwork for decision making and minutes of Committee meetings are placed at subsequent meeting of the Board. As of March 31, 2023, your Company has the following committees of the Board: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders Relationship Committee

A. AUDIT COMMITTEE:

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31st March, 2023, the Audit Committee comprised of three members, all being Non-Executive Independent Directors viz. Mr. Sivaraman Uthayakumar (Chairman), Mr. Janarthanam Udayakumar (Member) and Ms. Shikha Shalinkumar Salecha (Member).

The audit committee met 5 (Five) times during the year on 30th May, 2022, 13th August, 2022, 14th November 2022 and 11th February, 2023 and 20th March, 2023. Requisite Quorum was present at all the meetings.

The Board has accepted all the recommendations of the Audit Committee during the year 2022-23.

Attendance of each Director at Audit Committee Meetings

Name of the Director

Category

Number of committee meetings

Held Attended

Mr. Sivaraman Uthayakumar - Chairman

Independent & Non-Executive Director 5 5

Mr. Janarthanam Udayakumar - Member

Independent & Non-Executive Director 5 5

Ms. Shikha Shalinkumar Salecha - Member

Non-Executive Director 5 5

B. NOMINATION AND REMUNERATION COMMITTEE:

Composition of Committee: The Nomination and Remuneration Committee comprised of the following Non-Executive Directors for the year ended 31st March 2023:

1. Mr. S. Janarthanam Udayakumar - Chairman

2. Mr. Sivaraman Uthayakumar - Member

3. Ms. Shikha Shalinkumar Salecha - Member

The Nomination and Remuneration committee is responsible for developing competency requirements for the Board and in this regard conducts a gap analysis to determine the Board composition on a periodic basis including each time a Director appointment or reappointment is required. The committee has framed a policy to determine the qualifications, positive attributes and independence of a Director. The key features of the policy are:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive attributes – Apart from the duties of Directors as prescribed in the Companies act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment.

Independence – A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies act, 2013.

During the financial year the committee met 1 (one) time on 07th September, 2022

Attendance of each Director at Nomination and Remuneration Committee Meetings

Number of committee meetings

Name of the Director

Category Held Attended

Mr. S Janarthanam Udayakumar - Chairman

Independent & Non-Executive Director 1 1

Mr. Sivaraman Uthayakumar - Member

Independent & Non-Executive Director 1 1

Ms. Shikha Shalinkumar Salecha - Member

Non- Executive Director 1 1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of committee: The Stakeholders Relationship Committee comprised of the following directors for the year ended 31st March 2023:

1. Mr. S Janarthanam Udayakumar - Chairman

2. Mr. Sivaraman Uthayakumar - Member

3. Ms. Shikha Shalinkumar Salech - Member

During the year under review, the committee met 1 (One) times i.e. on 11.02.2023

Attendance of each Director at Stakeholders Relationship Committee Meeting

Name of the Director

Category

Number of committee meetings

Held Attended

Mr. S Janarthanam Udayakumar – Chairman

Independent & Non-Executive Director 1 1

Mr. Sivaraman Uthayakumar - Member

Independent & Non-Executive Director 1 1

Mr. Shikha Shalinkumar Salech – Member

Non-Executive Director 1 1

22. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of directors had carried out an annual evaluation of its own performance, Board Committees and individual Directors as required under the Companies Act, 2013.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the committees was evaluated by the Board seeking inputs from the committee members. The Nomination and remuneration committee reviewed the performance of the individual Directors.

The Independent Directors met on 14th November 2022 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board and the NRC reviewed the performance of the individual Directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

23. VIGIL MECHANISM:

The Company has adopted a Whistle blower policy establishing vigil mechanism, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It has affirmed that no personnel of the Company have been denied access to the Audit Committee.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The details of consumption are as follows

CONSERVATION OF ENERGY

Diesel (In Ltrs.) from 01.04.2022

to 31.03.2023 for TADA Factory

Diesel (In Ltrs.)

