Capacite Infra. Director Discussions


TO

THE MEMBERS OF

CAPACITE INFRAPROJECTS LIMITED

Your Directors are pleased to present their 11th (Eleventh) Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2023.

Summary of Financial Performance:

Key highlights of the Financial performance of the Company, for the financial year ended March 31, 2023 compared to previous financial year are as follows:

(Rs in lakhs)

Standalone Consolidated

Particulars

Year Ended March 31, 2023 Year Ended March 31, 2022 Year Ended March 31, 2023 Year Ended March 31, 2022
Revenue from operations 1,79,075.84 1,33,982.81 1,79,858.70 1,33,982.81
Other income 916.76 1,307.72 951.86 1,313.59

Total Income

1,79,992.60 1,35,290.53 1,80,810.56 1,35,296.40
Profit Before Depreciation and Amortisation & 36034.30 23,161.47 36608.01 23167.04
finance costs
Less: Depreciation & amortization 13,559.63 9,881.31 13,599.63 9,881.31
Less: Finance Costs 8,940.54 6,696.41 8,942.64 6,697.82
Add: Share of profit/ (loss) of Joint Venture and - - 49.60 (74.12)
Associate
Profit before tax 13,494.13 6,583.75 13,595.34 6,513.79
Less: Tax expenses (including Deferred Tax) 4,060.97 1,738.06 4,065.66 1,738.06
Net Profit after Tax (1) 9,433.16 4,845.69 9,529.68 4,775.73
Other Comprehensive Income/ (Loss) (2) 58.17 26.57 58.17 26.57
Total Comprehensive Income/ (Loss) (1+2) 9,491.33 4,872.26 9,587.84 4,802.30
Balance of profit/ loss for earlier years 44,122.46 39,250.22 44015.11 39212.81
Impact on adoption of Ind AS 115 - - - -
Less: Transfer to Debenture Redemption Reserve - - - -
Less: Transfer to Reserves - - - -
Less: Dividend paid on Equity Shares - - - -
Less: Dividend paid on Preference Shares - - - -
Less: Dividend Distribution Tax - - - -
Less: Adjustment for joint venture - - - -

Balance carried forward

53,613.79 44,122.46 53602.92 44015.11

a) Review of Companys operations:

The Company is engaged in construction of buildings & factories with specializion in construction of Highrise and Super High-rise residential, commercial, institutional buildings including super speciality hospitals etc.

As a sector focused Construction Company, a varied order book from some of the most prominent clients from private as well as public sector, lean balance sheet and a flexible management with adaptability to change, we have carved a niche in the Factory & Building space within a short span of time.

For further details on the Companys performance, operations and strategies for growth, please refer to the Management Discussion and Analysis section which forms a part of this Annual Report.

There was no change in nature of the business of the Company.

b) Share Capital:

Paid-up Share Capital

The Paid up Equity Share Capital of the Company as on March 31, 2023 was H 67,89,14,970 divided into 6,78,91,497

Equity shares having face value of Rs 10 each.

During the financial year 2022-23, the Company has issued and allotted 31,00,000 (Thirty One Lakhs only) convertible Warrants, at issue price of RS 160 each (including Rs 150 as Security Premium) convertible into 1 (one) fully paid-up Equity Share of the Company having face value of RS10/- each on 9th June, 2022 and in respect of which Company has received an amount equivalent to 25% of the issue price aggregating to RS 12,40,00,000/- (Rupees Twelve Crores Forty Lacs only).

Issue of Shares on Preferential Basis:

The Company has issued 56,65,000 Equity Shares of Rs 10/- each at a premium of RS160 each aggregating to Rs 96,30,50,000/-. Paid up Equity Share Capital was increased to RS 73,55,64,970 divided into 7,35,56,497 Equity shares having face value of Rs10 each.

During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

Authorised Capital

The Board of Directors of the Company has proposed to increase the Authorized Share Capital of the company with a view for expansion and augmenting resources from H 80,00,00,000 divided into 8,00,00,000 Equity Shares of H 10/- each, to H 90,00,00,000 comprising of 9,00,00,000 Equity Shares of H 10/- each subject to approval of shareholders in the Annual General Meeting to be held on September 21, 2023

c) Dividend:

Considering to conserve the funds for future business growth, your Directors have not recommended any dividend for the Financial Year 2022-23.

d) Transfer to Reserves:

The Board of Directors of your Company has not recommended transfer of any amount of profit to the reserves during the year under review.

e) Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the Year and till the date of the Report:

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report.

f) Capital Expenditure:

During financial year 2022-23, Company had incurred INR 8856.77 Lakhs towards capital expenditure primarily towards purchase of equipments, plant & machinery, formwork, IT and technology upgradation expenses, implemented compliance software and other administrative expenses.

g) SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Subsidiary Company:

CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited continues to be Wholly-owned Subsidiary of the Company as on March 31, 2023.

