CMI Ltd Directors Report

To the Members,

CMI Limited

THE Honble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") and accordingly the corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Honble National Company Law Tribunal, Delhi Bench, ("NCLT") has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Although the power of the board is suspended as per above regulations all the current directors including Managing Directors/promoters are duty bound to cooperate with Resolution Profession in managing the affairs of the Company and help RP in his endeavor of running the Corporate Debtor as going concern.

Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management and operation of the company from July 28, 2023. Consequently, all actions that are deemed to be taken by Board of Directors have been given effect by the IRP/RP during the continuance of the CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and discharging the duties under the CIRP.

The Board/Resolution Professional present the Fifty Seventh Boards Report of the CMI Limited "(the Company"), along with the financial statements for the financial year ended 31^st March, 2024.

The financial summary and performance highlights of the Company, for the financial year 202324 are provided below:

(Amount Rs. in Lakhs)

Particulars	Financial year
	2023-24	2022-23
Total revenue	2,975.44	2,359.30
Less: Total Expenditure excluding Depreciation	3,136.43	4,156.77
Profit before Depreciation and Tax	(160.99)	(1,797.46)
Less: Depreciation	844.58	921.56
Add: Exceptional items	-	(9,025.46)
Profit Before Tax	(1,005.57)	(11,744.49)
Less: Current Tax	-	-
Deferred Tax	173.01	735.48
Net Profit after Tax	(832.56)	(11,009.02)

Previous years figures have been regrouped/ rearranged wherever considered necessary.

2. FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year under review, your Companys revenue from operations was Rs. 2,975.44 Lakhs. Further, in the Financial Year ended 31^st March, 2024, the Profit/(Loss) before tax (PBT) was Rs. (1,005.57) Lakhs as against Rs. (11,744.49) Lakhs in the previous year and Profit/(Loss) after tax (PAT) was Rs. (832.56) Lakhs against Rs. (11,009.02) Lakhs in the previous financial year.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND DETAILS OF SIGNIFICANT AND MATERIAL GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Honble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") and accordingly the corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Honble National Company Law Tribunal, Delhi Bench, ("NCLT") has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

4. SHARE CAPITAL

As on 31^st March, 2024, Authorised share capital of the Company is Rs. 175,00,00,000/-(0ne Hundred and Seventy Five Crores) and Paid up share Capital of the Company is Rs. 16,02,74,570/- (Rupees Sixteen Crores Two lakhs Seventy Four Thousand Five hundred and Seventy Only) divided into 1,60,27,457 (One Crore Sixty Lakh Twenty Seven Thousand Four Hundred Fifty Seven) equity shares of Rs. 10/- (Rupees Ten) each.

5. CREDIT RATING

For the Financial Year 2023-24, no credit ratings have been obtained from the Rating Agencies.

6. DIVIDEND AND RESERVES/OTHER EQUITY

In view of the financial performance and losses during the year under review, the Board of Directors has not recommended any dividend for the financial year under review. As the Company has incurred losses during the year, other equity of the Company as on 31^st March, 2024 stands at Rs (15,153.78) lakhs.

7. PUBLIC DEPOSITS

The Company has not accepted or renewed any fixed deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required to furnish information in respect of outstanding deposits under non-banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company do not have any Associate or Subsidiary Company. Therefore, disclosure in Form AOC-1 in terms of Section 129(3) of the Act is not required.

9. INTERNAL FINANCIAL CONTROLS

The Board/RP believes that based on the knowledge/ information gained by them about affairs of the Company from records, the Company has effective internal financial control systems and policies and such controls are operating effectively.

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by company are authorized, recorded and reported properly.

The Board/Management is in the process reviewing the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the company under the supervision of RP.

Pursuant to provisions of Section 138 and other applicable provisions, if any, read with rule 13 of the Companies (Accounts) Rules ,2014, of the Companies Act,2013, RP/Board in their meeting held on 17^th October, 2023, upon approval of the COC, appointed M/s. Priyanka Singh and Associates as the Internal Auditor of the Company to conduct internal audit of the records of the Company for the financial year ended on 31^st March, 2024 at a remuneration to be fixed by the Board/RP/COC.

The appointment of Statutory Auditor for the FY2024-25 was presented to the Committee of Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the proposal, citing the statutory compliance requirements as an additional burden on the costs of the Corporate Insolvency Resolution Process (CIRP). As a result, the Statutory Auditor for the FY2024-25 has not been appointed yet.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2024, the Company has 4 Directors with an Executive Chairman, which includes 1 Executive Directors, 1 Non-executive Independent Directors and 2 Non-executive Non-Independent Director.