Opening Stock Purchase in Ltrs. Closing Stock Consumption in the Year
1.4.22 1.4.22 to 31.3.23 31.03.23 1.4.22 to 31.3.23

Quantity in liters

100 4343 200 4243

Amount in Rupees

9200 420000 21200 408000

Fire wood from 01.04.2022 to 31.03.2023

Fire wood

Opening Stock Purchase in Ltrs. Closing Stock Consumption in the Year
1.4.22 1.4.22 to 31.3.23 31.03.23 1.4.22 to 31.3.23

Quantity in

32.95 1199 54.72 1176.98

Tons

Amount in Rupees

112030 4302585 213408 4201207.00

Power Consumption from 1.4.22 to 31.3.23

Value in Rupees Units
10321326 10389541

B) Foreign Exchange Earnings and Outgo:

PARTUCULARS

2023 (in INR) 2022 (in INR)
Earnings - -
Outgo - -

C) Technology Absorption, Adaptation and Innovation, Research and Development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products.

D) Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

25. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY:

The Company in order to comply with the provisions of the Companies Act, 2013 and to provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit committee has reviewed the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.

26. MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would have impact on the going concern status of the Company and its future operation.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL

STATEMENTS:

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorised use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices.

28. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a sexual harassment policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

No complaints were received during the year.

29. CORPORATE GOVERNANCE:

In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014, dated 15.05.2014 by SEBI and as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision with regard to Corporate Governance is not applicable to the company as the paid up equity capital is not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

Therefore, a certificate as stipulated under Schedule V(E) of the Listing Regulations from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is not applicable.

30. LISTING:

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The Company has not paid the annual listing fees for the Financial Year 2020-2021,2021-2022, 2022-2023 and 2023-24

31. REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies act, 2013. While formulating this policy, the committee has considered the factors laid down in Section 178(4) of the Companies Act, 2013, which are us under:

a. That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the remuneration policy are as follows: d. Market Competitiveness e. Role played by the individual

f. Reflective of size of the company, complexity of the sector/industry/Companys operations and the Companys capacity to pay

g. Consistent with recognised best practices and

h. Aligned to any regulatory requirements.

In accordance with the policy, the Managing/Executive/KMPs/ employees are paid basic/fixed salary.

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

32. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 has been attached as Annexure-III.

33. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS:

There are no employees who are paid remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under Regulation 34(e) of the SEBI (LODR) Regulations, 2015 is separately attached as Annexure-IV.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

36. POLICIES:

During the financial year, your company has not adopted any new policies. The existing policies of the Company have been reviewed periodically by the Board and updated based on need.

37. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS):

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (Ind AS) converged with International Financial Reporting Standards (IFRS). As Indian Accounting Standards (IND AS) is applicable to your Company, the Company has prepared its account under IND AS and Indian Generally Accepted Accounting Principles (IGAAP).

38. SHARE TRANSFER AGENCY:

The Company has appointed M/s Cameo Corporate Services Ltd, Subramanian Building, Club House Road, Anna Salai, Royapettah, Chennai 600 002, Tamil Nadu, India as its share transfer agency for handling both physical and electronic transfers. The power of such share transfer committee has been transferred to them accordingly, keeping in mind.

39. CODE OF CONDUCT:

The Company has adopted Code of Conduct for the Board and for the Senior level employees of the Company and they are complying with the said code.

40. AWARDS AND RECOGNITION:

The Company has not received any award during the Financial Year.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

During the year under review, there were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and hence the requirement to furnish the details on the same is not applicable to the Company.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF

ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no instances of valuation done in the aforementioned manner and hence the requirement to furnish the details on the same is not applicable to the Company.

43. CAUTIONARY STATEMENT:

Statements in these reports describing companys projections statements, expectations and hopes are forward looking. Though, these expectations etc, are based on reasonable assumption, the actual results might differ.

44. ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its management.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
Place: Chennai DIN: 01023609 DIN: 02722372
Date: 05th September 2023 Managing Director Whole Time Director