ceeta industries ltd share price Directors report

Dear Members,

Your Directors take pleasure in presenting the 39th Annual Report covering the highlights of the finance, business, and operations of your Company. The report also includes the Audited Financial Statements of the Company prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2023.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended March 31, 2023, is summarised below:

( in Thousands)

Particulars	2022-23	2021-22
Total Income	54304.03	33245.79
Profit before Interest & Depreciation	(1383.68)	7704.77
Interest	433.50	267.74
Depreciation	4882.93	1288.87
Profit before taxation	(10602.11)	6148.16
Provision for Tax (Including Deferred tax & IT of Earlier Years)	2215.17	1349.29
Profit after tax	(12817.28)	4798.87
Other Comprehensive Income
(i) Items that will reclassified to Profit and Loss (Net of Tax)	504.69	2304.62
Total Comprehensive Income for the period	(12312.59)	7103.49

REVIEW OF OPERATIONS:

Your directors have pleasure to inform that the Company commenced commercial production of snack products in November, 2022 and successfully stabilized the manufacturing process during November 2022 and March 2023 , the company manufactured snack products not only on job order basis but also on its own brand " Skitos" and earned a revenue of Rs 136.06 lakh . As in earlier years, the company earned income from deployment of surplus funds from time to time. The loss of Rs 128.17 lakh after tax in 2022-2023 is mainly due to disproportioned expenses in the initial year of the snack products in relation to the level of output . With the progressive increase in the level of output the company is expected to earn a reasonable profit in the full year of operation .

FUTURE PROSPECT

The industries in the fast-moving consumer goods (FMCG) sector plays a very important role in the Indian economy. With strong growth rate of Indias FMCG industry and its increasing demand in the consumer market, the Company expects to see better margins and profitability in the forthcoming year.

DIVIDEND & TRANSFER TO RESERVES

In view of the business requirements of the Company, the Board of Directors has not recommended dividend for the financial year ended March 31, 2023. During the financial year, the Company did not transfer any amount to Reserve.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 9,00,00,000/- (Rupees Nine Crores Only) consisting of 7,50,00,000 Equity shares of Re.1/- each and 1,50,000 Preference Shares of Rs.100/- each as on 31st March, 2023. The paid-up share capital of the Company stands at Rs. 1,45,02,400 comprising of 1,45,02,400 equity shares of Re.1/- each as on 31st March, 2023. During the year under review, the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the business of your Company.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2023

The company commenced commercial production of manufacturing of ready to eat snacks by producing different varieties and flavors of snacks at its factory located at Plot No - 34 - 38, KIADB Industrial Area, Sathyamangala, Tumkur- 572 104, Karnataka. Apart from this, there was no other significant events during the financial year 2022-2023.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

The Company has received show cause notices in the month of April , 2023 from the office of Registrar of Companies ( Karnataka) for violation of Sections 129, 134 and 383A of the Companies Act 2013 for irregularities in disclosure of certain information in financial statement for FY ended 31-03-2018, 31-03-2019 and 31-03-2020 and also received show cause notice for violation of Rule 2 of the Companies (Acceptance of Deposits) Rules 2014 for the year ended 31-03-2019. As on the date of this report the Company is in the process of compounding/adjudication of the offences for violation of the aforesaid sections and rules before the office of the Regional Director, Ministry Of Corporate Affairs, South East Region, Hyderabad and ROC , Karnataka.

