crazypricing online services ltd Directors report

To the Shareholders,

Your Directors take pleasure in presenting the 39^th Annual Report on the business and operations of your Company along with the audited standalone financial statements for the year ended March 31, 2023.

COMPANY OVERVIEW

Patback Business Limited was originally incorporated with the name of VICTOR LEASING LIMITED incorporated under Companies Act, 1956 on 20th July, 1984. The Name of the Company changed from VICTOR LEASING LIMITED to Crazypricing Online Services Limited on 26th March, 2012.

Further the name of the company be Patback Business Limited pursuant to change of name issued by Registrar of Companies NCT of Delhi and Haryana on 1st October, 2018.

The Shares of Company are listed on Metropolitan Stock Exchange of India Limited (MSEI) only.

FINANCIAL PERFORMANCE OF THE COMPANY

The Companys financial results are as under:

( Rs in 000)

Particular	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	10113.95	9834.92
Total revenue (including other income)	10529.23	9936.75
Total Expenses:
Profit before tax	8407.17	1889.81
Tax Expenses:
Less: Current tax	2144.69	103.39
Add: Deferred tax	-	-
Profit after tax	6262.48	1786.00

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

The total revenue from operations (including other income)of your Company for the year ended March 31, 2023 is increased to 10529.33/-as against 9936.75/-for the year ended March 31, 2022. The Profit before tax 8407.17 /-compared to 1889.81/-in the previous year. The company had incurred net profit for the year ended March 31, 2023is of 6262.48 /-as compared to profit of 1786.00 in the previous year ended March 31, 2022.

STATE OF COMPANYS AFFAIRS

With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to customer service. Innovations, investment and positive modifications are expected in the near future, boosting the Companys revenue. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence.

RESERVES

Your Company has transferred any amount to general reserve out of the profits of the year.

DIVIDEND

Your Company had incurred net profit of 6262.48/- during the financial year 2022-23.Therefore Board is not recommending any dividend to shareholders of the Company. However the directors of hopeful for better future.

SHARE CAPITAL

The present Authorized Share Capital of the Company is 10,51,34,000/- (Rupees Ten Crores Fifty One Lakh Thirty Four Thousand) divided into 10,513,400 (One Crore Five Lakh Thirteen Thousand Four Hundred Only ) equity shares of 10/- (Rupees Ten) each.

Paid up share capital of the Company as on 31^st March,2023 is 24,80,000/- (Rupees Twenty Four Lakh Eighty Thousand) divided into 2,48,000 (Two Lakh Forty Eight Thousand) equity shares of 10/- (Rupees Ten) each.

During the year, there has been no change in the share capital of the Company but till the date of AGM there was change in authorised share capital of the company with the approval of shareholders in the EGM held on July 13,2023.

• Reclassification of Authorised Share capital of the company .

• Increase in authorised share capital by making addition of 25,00,000 equity shares rank pari passu with the existing equity share of the company .

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review there is no change in the nature of business of the Company.

CHANGE OF RTA

Your company make appointment of " M/s Skyline Financial Services Private Limited " as Registrar and Share Transfer Agent ( "RTA") of the Company in place of "M/s Beetal Financial and Computer Services Private Limited " for electronic connectivity be completed and w.e.f January 03,2023 as per communication received from NSDL vide letter no: II/RJ/DEMAT/2023/0001 dated January 02,2023 and from CDSL vide letter no: CDSL/RP-SK/RTA-CH/2022-23/517 dated January 03,2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company have if any loans, guarantees or investments as per Section 186 of the companies act, 2013 during the year.

SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

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

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. During the year under review, the Company had no earnings and expenditure in foreign exchange.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board, there has been no 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,are given in "Annexure A" of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended separately, aregiven in "Annexure B"of this Report.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Companys endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate Governance in the Company.

RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System & Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral part of the Companys business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business Opportunities.

INTERNAL CONTROL SYSTEMS

The Companys Internal Control System is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all the applicable environmental lawand labour laws. The company has been complying with the relevantlaws and has been taking all necessary measures to protect theenvironment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31, 2023, your Board comprised of 4 (Four) Directors which includes two non executive directors (including women director) and two independent directors. Your Directors on the Boardpossess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company in the Annual General Meeting.

Composition of Board of Directors:

S.NO NAME	STATUS
1. Mr. Pawan Kumar Mittal	Non Executive Director
2. Mrs. Kiran Mittal	Non -Executive Director
3. Mr. Ankit Singhal	Non-Executive Independent Director
4. Mr. Ish Sadana	Non-Executive Independent Director

Key Managerial Personnel

As on March 31, 2023, following members holds the position of Key Managerial Personnel are:

- Ms. Meena, Chief Executive Officer and Chief Financial officer

- Ms. Twinkle Agrawal , Company Secretary& Compliance Officer

During the year under review following event took place :

Ms. Rekha Garg , CEO & CFO has resigned from his position w.e.f 03.05.2022.

Mrs. Meena has joined the company in the position of CEO & CFO w.e.f 04.05.2022.

Directors Retires by Rotation

In accordance with the provisions of the Companies Act, 2013 and the articles ofassociation of the Company, Mrs. Kiran Mittal, Director of the Company, is liable to retireby rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. TheDirectors recommend the said re-appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Familiarisation Programme

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors.

Directors Appointment and Remuneration Policy

The Companys policy on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the 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 Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

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

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. During the year under review, none of the Directors of the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, 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 profit and 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 the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended March 31, 2023, 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 are operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Seven (7) times during the financial year 2022-23. The meetings of Board of Directors were held on 04^th May, 2022 ,28^th May,2022,10^tn August, 2022, 26^th August,2022 ,11^th November, 2022,10th December,2022 and 28^th January, 2023.