During the year under review, following are the changes in the composition of Board of Directors of the Company:

S. No. Name of Director	DIN	Designation	Date of Appointment	Date of Cessation
1 Mr. Amit Jain	00041300	Chairman Cum Managing Director	01-10-2002	-
2 Mr. Pyare Lal Khanna	02237272	Non-Executive Non Independent Director	30-12-2020	-
3 Ms. Charu Jain	03457247	Non-Executive Independent Director	28-05-2019	01-08-2023
4 Mr. Kunal Singhal	08140142	Non-Executive Non Independent Director	31-03-2020	-
5 Mr. Servagaya Jain	00862686	Non-Executive Independent Director	26-08-2020	-
6 Mr. Vikash Sharma	05192303	Non-Executive Independent Director	31-12-2021	30-04-2023

Mr. Vikash Sharma and Ms. Charu Jain, Non-Executive Independents Director resigned from the directorship of the Company w.e.f. 30^th April, 2023 and 1^st August, 2023 respectively.

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re- appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

None of the Directors are disqualified under the provisions of the Companies Act, 2013.

Key Managerial Personnel

During the year under review, in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company were as under: -

i. Mr. Amit Jain - Chairman cum Managing Director

ii. Mr. Subodh Kumar*- Company Secretary (resigned w.e.f. 01st June, 2023)

iii. Mr. Raj Kumar* - Chief Financial Officer (resigned w.e.f. 31^th May, 2023)

iv. Ms. Tanya* - Company Secretary (appointment w.e.f. 31^st July, 2024)

During the year under review, there is no change in the Key Managerial Personnel (KMP) of the Company in terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013.

However, Mr. Raj Kumar resigned from the designation of CFO and Mr. Subodh Kumar resigned from the designation of Company Secretary w.e.f. 30.05.2023 and 01.06.2023 respectively.

Ms. Tanya was appointed as Company Secretary of the Company w.e.f. 31.07.2023.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is here by confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31^st March, 2024 the applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and no material departures have been made from the same;

ii. Appropriate Accounting Policies have been selected and applied consistently and have 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 31^st March, 2024 and of the profit of the Company for that year ended on that date except to the extent mentioned in notes to accounts;

iii. Proper and sufficient care has been taken 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

iv. The Annual Accounts have been prepared on a going concern basis.

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

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

12. BOARD PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors prior to CIRP.

Pursuant to the provisions of the Act, the Board used to carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee. Some of the performance indicators based on which evaluation takes place are experience, expertise, knowledge and skills required for

achieving strategy and for implementation of best governance practices which ultimately contributes to the growth of the Company in compliances with all policies of the Company.

However, the powers of Board of Directors of the Company stand suspended effective from the ClRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management and operation of the company from July 28, 2023. Consequently, all actions that are deemed to be taken by Board of Directors have been given effect by the IRP/RP during the continuance of the CIRP as per the provisions of the IBC. The report attached is for the purpose of compliance and discharging the duties under the CIRP, as governed by the Code.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 2 (Two) Board Meetings were duly convened and held. The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company

are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The powers of Board of Directors of the Company stand suspended effective from the Cl RP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at https://cmilimited.in/img/pdf/Nomination%20and%20Remuneration%20Policy-new-2021.pdf.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. VIGIL MECHANISM Cum WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism Cum Whistle Blower Policy, framed by Board of the Company, to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. No employee has been denied to have access to the Chairman of the Audit Committee/Management/Resolution Professional.

The same has also been displayed on the website of the Company viz: -

https://cmilimited.in/img/pdf/Whistle%20Blower%20Policy-2022.pdf.

The powers of Board of Directors of the Company stand suspended effective from the ClRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted by the Board of Directors in the Related Party Transactions Policy of the Company. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified and details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link https://cmilimited.in/img/pdf/Policy on Related Party Transactions-new-2021.pdf. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except transactions approved by Audit Committee and Board.

The powers of Board of Directors of the Company stand suspended effective from the Cl RP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed

Corporate Social Responsibility ("CSR") Committee. Details of CSR Committee along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report. The policy on CSR as approved by the erstwhile Board of Directors is also uploaded on the website of the Company i.e. https://cmilimited.in/img/pdf/Corporate%20Social%20Responsibility%20Policy.pdf.

Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, have been annexed as Annexure -1 and forms integral part of this Report.

The powers of Board of Directors of the Company stand suspended effective from the ClRP commencement date and such powers along with the management of affairs of the Company are vested with the RP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. AUDITORS

a) Statutory Auditor and Auditors Report

M/s. J Madan & Associates, Chartered Accountants, was appointed as the Statutory Auditors of the Company by the Resolution Professional upon approval of Committee of Creditors on 03^rd January, 2024 and 5^th March, 2024, for the financial year ending 31^st March, 2024 and the same was placed before the shareholders for ratification in ensuing AGM.

The appointment of Statutory Auditor for the FY2024-25 was presented to the Committee of Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the proposal, citing the statutory compliance requirements as an additional burden on the costs of the Corporate Insolvency Resolution Process (CIRP). As a result, the Statutory Auditor for the FY2024-25 has not been appointed yet.

There is no audit qualification, reservation or adverse remark for the year under review except as mentioned below:

• The Company is under corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (IBC).

Reply: The Honble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") for an

alleged amount of default of Rs. 164.86 Crore and accordingly the corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Honble National Company Law Tribunal, Delhi Bench, ("NCLT") has also approved the appointment of Mr. Deepak Maini as the Resolution Professional ("RP") to conduct the CIRP of the Company under section 16 of the Insolvency and Bankruptcy Code 2016.

• Going Concern Concept: The accumulated losses of the company as at the close of 31st March 2024 amounting to Rs. 15,153.78 lakhs as against which the paid-up capital of the company is Rs.1603.07 Lakh and the losses has totally eroded the net worth of the company. The company has been incurring continues losses for the past many years.

Reply: The auditor have opined upon the going concern nature of the company due to consistent losses being incurred since the inception of Covid-19 due to the resultant market disruptions, minimal operations in the factory and risk carried by the company due to non-execution of orders by the company after Covid-19. The company could not honor its financial commitment towards its lenders.

Pursuant whereof, one of the lenders, filed an application against the company under section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") which has since been admitted by Honble NCLT, New Delhi vide its order dated 28.07.2023. However, the business segment carries potential and the company can be revived in future. During the course of CIRP, the company is operating on some job work arrangement and has been meeting its liabilities incurred during CIRP period.

• The Company has not complied the disclosure for the following as per IND AS 19:

o The Company has not identified, measured, quantified and disclosure the gratuity and leave encashment and its impact on the current financial statements.

Reply: Ascertainment of actuarial liability as laid down under Ind AS — 19 involves considerable cost which is difficult for the company to with stand considering the status of Company being undergoing CIRP. Honble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Credito[r") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code"). ^•

• Liabilities may arise under litigation with the income tax department, TDS and GST department could not been ascertained and calculated due to details not available with us.

Reply: To the best of our knowledge, all the compliance to the applicable laws have been made during the CIRP process however we are also informed that pursuant to the admission of the CIRP, certain claims

have been filed by various statutory authority before the Resolution professional (RP), which to our understanding have been dealt by the RP as per applicable law.

• The fixed assets register is not available hence value is taken at book value as balance brought forward from previous years and physical verification report is also not available for the same.

Reply After the initiation of the CIRP, the assets of the company are under custody & control of the RP which has been valued after physical verification by the IBBI registered valuers for the purpose of CIRP.

• Confirmation of loan account, bank account and investments not available and account balance subject to reconciliation.

Reply Confirmation of loan account, bank account and investments not available and account balance subject to reconciliation as the company is under CIRP.

• Quantitative details of stock not available however, value of stock is taken at book value as balance brought forward from previous years.

Reply The records which are practically possible having regard to the nature of the products and the volume of the business have been maintained and provided.

• Balances of Current Assets and Current Liabilities are subject to confirmation and any recovery from Current Assets has not been ascertained.

Reply Balances of Current Assets and Current Liabilities are subject to confirmation and any recovery from Current Assets has not been ascertained as the Company is CIRP.

b) Secretarial Auditor and secretarial Auditor Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional (RP) proposed the appointment of a Secretarial Auditor. However, the appointment was submitted to the Committee of Creditors (CoC) for approval. The CoC rejected the proposal, citing concerns over the additional costs that statutory compliance would impose on the Corporate Insolvency Resolution Process (CIRP). Consequently, the secretarial audit for FY 2023-24 was not conducted.