The Company underwent disruption of operations at the Head office of the Company situated at Kolkata as a major fire occurred on 10-05-2023 in the building known as "Saraf House" where the head office of the Company is situated on the third floor of the building. Fortunately, no office employees were injured, but due to this tragedy, the head office was extensively and severely damaged including loss of books of accounts and other records of the Company. The building was sealed and barricaded by the Police and Fire Department, Kolkata and no entry was permitted inside the building. The incident was duly informed by the company to the statutory regulators such as Income Tax, ROC, SEBI , BSE and other governmental bodies . However , the company obtained clearance permission from Fire Department, Kolkata and Hare Street Police Station, Kolkata on May 22,2023 to enter the premises and retrieve computerized data from the servers . The Company made alternate arrangements at a temporary location near the head office for employees to start the operations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointment/Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr Gautam Modi (DIN: 06482645), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Director, as per the provisions of the Companies Act, 2013. He holds 2800 shares of the Company in his own name. Mr. Bal Krishna Bhalotia (DIN:00049850), Independent Non-Executive Director of the Company, was appointed to said office by the members of the company at the 35th Annual General Meeting held on September 30, 2019 for a term of 5 years w.e.f August 14, 2019 to August 13, 2024.

He is due for retirement from the first term as an independent director on August 13, 2024 and have expressed his willingness for re-appointment for a second term of five years and being eligible, Nomination and Remuneration Committee (NRC) at its meeting held on July 20, 2023, after taking into account the performance evaluation of Mr Bal Krishna Bhalotia during his first term of 5 (five) years and considering his knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board for his reappointment for a second term of 5 (five) years.

The NRC has considered his diverse skills, leadership capabilities, expertise in governance, finance, tax & regulatory advisory, and vast business experience, among others, as being key requirements for this role. In view of the above, the NRC and the Board are of the view that Mr Bal Krishna Bhalotia possesses the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to reappoint him as an independent director. Based on the recommendation of the NRC, the Board, recommended the reappointment of Mr Bal Krishna Bhalotia as an independent director, not liable to retire by rotation, for a second term of 5 (five) years effective August 14, 2024, to August 13, 2029 (both days inclusive) to the shareholders of the Company by way of special resolution as Mr Bal Krishna Bhalotia is aged beyond 75yrs .

Mr. Bal Krishna Bhalotia (DIN: 00049850) has given his consent to act as Director and declaration to the Board, pursuant to Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has received notice in writing pursuant to Section 160 of the Act, from a member proposing the reappointment of Mr. Bal Krishna Bhalotia for the office of independent director under the provisions of Section 149 of the Act.

The Company has received all statutory disclosures / declarations from Mr. Bal Krishna Bhalotia, including (i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules,(ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act, and (iii) A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act. Information regarding the directors seeking appointment/re-appointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

All the directors have submitted declarations that they are not disqualified for being appointed as directors in terms of Section 164 of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) and MBP-1 Notice of interest by director in terms of Section 184(1) and Rule 9(1) of The Companies Act, 2013.

Declaration By Independent Directors

There are four Independent Directors on the Board of the Company as on the date of this report. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act as well as Regulation 16 of the Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the required directors have qualified for the proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. None of the Independent Directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

Meeting of the independent directors

The Independent Directors of the Company met separately on 14th November, 2022 without the presence of Non-Independent Directors and members of management. Sri Arabinda De designated as the lead Independent Director, chaired the Independent Directors meeting. Following matters were, inter alia, reviewed and discussed in the meeting:

Performance of Non-Independent Directors and the Board of Directors as a whole.

Assessment of 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.

Key Managerial Personnel (KMPs)

There has been no change in the KMPs during the year under review.

Skills/Expertise/Competencies of the Board of Directors

We believe that it is the collective effectiveness of the Board that impacts Companys performance and therefore members of the Board should have a balance of skills, experience and diversity of perspectives appropriate to the Company. The identification of the core skills of individual Directors not only assist in ascertaining the specialization of each Director but also helps in identifying the gaps in core skill required for effective functioning of the Company.