Subsequent to the approval of Board of Directors of the Company for Scheme of Amalgamation of CIPL-PPSL-Yongnam Joint Venture Constructions Private Limited with the Company under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the "Act"). After complying with the directions issued by Honble NCLT vide its order dated 15.04.2021 and the Company has submitted the petition with Honble NCLT and which was admitted. NCLT is yet to pass Order for which final hearing will be scheduled

Performance of Subsidiary:

Pursuant to the provisions of section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of Financials of the subsidiary in Form AOC-1 is annexed as (Annexure I).

The Company has adopted a Policy for determining the criteria of material subsidiaries which is available on Companys website at www.capacite.in.

Joint Venture and Associate Company:

TCC Constructions Private Limited and TPL-CIL Constructions LLP are project specific Associate entities formed for execution of project awarded by MHADA for redevelopment of BDD Chawls, Worli, Mumbai.

During the year Captech Technologies Private Limited ceased to be associate Company

Consolidated Financial Statements:

In accordance with the provisions of Section 129(3) of the Act as amended from time to time, the Consolidated Financial Statements form part of this Annual Report and will also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind - AS compliant Schedule III), as applicable to the Consolidated Financial Statements.

The Company will make available the said financial statements and related information of the Subsidiary upon written request by any member of the Company. These financial statements are kept open for inspection by any member at the Registered Office of the Company and the Subsidiary Company and are also be available at website of the Company www.capacite.in.

h) Credit Rating:

India Ratings and Research (Ind-Ra) has affirmed the Companys Long-Term Issuer Rating at ‘Ind BB+ and has placed it on Rating Watch with Negative Implications.

i) Particulars of Loans, Guarantees, Investments and / or Securities:

The Company is in the business of providing infrastructural facilities, and thus the provisions of Section 186 are not applicable to the Company, except sub-section (1) of Section 186 of the Act.

j) Fixed Deposits:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

k) Particulars of Contract/s or arrangement/s with Related Parties:

All contracts/ arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business, on arms length basis and in compliance with the applicable provisions of the Act and the Listing Regulations.

Related Party Transactions which are in the ordinary course of business and on an arms length basis, of repetitive nature and proposed to be entered during the financial year were placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions, as approved, are placed before the Audit Committee for review. The Company has adopted a framework for the purpose of identification and monitoring of such Related Party Transactions.

Particulars of contracts / arrangements / transactions with related parties as referred to in Section 188(1) of the Act for the Financial Year 2022-23 are given in prescribed format Form AOC – 2 as specified under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 which is annexed as (Annexure II).

Further members may refer to note no 40 of standalone financial statement which set out related party transactions as per the Ind AS.

The Company has adopted a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on Companys website www.capacite.in.

l) Directors and Key Managerial Personnel (KMPs):

Directors:

The Nomination & Remuneration Committee has been mandated to review, recommend appointment/s, terms of appointment/ re-appointment of Director/s and KMPs based on the Company policies, industry requirement and business strategy.

Appointments / Re-Appointments:

In accordance with the provisions of Section 152 of the Act, Mr.Siddharth Parekh, Non-Executive, Non-Independent Director (DIN: 06945508), retires by rotation at the ensuing AGM. Although being eligible, he has not offered himself for re-appointment due to pre-occupation. Accordingly, he would cease to hold office as Non-Executive, Non-Independent Director of the Company on expiry of his term ending at the ensuing AGM scheduled to be held on September 21, 2023

Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on May 26, 2023 had approved the re-appointment of Mrs. Manjushree Nitin Ghodke (DIN: 07147784) as Independent Director for 2nd term of 5 (Five) years commencing from August 11, 2023 till August 10, 2028. She is not liable to retire by rotation.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on August 11, 2023 had approved the reappointment of, Mr. Subir Malhotra (DIN: 05190208) as Executive Director of the Company w.e.f. November 01, 2023 to October 31, 2028, subject to approval of Shareholders of the Company.

