ccl inter Directors report

To,

The Members,

CCL INTERNATIONAL LIMITED

Your Directors have the pleasure in presenting the 32^nd Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31^st March 2023.

1. FINANCIAL RESULTS:

The Audited Financial performance of your Company for the year ended March 31, 2023 is summarized below:

(Rs. In Lacs)

Particulars	Standalone
	Current Year 31.03.2023	Previous Year 31.03.2022
Revenue from operations	1645.38	2680.11
Other Income	87.43	98.57
Total Revenue	1732.81	2778.68
Profit for the year after meeting all expenses (before Depreciation , Interest & Tax)	125.96	413.82
Less:
Interest	75.87	99.93
Depreciation & Amortization	247.22	255.65
Profit before share of Profit from Investment in Associates Companies	-197.12	58.25
Share of Profit/Loss from Associates companies	-	-
Provisions
- Provision for Taxation	0.46	8.76
- Provision for Current year Deferred Tax Liability	-58.61	-7.46
Profit after Tax	-138.96	56.91
Appropriations
- Profit Brought Forward from Previous Year	1456.91	1400.00
- Other Income-INDAS
- Adjustment for Share of Post acquisition accumulated	0.00	0.00
Profits/Reserves	0.00	0.00
- Income Tax for earlier year on profit of Partnership Firm	0.00	0.00
Profit Carried to Balance Sheet	1317.95	1456.91

2. COVID-19 PANDEMIC:

In the first quarter of the financial year ended March 31, 2023, the business activities of the Company was affected on different times on account of lockdown instructions issued by the Government for prevention of spread of Covid-19 pandemic. That had impacted the normal business operations of the Company by way of interruption in projects execution, disruption in supply chain and unavailability of manpower.

The Company is regular in following Government Directives regarding health and safety of all employees. At workplace, the focus is on social distancing and hygienic practices, for the safety of the employee. For all office employees, safe working space is made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office.

During the period starting from April 01, 2022 till the date of this report, the Companys management has made assessment of likely adverse impact on business and financial risks on account of Covid-19, and that the management does not see any medium to long term risks in the Companys ability to continue as a going concern, meeting its liabilities and compliance with the debt covenants, as applicable.

3. COMPANY PERFORMANCE:

On the financial basis, the turnover for the Financial Year 2022-23 is Rs. 1645.38 Lacs was lower by 38.61% over last year (Rs. 2680.11 Lacs in Financial year 2021-22). However, there is also decrease in the net profitability of the company because the Sale of the company has been decreased as compare to the last year.

Due to competitive pressure infrastructure development in India has been going through a very difficult phase over the last few years, affecting the overall performance. Consequently, players in the construction space, especially those in business of Road construction & building large infrastructure for the state and central governments, had to face severe financial, operational and regulatory challenges, such as very tight liquidity conditions, serious stress on cash flows, as well as sundry issues brought up in the ambit of environment and social displacement.

Our focus area continues to be the execution of civil engineering projects with specialization on road & bridge. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. Apart from above, the Company expects substantial increase in the order book position.

Your Directors along with the entire management team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments in spite of all adverse external conditions & competition.

4. BUSINESS OPERATIONS:

As you are already aware, your company introduced a German Technology i.e. EvocreterST used in various regions in conducting its road construction activities and working with it from the past 11 years which has impact on the goodwill and profitability of the company. Since using this technology, the Company has bagged various infrastructure development projects (for construction of roads & highways) operational in many parts of the country which are based on the same German Technology Evocrete! CCL has brilliantly used its management skills and expanded its reach to different region of the country.

Product: "EvoCrete" is a unique formulation which provides for modification of soil making it appropriate for road construction. It is used for complete solidification of any soil type which has zero or negligible aggregates.

Under this technology a mechanized recycler or as also called a soil stabilizer is used for integrating an additive to the soil. Even a Ready Mix Cement plant tested & tried on more than 5.0 Million Sq. Meters world over is being used as per road or pavement design leading to best in class ready to use traffic roads. In brief we can say that the German Technology provides for a soil stabilization technique which binds the soil with adequate quantity of cement and water ensuing in development of solid concrete slab.