The specific areas of focus or expertise of individual Board members have been highlighted

in the table below:

Name of Directors	DIN	Category	Core Skills
Mr Krishna Murari Poddar	00028012	Managing Director	Industry Expertise, Leadership, Management & Corporate Strategy
Mrs Uma Poddar	07140013	Non-Executive Director	Administration & Human Resource
Mr Arabinda De	00028093	Independent Non- Executive Director	Industry Expertise , Legal, Compliance, Governance & Risk Management , Leadership, Management & Corporate
			Strategy Marketing Operations
Mr Bal Krishna Bhalotia	00049850	Independent Non- Executive Director	Financial, Taxation & Accounting
Mr Avinash Kumar Khaitan	06936383	Independent Non- Executive Director	Financial & Accounting, Administration & Human Resource
Mr Arvind Kejariwal	08996095	Independent Non- Executive Director	Banking & Corporate Strategy
Mr Gautam Modi	06482645	Non-Executive Director	Administration & Human Resource ,Sales & Marketing

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that :

(i) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(ii) The selected accounting policies were applied consistently and the judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2023 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) annual accounts has been on a going concern basis; and

(v) internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of the Company met four (4) times during the year under review. The dates of the Board Meetings are 30.05.2022, 10.08.2022, 14.11.2022 and 14.02.2023.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V, are not applicable to the Company, as the paid - up equity share capital of the Company is Rs 1.45 crore and net worth is Rs 11.24 crores as on 31st March, 2023 which is below the prescribed limit (i.e. paid up equity share capital not exceeding Rs 10 crore and net worth not exceeding Rs 25 crore, as on the last day of the previous financial year).

The Company believes in and has practiced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of transparency, accountability and reliability in respect of all its transactions. The Company believes that sound corporate governance is necessary to retain stakeholders trust and ensures efficient working and proper conduct of the business of the Company with integrity. The guidelines for its development is a continuous process, which often undergoes changes to suit the changing times and needs of the business, society and the nation.

CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members.

(a) The composition of the Audit Committee is as under: -

1. Mr. Arabinda De	- Chairman
2. Mr Avinash Kumar Khaitan	- Member
3. Mr. Gautam Modi	- Member

The terms of reference, inter alia, includes, recommendation for appointment,

remuneration and terms of appointment of auditors of the company, reviewing and monitoring the auditors independence, performance and effectiveness of audit process, examination of the financial statement and the auditors report thereon, approval or any subsequent modification of transactions of the company with related parties, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets of the company, wherever it is necessary, evaluation of internal financial controls and risk management systems and monitoring the end use of funds raised through public offers and related matters.

(b)The composition of the Nomination & Remuneration Committee is as under: -

1. Mr Avinash Kumar Khaitan	- Chairman
2. Mr. Arabinda De	- Member
3. Mr. Gautam Modi	- Member

The terms of reference, inter alia, includes formulating criteria for determining qualification, positive attributes and independence of directors, carrying out evaluation of Independent Directors and the Board, recommending to Board policy relating to remuneration of Directors, Key Managerial Personnel (KMP) and other employees, carrying out other function as is mandated by the Board from time to time and to perform such other functions which is necessary or appropriate for the performance of duties.

The abridged policy framed by Nomination & Remuneration Committee is as follows-

The company considers its human resources as its invaluable asset and harmonizes the aspirations of the same which are consistent with the goals of the company. The level and composition of Directors, KMP and Senior Management will be of the nature required to run the company smoothly and adequate to improve productivity and attract, retain and motivate them. The committee shall determine and recommend their appointment, term of service, qualifications and cessation as per statutory requirement and ethical standards of probity, rectitude, qualification, competence and experience of concerned person subject to Boards approval.

The relationship of remuneration to performance is clear and meets appropriate performance benchmarks. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance to achieve the Companys target. Members will elect the Chairman of the Committee.

Non-Executive Directors may be remunerated in the form of sitting fees for attending the Board Meeting as fixed by the Board occasionally. While deciding remuneration of Managing Director and Executive Directors the committee considers pay and comprehensive factors of industry and concerned person so as to remunerate them fairly and reasonably along with some perquisites, allowances and the likes as per the rules of the company, subject to statutory requirements.