Details of Mr. Subir Malhotra required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and Clause 1.2.5 of the Secretarial Standard 2, are given in the Annexure to the Notice of the 11th Annual General Meeting.

Key Managerial Personnel:

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on August 11, 2023 had approved the appointment of, Mr. Rajesh Das as Chief Financial Officer of the Company w.e.f. August 12, 2023.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on August 11, 2023 had approved the appointment of, Mr. Dinesh Ladwa as Company Secretary of the Company w.e.f. August 11, 2023.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

As per Rule 8 of Companies (Account) Amendment Rules, 2019 in opinion of Board of directors, all the above Individuals appointed / reappointed / regularised as Independent Director are persons of Integrity and possesses relevant expertise and experience.

Further, as per Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014 every individual whose name is so included in the data bank under sub-rule (1) shall pass an online proficiency self-assessment test conducted by the institute within a period of Two years from the date of inclusion of his/her name in the data bank, failing which, his/her name shall stand removed from the databank of the institute. All the Independent Directors which are falling under the critieria have complied with the proficiency test.

Declarations by Independent Directors and Senior Management Personnel on compliance of code of conduct:

The Company has received and taken on record the declarations with respect to independence from all Independent Directors of the Company in accordance with Section 149(7) of the Act confirming their independence as prescribed thereunder as well as Regulation 25(8) of the Listing Regulations and also regarding compliance of the Code for Independent Directors prescribed in Schedule IV to the Act.

The Independent Directors of the Company have confirmed that they have registered their names with the Institute of Corporate Affairs for inclusion of their name in the data bank for a period of one year, as per the provisions of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.

Also Senior Management Personnel including Executive Directors have submitted their disclosures under Regulation 26(3) of the Listing Regulations affirming compliance with the Code of Conduct for Directors and Senior Management Personnel.

Familiarisation Programme:

In compliance with the requirements of the Listing Regulations, the Company undertakes a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors, nature of the industry, the operations of the Company, business model, risk management etc. The details of the programme are available on the Company website at www.capacite.in.

The Company issues a formal letter of appointment to the Independent Directors outlining their role, functions, duties and responsibilities, the format of which is available on the Companys website at www.capacite.in.

Key Managerial Personnel (KMPs):

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

Mr. Rahul R. Katyal : Managing Director & Chief Executive Officer
Mr. Rohit R. Katyal : Executive Director & Chief Financial Officer (Upto August 11, 2023)
Mr. Subir Malhotra : Executive Director
Ms. Varsha Malkani : Company Secretary (up to May 15, 2023)
Mr Rajesh Das : Chief Financial Officer (w.e.f. August 12, 2023)
Mr. Dinesh Ladwa : Company Secretary (w.e.f August 11, 2023)

m) Disclosures Related to Board, Committees and Policies:

Board Meetings:

The Board of Directors met 6 (six) times during the financial year under review. For details of the meetings of the Board, please refer to the Corporate Governance Report which forms part of this Boards Report.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors was also held on March 06, 2023 to review the performance of Non Independent Directors (including the Chairperson), the entire Board and its Committees thereof, quality, quantity and timelines of the flow of information between the Management and the Board.

Your Company complies with all applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under the Companies Act, 2013.

Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Act, and Listing Regulations.

The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Report. Further all the recommendations made by the Audit Committee were accepted by the Board during the year.

Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Act and Listing Regulations.

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Boards Report.

The Company has Nomination and Remuneration policy, which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy broadly lays down guiding principle for appointment or removal of Directors, Key Managerial Personnel and Senior Management and provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and formulation of criteria for evaluation of performance of the Board, its Committees and Directors. The above policy is available on the website of the Company at www.capacite.in.

Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee is in conformity with the provisions of the Regulation 20 of the Listing Regulations.

The terms of reference of the Stakeholders Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Boards Report.

Corporate Social Responsibility Committee:

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility

(CSR) Committee. The Committee is entrusted with the responsibility of:

• Formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken,

• monitoring the implementation of the framework of the CSR Policy, and

• recommending the CSR amount to be spend on the CSR activities.

The Board in its meeting held on August 09, 2022, approved CSR budget of Rs 111.80 lakhs for the financial year 2022-23. The Company had carried forward available balance of Rs148.53 lakhs which was utilised for meeting current year CSR obligations and balance of Rs 36.73 Lakhs is available for set off against CSR expenditures as permissible under Section 135 (5) of Companies Act, 2013. Further details of the Companys CSR activities are specified in (Annexure III). The CSR Policy is also placed on the website of the Company at www.capacite.in

The particulars of meetings held and attendance there at are mentioned in the Corporate Governance Report forming part of this Boards Report.