EvoCreteris the latest generation evolved soil & Concrete modifiers for infrastructure industry are most trusted world over to bring speed, strength & life. Remarkable Additives helps in cost & engineering designs. Technology i.e. specialized for infra projects, evolved to construct roads, highways, canals, railways etc. at most cost effective & efficient manner. We would also like to share the areas where we use the material named EvoCrete. A list of which is shown on the following page

Furthermore, that the details of the projected in hands are given as under:

SI.No Name of work & CA No	Name and address of employer / client	Original Date of allotment	Tender value (in lakhs)
1 Replacement of weak SPT Timber Bridges No.22,3/2 and 4/4 to permanent double lane bridge on Ampati Murchapani Road under Special Plan Fund (Job No.PW/WR/2015-2016/176)	PWD, Meghlaya/ Road Work	25.11.2016	315.00
2 providing and laying of Cementitious Sub Base (250 MM Thick), Cementitions Base and Bituminious Concrete Layer of 30 M Thick including tack coat and earth work embankment including preparation of subgrade in SMB/HR between Km 10.00 to Km. 20.00 on Zawngling-Mahwhere-sapi Road under 71 RCC 24 in Project Pushpak in Mizoram	BRO, Mizoram/ Road Work	17.10.2016	1550.00
3 Construction of Road including metalling and Blacktopping (Infracrete Pavement) from Ballonggre to Gambage Connectiong phelga dare Waterfalls	PWD, Meghlaya/ Road Work	28.09.2016	590.00
4 Improvement including Metalling & Blacktopping of Resu Dekachang Anogre Road (8 th-13 th KM) (New Technology) under Special Plan Fund (Job No.PW/WR/2015- 2016/147)	PWD, Meghlaya/ Road Work	22.05.2017	1007.00
5 Improvement Including Metalling and Blacktopping of road From Dapgre to Dana A Dugre via Wa Gegitok Bazar	PWD, Meghlaya/ Road Work	17.01.2017	507.00
6 Strengthening of weak pavement of Chowkpot Siju Road (0-17th Km) Orituib from Budugre to Kakija 5.00 Km to 9.00 Km, L=4.00 Km with New Technology under Special Plan Fund (Job No.PW/WR/2015-2016/142)	PWD, Meghlaya/ Road Work	18.05.2017	633.00
7 Strengthening of weak pavement of Chwkpot Sibbari Road (0- 28th Km (Portion from 11.00 Km to 20.00 Km,L=10.00 Km) with New Technology under Special Plan Fund (Job No. PW/WR/2015-16/238)	PWD, Meghlaya/ Road Work	23.05.2017	1320.00
8 Rehabilitation of Chowkpot Sibbari Road (0-28th Km) Portion form 0.00 Km to 10.00 Km, L=10.00 Km) (Job No.PW/TB/RD/2017/21-26)	PWD, Meghlaya/ Road Work	17.01.2018	508.10
9 Providing and laying of ready mix BC 30 mm consolidated thick by paver finisher, compacting, cleaning of road surface, application of tack coat including correction work with WBM 7.5 crn thick with prirne coat for resurfacing u/orks between Km 0.000 and 28.00 (net CL-g length 25.00 Km) on Tuipang-Laki-Lope-Lungpu road under 71 RCCI24 BRTF/Project Pushpak in Mizoram State. CA No CE (P) PSK{,3 ot 2022-23	BRO, Mizoram/ Road Work	16.07.2022	699.94
10 Providing And Laying of Soil Stabilization With GEO GRID, GSBC 150 Mm Thick, CTSB 200 Mm Thick, CTB 170 Mm Thick, Sami Layer And BC 40 Mm Thick Including Tack Coat Between Km 120.00 To Km 127.00 On Lawngtlai- Diltlang-Parva Road Under 71 RCC/24 BRTF/Project Pushpak in Mizoram State	BRO, Mizoram/ Road Work	13.12.2022	1750.01
11 Providing and Laying of soil stabilization with GEO GRID, GSBC 150MM THICK, CTSB 250MM THICK, CTB 140 MM THICK, SAMI LAYER AND BC 30 MM THICK including preparation of subgrade between KM 172.800 to KM 186.550 KM On Lawngtlai-Diltang-Parva Road Under 71 RCC/24 BRTF/PROJECT PUSHPAK in Mizoram State	BRO, Mizoram/ Road Work	15.05.2023	3750.07
12 Supply and stacking of Stone Boulder, Stone Metal 40 MM and Sand for permanent works at various locations between KM 60.000 AND 80.000 on Lawngtlai-Diltlang-Parva Road under 71 RCC/24 BRTF of Project Pushpak in Mizoram State	BRO, Mizoram/ Road Work	15.05.2023	350.02
13 Construction including M&BT of Intermediate lane of Rongjeng Mangsang Adokgre Road from 0.00 Km to 32.00 Km and 39.00 to 43.00 Km including 90.00 Bridge over Ildek river at 44th Km under NLCPR in Meghalaya	PWD, Meghlaya/ Road Work	26.10.2017	138.08
Total			13118.23

During the year under review, the company has successfully demonstrated strong value addition in the infrastructure sector. Further, company is efficiently focus on completing on-going construction works in an efficient manner and also started working aggressively on procuring/participating various new and innovative technology-oriented projects in the field of Infrastructure Segment.