A member is not qualified to be present when his remuneration or performance is discussed or evaluated respectively. Matters shall be decided by majority of votes of Members present and voting and such decision shall for all purposes be deemed decision of the Committee. In case of equality of votes, the Chairman of the meeting will have a casting vote.

The remuneration of the other employees is fixed occasionally as per the guiding principle outlined above and considering industry standard and cost of hiring. In addition to basic salary they are also provided other benefits as per scheme of the company and statutory requirements where applicable. The detailed policy placed on the Companys website and can be accessed through following links http://ceeta.com/wp-content/uploads/2022/05/506374-nomination-and-remunerationpolicy.pdf, https://ceeta.com/wp-content/uploads/2023/02/CIL-Terms-and-conditions-of-appointment-of-Independent-Directors.pdf, https://ceeta.com/wp-content/uploads/2023/02/CIL-Criteria-of-making-payment-to-Non-Executive-Directors-1.pdf

(C)The composition of the Stakeholder Relationship Committee is as under:-

1. Mr. Arabinda De	- Chairman
2. Mr Avinash Kumar Khaitan	- Member
3. Mr. Gautam Modi	- Member

The Board has delegated the power of looking into the matters of the stakeholders/investors to Ms. Smally Agarwal, Company Secretary and Compliance Officer of the Company in consultation with the Registrar to Issue & Share Transfer Agent of the Company M/s. Niche Technologies Pvt. Ltd.

DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has in place a policy, which mandates no tolerance towards sexual harassment at the workplace. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. In addition, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the FY 2022-2023.

BOARD EVALUATION

The Company has a three tier evaluation system undertaken annually on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects and key result areas. The Independent Directors evaluated the performance of the Managing Director including all Non-Independent Directors, the Committees and the Board as a whole and the Nomination & Remuneration Committee evaluated the performance of Independent Directors and also reviewed the evaluation made by the Independent Directors in their meeting. Subsequently, the Board reviewed performance of all the individual Directors, the Committees and the Board as a whole based on the recommendation of Nomination & Remuneration Committee and expressed satisfaction and contentment on the performance of all the Directors, the Committees and the Board as a whole. With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed/re-appointed, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The Company considers numerous factors while recommending for increase/decrease in remuneration of the employee and management personnel such as companies polices , contribution made by the employee ,financial performance of the Company, comparison with peer companies, industry benchmarking and regulatory guidelines as applicable to Managerial Personnel. Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) is annexed and marked as Annexure A to this Report. There was no employees drawing remuneration of or in excess of the amount prescribed under the Companies Act, 2013.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

It has been explained in the Managements Discussion and Analysis Report.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER DIRECTORS

The Board members are provided with necessary documents, reports, relevant statutory updates and internal policies to enable them to familiarize with the Companys procedure and practices. The Independent Directors and other Directors are familiarized, inter alia, with the Company, their duties, roles and responsibilities, the nature of industry, the business model of the Company. The Directors are also updated on the changes in relevant corporate and economic laws relating to their roles and responsibilities as directors to enable them to take well informed decision and discharge their duties and responsibilities in an efficient manner and to contribute significantly towards the growth of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee. The Vigil Mechanism policy is placed on the Companys website and can be accessed through the link https://ceeta.com/wp-content/uploads/2023/02/CIL-Vigil-Mechanism-Policy.pdf.During the year under review no employee was denied access to the Audit Committee.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the transactions entered by your Company with related parties were on arms length price and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 is not attracted. Thus, disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2. is not required. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All transactions with related parties are given in the notes forming part of the financial statements. Omnibus approval in respect to regular related party transaction to be entered into by the company during FY 2023- 24, was granted by the Audit Committee and Board of Directors at their meetings held on 14.02.2023.

PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements. The Company has been informed that the said loans are proposed to be utilised by each recipient for its general business/corporate purposes.