The Secretarial Audit Report for FY 2023-24 in Form MR-3 is not annexed herewith.

c) Cost Auditor

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a cost accountant. Cost records are made and

maintained by the Company as required under Section 148(1) of the Act. The Board of Directors at its meeting held 30^th May, 2022 appointed M/s Ajay Kumar Singh & Co (Firm Registration Number 000386), Cost Auditors to conduct the Cost Audit for the Financial Year 2023-24.

For the financial year ending 31^st March, 2024, the Resolution professional of the Company has upon approval of Committee of creditors , approved the appointment of M/s Ajay Kumar Singh & Co as the cost auditors of the Company. M/s Ajay Kumar Singh & Co, Cost Accountants have vast experience in the field of cost audit.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors as approved by Committee of creditors has to be ratified by the members of the Company.

The Cost auditor for FY 2024-25 has not been appointed because the appointment of auditors for the period was presented to the Committee of Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the proposal, citing the statutory compliance requirements as an additional burden on the costs of the Corporate Insolvency Resolution Process (CIRP). As a result, the Cost auditor for FY 2024-25 was not appointed.

21. OTHER INFORMATION

a) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government.

The Statutory Auditors, Secretarial Auditors, Cost Auditors or Internal Auditors of the Company have not reported any frauds to the Resolution Professional under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

b) Stock Options Scheme

The Company does not have any Scheme of Stock Option for its employees, Directors etc.

c) Disclosure under Section 43(a)(iii) and Section 54(1) (d) of the Companies Act, 2013

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section 43(a)(iii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be disclosed.

d) Risk Management

The Resolution Professional is continuingly reviewing the Risk management framework of the Company. The Company regularly put in place a suitable enterprise risk management framework for identifying and evaluating risks and opportunities that may have bearing on the organization. The Company recognizes that these risks need to be managed and mitigated to protect the shareholders and other stakeholders interest.

e) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

In accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure - 2 hereto and forms an integral part of this Report.

f) Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details of the employees as required under Section 197(12) of the Companies Act 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure -3.

g) Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at 31^st March, 2024 on its website at https://cmilimited.in/investors/extract-of-annual-report. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

h) Management Discussion & Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of the Annual Report.

i) Particulars of Loans, Guarantees or Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no 10 & 11 to the Financial Statements.

j) Corporate Governance Report

The Company has complied with requirements of Regulation 34 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate Governance practices followed by the Company is given as an Annexure-4 to this report.

k) Cost Records

As per the requirement of Central Government and pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, audit of cost records of the Company is not being carried out for the financial year ended 31^st March, 2025.

The appointment of auditors for the period was presented to the Committee of Creditors (CoC) for approval by the Resolution Professional. However, the CoC rejected the proposal, citing the statutory compliance requirements as an additional burden on the costs of the Corporate Insolvency Resolution Process (ClRP). As a result, the Cost auditor for FY 2024-25 is not yet appointed.

l) Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

The Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender Protection, Prevention of Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, Apprenticeship) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year under review> No. of complaints received: Nil

> No. of complaints disposed of: NA

> No. of Complaints at the end: NIL

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

22. CAUTIONARY NOTE

Certain Statements in the Management Discussion and Analysis section may be forwardlooking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Resolution Professional envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking Statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Companys financial statements and notes on accounts.

23. OTHER DISCLOSURES

> During the financial year 2023-24, the Company has not made any application.

THE Honble National Company Law Tribunal, Delhi Bench, ("NCLT") vide its order dated July 28, 2023 ("Order"), pronounced on August 01, 2023, has admitted the application filed by Canara Bank ("Financial Creditor") under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations framed thereunder ("the Code") and accordingly the corporate insolvency resolution process ("CIRP") has commenced of the Company, CMI Limited ("Company") with effect from July 28, 2023.

Furthermore, the Honble National Company Law Tribunal, Delhi Bench, ("NCLT") has also approved the appointment of Mr. Deepak Maini as the Interim Resolution Professional ("IRP")/Resolution Professional ("RP") to conduct the CIRP of the Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.

> There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

> The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

The Resolution Professional, wish to place on record their gratitude to the Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co-operation. The Resolution Professional place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

New Delhi	Powers of the board are suspended from the Insolvency
Date: 29.11.2024	Commencement Date
	Taken on record by Deepak Maini
	Resolution Professional
	CMI Limited
	(Reg. No. IBBI/IPA-001/IP-P00676/2017-2018/11149)