To march on a higher growth route, Our Company is competing for more new projects in domestic country and further increase turnover from existing & executed Projects. Securing new projects assumes importance in the wake of better profit margins. Our Company as a group offers the vast spectrum of infrastructure services in the areas of Construction of bridges, Construction of roads, and Construction of highways. During the year under review, the Company stepped in contracts with various other organizations like Border Road Organization, National Highways Authority of India, Government of Assam, PWD Department Government of Meghalaya and for executing its ongoing projects which would surely enhance the growth, goodwill and public reputation of your company and would prove out to be more profitable in the coming months.

The Directors and the management placed on record the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Other factors which contributed for smooth performance of companys operational activities can be noted to be better price realization, richer product mix, and effective & efficient work efforts.

5. MATERIAL CHANGES IN BUSINESS OPERATIONS:

There are no material changes occurred between the financial year ended on 31^st March, 2023 and date of the report of the Company which affects the financial position of the Company.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year ended on 31^st March, 2023.

7. TRANSFER TO RESERVE

During the year under review, no amount has been transferred to General Reserve.

8. DIVIDEND

No dividend is recommended for the financial year 2022-23.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount will be transferred to Investor Education and Protection Fund.

10. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no shares will be transferred to Investor Education and Protection Fund.

11. CAPITAL STRUCTURE

The Authorized share capital of the company stands is Rs 33,00,00,000/- (Rupees Thirty Three Crore only) divided into 3,30,00,000 (Three Crore Thirty Lacs) Equity Shares of Rs 10/- each.

During the Financial year, the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 19,19,26,000/-(Rupees Nineteen Crore Nineteen Lacs Twenty Six Thousand only) divided into 1,91,92,600 (One Crore Ninety One Lac Ninety Two Thousand and Six Hundred only) Equity Shares of Rs 10/- each, fully paid-up. During the financial year 2022-23, our Company has neither issued equity shares with differential rights as to dividends, voting or otherwise nor has issued Sweat Equity shares. Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

12. NUMBER OF MEETING OF BOARD OF DIRECTORS

Pursuant to Companies Act, 2013 and the Rules framed there under, 08 (Eight) Board Meetings were held in the financial year 2022-23. The details of the meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

13. COMPOSITION OF COMMITTEES

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The composition, attendance, powers and role of Audit Committee is disclosed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee comprises directors namely Ms. Sonam Sharma (Chairperson), Mr. Arvind Sharma and Mr. Akash Gupta as other members.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors constituted a Nomination and Remuneration Committee comprising three Non-Executive Independent Directors namely Mr. Arvind Sharma (Chairman), Ms. Sonam Sharma and Mr. Sandeep Kumar Garg as other members. The function of the Nomination and Remuneration Committee include recommendation of appointment of Whole time Directors/ Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.

A Nomination and remuneration committee has been constituted under section 178 of the Companies Act, 2013 for formulisation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other SMP.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non-Executive Independent Directors namely Mr. Sandeep Kumar Garg (Chairman), Ms. Sonam Sharma and Mr. Arvind Sharma as other members. The Stakeholder Relationship Committee inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund amount, conversion of partly paid shares into fully paid shares, rematerialisation and dematerialization of shares and transfer of shares of the Company.

The committee oversees performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this Annual Report. However, there are no Loans, Guarantees and Investments are covered under the preview of section 186 of the Companies Act, 2013.

15. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance sheet. However, the company has not taken any loans from Directors.

16. ADEQUACY OF INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Audit Committee constituted by the Board reviews the adequacy of Internal Control System. The Internal

Auditors Report dealing with the internal control system is considered by the Audit Committee and appropriate actions are taken wherever deemed necessary.

17. RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

18. INSURANCE

The Companys properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

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

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as follows:

Conservation of Energy & Technology Absorption:

The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo:	(Rs. In Cr.)
	2022-23	2021-22
a) Foreign Exchange earnings	0.00	0.00
b) Foreign Exchange outgo	1.30	0.90

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES

During the year under review, the Company does not have any subsidiary companies but has a Partnership Firm which is engaged in the business of construction of roads and highways. A statement containing salient features of the financial statements of the Companys associates in Form AOC-1 is appended to this Report as Annexure B.

Sl. No. Name of Firm	% of holding
1. KPM-CCL- JV	50.00%

The partnership firm has engaged in the construction of Roads and Highways in the state in Uttarakhand.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Akash Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered she for reappointment.

There are 5 Directors in the existing Board and all the directors have expertise in their respective fields.

23. KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013.

S. No Name	Designation(s)
1. Mr. Akash Gupta	Managing Director cum Chairperson
2. Mr. Rama Gupta	Director
3. Mr. Pradeep Kumar	Company Secretary and Compliance officer
4. Mr. Deepak Kumar*	Chief Financial Officer

* Mr. Deepak Kumar has been resigned from the post of Chief Financial Officer of the Company with effect from 19.05.2023.

24. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an independent Director under provisions of Section 149 read with schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV of the Companies Act, 2013 a separate meeting of the independent director of the Company was held on 30th May, 2022 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all the Independent Directors of the Company.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company 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. The Board is responsible for implementation of the Code.

27. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material order passed by the regulator or court or tribunal impacting the going concern status and its future operations of the company.

28. VIGIL MECHANISM POLICY

The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys code of conduct. To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review. The details of such policy are available on the website of the Company.

During the Financial Year 2022-23, there were no complaints received under the mechanism.

29. RISK MANAGEMENT

Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report.

30. REMUNERATION POLICY

The Nomination and Remuneration (‘NR) Committee of the Company has formulated a policy for Directors,

KMP and other employees. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The detail has been mentioned in Corporate Governance Report forming Part of the Annual Report. The said is available on website of the Company http:/www.evocreteindia.com. Other details are given in Corporate Governance Report

31. PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees effectiveness

Peer evaluation

In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link http://www.evocreteindia.com

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the http://www.evocreteindia.com/PDF/Code-and-Policies/12.%20Familiarzation%20Programe.pdf

32. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members.

33. REPORTING OF FRAUDS

During the year under review, there was no instance of fraud review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

34. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Companys longstanding business principles and drives the Companys overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Group to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment free of discrimination.

During the year under review there were no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. RELATED PARTY TRANSACTIONS

Related Party Transaction that were entered into during the financial year was on arms length basis and was in the ordinary course of business which do not fall under the ambit of Section 188 of the Act,.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolutions in accordance with the policy of your company Materiality of Related Party Transactions. This policy is available on the website of the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in Form AOC-2 and the same forms part of this report.

37. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-D to the Boards Report.

During the year under report, none of the employees was in receipt of remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereto.

38. ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at https://www.evocreteindia.com

39. AUDITORS AND AUDITORS REPORT

M/s. KPMC & Associates, Chartered Accountants, (Firm Registration No. 005359C) who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the Annual General Meeting held in the year 2019 till the conclusion of the Annual General Meeting to be held in the year 2024 conducted the Statutory Audit for the FY- 2022-23. The Independent Auditors Report(s) to the Members of the Company in respect of the Standalone Financial Statements for the Financial Year ended March 31, 2023 form part of this Annual Report and do not contain any qualification(s) or adverse observations.

Further during the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

40. COST AUDITORS

In accordance with Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Shivam Kansal & Co., Cost Accountants, Ghaziabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to conduct Audit of cost records of the Company relating to Work Contact for the financial year 2023-24. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY-2023-24.

41. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Richa Gulati, Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-E to this Report received from M/s Akanksha Aggarwal, Practicing Company Secretary. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

42. INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Vidya & Co., Chartered Accountants, Delhi, as the Internal Auditors of your Company and their reports are reviewed by the Audit Committee from time to time.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the secretarial standards issued by the institute of Company Secretaries of India.

44. LISTING WITH STOCK EXCHANGE

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). The Stock Exchange has nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2022-23 to the BSE Ltd and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

45. CORPORATE GOVERNANCE

Your Companys Corporate Governance philosophy esteems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investors confidence.

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed confirming compliance with the conditions of Corporate Governance is attached to the report.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed analysis of the Companys performance is discussed in the Management

Discussion and Analysis Report, annexed to this report and forms part of this Report.

47. DETAILS OF NODAL OFFICER

Pursuant to Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016, and in terms of the notification issued by the Ministry of Corporate Affairs dated October 13, 2017, regarding the nomination of a Nodal officer by every Company remitting of the amount to the Investor Education and Protection Fund (IEPF) Authority for dealing with the claim/refund forms and to co-ordinate with IEPF authority as per the provisions of Section 125(3) of the Companies Act, 2013.

Mr. Akash Gupta, is the nodal officer of the Company for Investor Education and Protection Fund (IEPF) Authority for dealing with the claim/refund forms and to co-ordinate with IEPF authority. Further details of the same will be available on the Companys website www.evocreteindia.com.

48. 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:

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

b) the Directors have 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 loss of the company for that period;

c) the Directors have 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 have prepared the annual accounts on a going concern basis;

e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

49. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Buy Back of Securities

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

b) Sweat Equity

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

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Issue of Shares with Differential Rights

The Company has not issued any Shares with differential rights during the year under review.

e) Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f) Issue of Shares through Private Placement

Nil

g) Issue of Equity Shares without Differential Voting Rights

Nil

Further, the Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

50. ACKNOWLEDGEMENTS

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financial facilities and support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed clients for their unstinted support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts put in by the employees at all levels for achieving the results and hopes that they would continue their sincere and dedicated endeavors towards achieving better working results during the current year.

	By Order of the Board of Director
Place : New Delhi
Dated : 30.08.2023
	Sd/-
	(Akash Gupta)
	Chairman and Managing Director
	[DIN 0194081]