RISK MANAGEMENT, RISKS AND CONCERNS

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on three elements, viz. (i) Risk Assessment; (ii) Risk Management; (iii) Risk Monitoring. The Company has formulated and implemented a Risk Management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks.

The Audit Committee examines inherent and unforeseen risks in accordance with the policy on a periodic basis and ensures that mitigation plans are executed with precision. The Board is also briefed about the identified risks and mitigation plans undertaken by the management at regular intervals. As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company. However, some of the probable risks which might pose challenges before the Company have been set out in the Management Discussion and Analysis section of this Annual Report. Details of various foreign exchange risks and commodity risks faced by the Company during the year have been separately disclosed in the in the notes forming part of the financial statements.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of your Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant Statutes. The Internal Auditor and the Audit Committee reviews the Internal Financial Control system periodically. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

DEPOSITS

During the year under review, the company did not accept any deposits from the public under Companies Act, 2013 read with rules.

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Companies Act, 2013, M/s. Ruwatia & Associates, Chartered Accountants (ICAI Firm Registration No. 324276E) was appointed as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 34th AGM of the Company. Since the term of 5years of M/s. Ruwatia & Associates, Chartered Accountants, the present statutory auditor of the company expires at the ensuing Annual General Meeting of the Company and they have expressed their unwillingness for reappointment., therefore it was required to appoint a new Statutory Auditor, pursuant to provisions of Section 139 of the Companies Act, 2013.

The Board of Directors in light of recommendation of Audit Committee have recommended to the shareholders for their approval for appointment of M/s G.K. Tulsyan and Company (Firm Registration No 323246E,) Chartered Accountants as Statutory Auditor of the Company for a period of 5 years effective from conclusion of 39th AGM of the Company till the conclusion of 44th AGM . The consent letter, certificate of eligibility and confirmation that appointment, if made, would be within the limits prescribed under Companies Act, 2013, dated 15.07.2023, from M/s G.K. Tulsyan and Company, Chartered Accountant was received.

The Auditors Report on the accounts for the year ended 31st March 2023 does not contain any qualification, reservation, adverse remark or observation including reference made therein, to the notes forming part of the financial statements are self-explanatory and does not require to be elucidated further.

INTERNAL AUDITOR & INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the board of directors has appointed M/S. DKSK & Associates, Practicing Chartered Accountant firm ( Firm Registration No014950S) as the Internal Auditor of the Company for the Financial Year 2023-2024, on the recommendation of Audit Committee. The Internal Audit Report submitted by Internal Auditors during the Financial Year 2022-23 have been reviewed by the Audit Committee and Board, at their respective meetings and the suggestions therein implemented to the extent possible.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has re-appointed M/s. Drolia & Co, Practicing Company Secretary (Membership No-2366, Certificate of Practicing No-1362, Peer Review No 1928/2022) as the Secretarial Auditor of the Company for the financial year 2023 2024. The Secretarial Audit Report in Form MR-3 is annexed to this report. Report of the Secretarial Auditor including reference made therein is self-explanatory and does not require to be elucidated further.

In compliance with the provisions of section 134(3) of the Companies Act, 2013, the Secretarial Auditor in their report for the financial year ended on the 31st March, 2023, made the following observations: Observation 1: The Company has received show cause notices from the office of Registrar of Companies ( Karnataka) for violation of Sections 129, 134 and 383A of the Companies Act 2013 for irregularities in disclosure of relevant informations in financial statement for FY ended 31-03-2018, 31-03-2019 and 31-03-2020 and also received show cause notice for violation of Rule 2 of the Companies (Acceptance of Deposits) Rules 2014 for the year ended 31-03-2019.

Explanation: The Company is in the process of compounding/adjudication of the offences for violation of the aforesaid sections and rules before the office of the Regional Director, Ministry Of Corporate Affairs, South East Region, Hyderabad and ROC , Karnataka.