Directors Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the financial year 2022-23.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, in relation to the audited financial statements of the Company for the year ended March 31, 2023 confirm that:

a. in the preparation of the accounts for financial year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures;

b. they have selected such accounting policies and applied 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 as at March 31, 2023 and of the profits of the Company for that year;

c. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a ‘going concern basis;

e. they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

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

Vigil Mechanism /Whistle Blower Policy:

The Companys Board of Directors, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of Listing Regulations has adopted ‘Vigil Mechanism Policy for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is available on the Companys website at www.capacite.in.

There were no such reports, information received by the Chairman of the Audit Committee during the year under review.

Risk Management :

The Board has constituted Risk Management Committee and has adopted the Risk Management Policy and Guidelines to assist the Board in identification, assessment and management of various operational, strategic, financial, external risks which may have negative impact on the Companys business. Risk identification, assessment and management is a continuous process and is regularly reviewed and updated based on the industry and business requirements.

The composition of the Risk Managment Committee is in conformity with the provisions of the Regulation 21 of the Listing Regulations.

The terms of reference of the Risk Managment Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of this Boards Report.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of all the Directors and its Committees based on the evaluation criteria as defined by Nomination and Remuneration Committee (NRC).

The Boards performance was evaluated on various aspects, including inter-alia the Structure, meetings, functions, degree of fulfilment of key responsibilities, establishment and delegation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of adequacy of Committee composition, fulfilment of key responsibilities, and effectiveness of the meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings based on technical, financial expertise and industry requirements and guidance/support to the Management with respect to matters other than those discussed at Board/ Committee Meetings.

Also, the performance of Non-Independent Directors, Board as a whole, individual peer review and the Chairman were evaluated in a separate meeting of Independent Directors was held on March 06, 2023. The Nomination & Remuneration Committee & Board thereafter, in its meeting held on May 26, 2023, evaluated the performance of all the Directors for financial year 2022-23 on the basis of their role and responsibilities, effective participation in the Board and Committee meetings, expertise, skills and exercise of independent judgment in major decisions of the Company.

n) Particulars of Employees:

The statement of disclosure of Remuneration under Section 197 (12) of the Act read with the Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules) is appended as Annexure IV to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules is provided in a separate annexure forming part of this Report. However, the Annual Report is being sent to the Members of the Company excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

o) Internal Financial Controls and adequacy:

The Companys Internal Financial Control framework is commensurate with the size and the nature of its operations. Company has designed and adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, compliance with applicable statutes, regulations, the safeguarding disclosure of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation and of reliable financial information.

The details of internal financial control systems and their adequacy are included in Management Discussion and Analysis Report, which forms part of the Annual Report.

p) Reporting of Frauds:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

q) Auditors and Reports:

a) Statutory Audit:

The Shareholders of the Company at 9th Annual General Meeting had approved re-appointment of M/s. S R B C & CO. LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) as the Statutory Auditors of the Company to hold office for 4 years from the conclusion of the Ninth Annual General Meeting till the conclusion of the Thirteenth Annual General Meeting of the Company.

The Company has received a certificate from M/s. S R B C & CO. LLP, Chartered Accountants, confirming their eligibility and non disqualification from continuing as Statutory Auditors of the Company.

The Auditors Report on Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023, does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

b) Secretarial Audit :

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. Shreyans Jain & Co, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report issued in this regard is annexed as (Annexure V).

The Secretarial Audit Report for the financial year ended March 31, 2023, does not contain any qualification or reservation or adverse remark.

c) Internal Audit and Controls:

M/s. Mahajan & Aibara LLP, Chartered Accountants, Internal Auditors of the Company have carried out internal audit for the financial year ended March 31, 2023. The findings of the Internal Auditors are discussed on the on-going basis in the meetings of the Audit Committee and various steps have been taken in due course to implement the suggestions of the said Internal Auditors.

The Board at its meeting held on 11th August, 2023, has appointed M/s. S Dayma & Co., Chartered Accountants as Internal Auditor of the company to carry the internal audit for the Financial Year 2023-24.

d) Cost Records and Audit:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has maintained proper cost records as required under the Act and the Board of Directors, at their Meeting held on May 26, 2023 appointed M/s. Y. R. Doshi & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2023-24.