Observation 2: The Company has not filed Audited Financial Results under Regulation 33 of the SEBI (LODR) 2015 for the quarter and year ended 31st March, 2023 within time limit due to disruption of operations at the Head office of the Company as major fire incident occurred on 10-05-2023. The company has informed the exchange and SEBI in details about the incident and intimated the exchange vide corporate announcements 11-05-2023 and requested the exchange and SEBI vide corporate announcements 20-05-2023 for granting extension of timeline for submission of audited financial statement/results and also disclosed the reasons for anticipated delay in financial results in advance to the exchange and SEBI complying the requirement of SEBI circular no. CIR/CFD/CMD-1/142/2018 dated 19 November 2018 informing reason for delay in submission of financial results. The Company filed the Audited Financial Results under Regulation 33 of the SEBI (LODR) 2015 for the quarter and year ended 31st March, 2023 on 30-06-2023.

Explanation: The Company was unable to file the audited financial results for the quarter and year ended 31st March, 2023 with the Stock Exchanges within the time limit i.e. 30-05-2023 as a major fire incident took place on May 10, 2023 at the head office of the company located at Kolkata. This was duly intimated to the exchange u/r 30 of SEBI (LODR), 2015 on May 11, 2023 and thereafter the Company requested for extension for filing of results to SEBI and BSE by submitting hard copy of the request letter on May 19, 2023 and filed the same via corporate announcement on May 20, 2023 to the exchange giving full details of the incident with supporting documents , pictures , newspaper cuttings and disclosed the reasons for anticipated delay in filing of financial results as per applicable SEBI Circular in advance that the Company has a total of three offices each located at Tumkur , Bangalore and Kolkata . The financial results are prepared after combining the financial data of all three offices due to fire in the building of Kolkata office, the Company did not had access to the office as it was barricaded by the Police Department, Kolkata, therefore it was not possible to finalize the balance sheet for the quarter and year ended March 31, 2023 within the stipulated time. The Company also regularly replied to all the queries raised by exchange SOP department giving reasons and explanations with supporting documents clearly informing that on May 22, 2023, the company got the access to enter the premises and retrieve the computerized data from the servers and thereafter the company initiated the preparation of audited financial statements for the said period and confirmed to the exchange that it will be submitted on or before June 30, 2023 and the Company did the compliance and submitted the audited financial results on June 30, 2023.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2023 is placed on the Companys website and can be accessed through the link: https://ceeta.com/wp-content/uploads/2023/08/Annual-Return-2022-2023.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

A statement pursuant to Section 134(3)(m)of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as Annexure B to this Report.

MANAGEMENT DISCUSSION & ANALSIS REPORT

In accordance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, a statement on management discussion and analysis is forming part of this annual report.

REGISTRAR AND TRANSFER AGENTS

The Company continued appointment of M/s. Niche Technologies Pvt. Ltd. of 3A Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata 700 017, Ph No 033 2280 6616, e-mail- nichetechpl@nichetechpl.com, as the Registrar and Share Transfer Agents of the Company

LISTING ON STOCK EXCHANGES & STOCK CODE

The Companys Shares are traded at BSE Ltd. Scrip Code 514171. The annual listing fee has

been paid to the Stock Exchange.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialization of shares and its ISIN NO. is INE760J01012.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations.

However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF ANY DIFFERRENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSTION (EFI)

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules or any other law for the time being in force, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT:

Your Directors have pleasure in recording their appreciation for all the guidance and cooperation received from all its customers, Members, investors, vendors, partners, bankers government authorities and other stakeholders for their consistent support to your Company in its operations. Your Directors also wish to place on record their appreciation to all of the Companys employees and workers at all level for their enormous efforts as well as their collective contribution to the Companys performance.

		On behalf of the Board
	K. M. Poddar	A De
Place : Kolkata	Managing Director	Director
Dated :20.07.2023	DIN : 00028012	DIN : 00028093