A Certificate from M/s. Y. R. Doshi & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 11th Annual General Meeting and the same is recommended for your consideration and ratification.

General Disclosures

General disclosures as per the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are furnished as under:

Annual Return:

In accordance with Section 92(3) Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2023 is available on the website of the Company at www.capacite.in

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information as required under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in (Annexure VI) which forms part of this Report.

Corporate Governance

In compliance with the Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given as an Annexure and forms an integral part of this Annual Report. A Certificate from the M/s S R B C & Co. LLP, Chartered Accountant confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended March 31, 2023 forms an integral part of this Annual Report.

Information under Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2018

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The objective of the policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place is to prevent, provide protection against and for redressal of complaints, if any, under sexual harassment and matters connected or incidental thereto of employees at workplace.

The Company has always been committed to provide a safe and dignified work environment to all its employees irrespective of gender which is free of discrimination, intimidation and abuse.

The Company has also constituted an Internal Complaints Committee to redress the complaints, if any, received regarding sexual harrasment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Committee was re-constituted and approved by the Board in its meeting held on May 26, 2023.

The Committee comprises of:

Sr. No. Name of Director

Designation

Position in the Committee

1. Ms. Preeti Vora General Manager - Accounts Presiding Officer
2. Mr. Rohit R. Katyal Executive Director Member
3. Mr Chaudhary Rajani Kanta Dash Assistant Vice President-HR Chairperson
4. Mr. Birendra Ray Assistant Vice President – Public Relations & Corporate Communication Department Member
5. Adv Meghna Murudkar Legal Consultant Member

During the financial year, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harrasment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was one complaint pertaining to sexual harassment reported to the ICC of the Company. The Company and/or Committee resolved 1 (one) complaint during the financial year under review.

The following is a summary of sexual harassment complaints received and disposed of during the year: (a) Number of complaints pending at the beginning of the year; Nil (b) Number of complaints received during the year: 1 (c) Number of complaints disposed off during the year: 1 (d) Number of cases pending at the end of the year: Nil

Disclosure under the Insolvency and Bankruptcy Code, 2016 Pursuant to Section 134 read with Rule 8 of Companies (Accounts) Rules, the following matters are also required to be included:

Following are the details of applications filed under corporate insolvency proceedings, by operational creditors against the Company:

Sr. No. Operational Creditor

Status & Authority

1. Sai Infra Equipments Private Limited Withdrawal Application will be filed by the Operational Creditor on satisfaction of the terms under the Settlement_ Agreement dated 08.10.2022
2. RMD Kwikform India Private Limited Sub-Judice with National Company Law Tribunal - Mumbai Bench for hearing on dismissal application of CIL
3. Technocraft Industries (India) Limited Matter is Settled with the Operational Creditor, It will be withdrawn by the party on next date
4. Nina Percept Pvt. Ltd. Sub-Judice with National Company Law Tribunal

Following are the details of applications filed under corporate insolvency proceedings, by the Company against corporate debtors:

Sr. No. Operational Creditor

Status & Authority

1 Radius Sumer Developers Private Limited Sub-Judice with National Company Law Tribunal

Disclosure on one-time settlement with Banks or Financial Institutions:

During the year under review, no one-time settlement is done with Banks and Financial Institutions.

Significant & Material Orders passed by Regulators or Courts or Tribunals:

There are no significant, material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and commitments in the Notes forming part of the Financial Statement.

Disclosure under Section 197(14) of the Act:

There is no receipt of any remuneration or commission from any of its Subsidiary Companies by the Managing Director or the Whole-Time Director of the Company.

Business Responsibility And Sustainability Reporting (BRSR)

Regulation 34 of SEBI (Listing Obligation and Disclsoure Requirement) Regulation, 2015 as amended mandate top 1000 listed entities based on market capitalization to submit Business Respnsibility And Sustainablity Reporting (BRSR) with effect from financial year 2022-23. In compliance with Regulation 34 (2) (f) of the Listing Regulation, the Business Responsibility And Sustainability Reporting (BRSR) of the company for the financial year ended March 31, 2023 is attached to this report as (Annexure - VII) to this Report.

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to Clients, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Capacite family and look forward to enjoying their continued support and cooperation.

For and on behalf of the Board

Rahul R. Katyal

Rohit R. Katyal

Managing Director & Chief Executive Officer Executive Director & Chief Financial Officer
DIN: 00253046 DIN: 00252944
Date : August 11, 2023
Place : Mumbai