The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of the Director	Designation	Category	Number of Board Meetings during the year		Attendance of Last AGM
			Held	Attended
Pawan Kumar Mittal	Director	Non Executive- Non Independent	7	7	Yes
Kiran Mittal	Director	Non Executive- Non Independent	7	7	Yes
Mr. Ankit Singhal	Director	Non Executive- Independent	7	7	Yes
Mr. Ish Sadana	Director	Non Executive- Independent	7	7	Yes

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.The agenda and Notice for all the Meetings was prepared and circulated in advance to the Directors.

Information provided to the Board

The Board of the Company is presented with all information under the following heads, whenever applicable and materially significant. These are summarised either as part of the agenda will in advance of the Board Meetings or are tabled in the course of the Board Meetings. This, inter-alia, includes:

- Annual operating plans of businesses, capital budgets, updates.

- Quarterly results of the Company and its operating divisions or business segments.

- Information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

- Materially important litigations, show cause, demand, prosecution and penalty notices.

- Fatal or serious accidents.

- Any material default in financial obligations to and by the Company or substantial non-payment for services rendered by the Company.

- Any issue, which involves possible public liability claims of substantial nature, including any judgment or order, which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

- Transactions had involved substantial payments towards good-will, brand equity, or intellectual property.

- Significant development in the human resources front.

- Sale of material, nature of investments, assets which is not in the normal course of business.

- Quarterly update on the return from deployment of surplus funds.

- Non-compliance of any regulatory or statutory provisions or listing requirements as well as shareholder services as non-payment of dividend and delays in share transfer.

- Significant labour problems and their proposed solutions. Any significant development in Human Resources /Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on January 28, 2023 during the year 2022-23. Committee Meetings Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them.

Brief description of the terms of reference

- Overview of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position.

- Recommending the appointment, re-appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

- Reviewing the financial statements and draft audit report, including quarterly / half yearly financial information.

- Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

o Any changes in accounting policies and practices;

o Major accounting entries based on exercise of judgment by management; o Qualifications in draft audit report; o Significant adjustments arising out of audit; o Compliance with accounting standard;

o Compliance with stock exchange and legal requirements concerning financial statements; o Any related party transactions as per Accounting Standard 18. o Reviewing the Companys financial and risk management policies. o Disclosure of contingent liabilities.

o Reviewing with the management, external and internal auditors and the adequacy of internal control systems.

o Discussion with internal auditors of any significant findings and followup thereon. o Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. o Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. o Reviewing compliances as regards the Companys Whistle Blower Policy.

- Mandatory review of following information

o Management discussion and analysis of financial condition and results of operations; o Statement of significant related party transactions, submitted by management; o Management letters / letters of internal control weaknesses issued by Statutory Auditors and:

o Appointment, removal and terms of remuneration of Internal Auditor.

The Board has re-constituted the Audit Committee in accordance with the requirement of Companies Act, 2013 and other applicable provisions. All members of Audit Committee are financially literate and have financial management expertise. The Audit Committee comprises of three members including two members as independent director out of which one is chairman of this committee.

The Audit Committee met Four (4) times during the financial year 2022-23. The meetings of Audit Committee were held on 28^th May,2022, 10^th August,2022,11^th November, 2022 and 28^th January, 2023.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at the Meetings are as follows:

		No. of Meetings
Name	Designation	Held	Attended
Ankit Singhal	Chairman	4	4
Ish Sadana	Member	4	4
Kiran Mittal	Member	4	4

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the Companies policy on and approve specific remuneration packages for executive director (s)/Manager under the Companies Act, 2013 after taking in to account the financial position ofthe Company, trend in the industry, appointees qualification, experience, past performance, interest of the Company and members.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the Companies Act, 2013. This Committee has comprises three members including two members as independent directors out of which one member is chairman of the committee.

The Nomination and Remuneration Committee met Two (2) times during the financial year 2022-23. The meetings of Nomination and Remuneration Committee were held on 04^th May, 2022 and 10^th December, 2022.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed andtaken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Nomination and Remuneration Committee and Their Attendance at theMeetings are as follows:

Name	Designation	No. of Meetings
		Held	Attended
Ankit Singhal	Chairman	2	2
Ish Sadana	Member	2	2
Kiran Mittal	Member	2	2

Stakeholder s Relationship Committee,

The scope of the Stakeholders Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, nonreceipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders Relationship Committee to consider and resolve grievances of the Shareholders / Investors. This Committee has comprises three members including two members as independent directors out of which one member is chairman of the committee.

The Stakeholders Relationship Committee met Two (2) times during the financial year 2022-23. The meetings of Stakeholders Relationship Committee were held on 04^th May, 2022 and 10^th December, 2022.

The Minutes of the Meetings of the Stakeholders Relationship Committee are discussed andtaken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Stakeholders Relationship Committee and Their Attendance at the Meetings are as follows:

Name	Designation	No. of Meetings
		Held	Attended
Ankit Singhal	Chairman	2	2
Ish Sadana	Member	2	2
Kiran Mittal	Member	2	2

Shareholders Meetings

Annual general meeting of shareholders was held on September 26,2022.

AUDITORS

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. GAakash & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

- Secretarial Auditors Observations

Secretarial Auditors observations are self explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remarks made by the statutory auditors in their report.

- Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2022-23,aregiven in"Annexure C"of this report.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Board had appointed M/s S.K. Goel & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2022-23.

- Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

- Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

Statutory Auditors

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.

- Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

- Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year2022-23, are given in"Annexure D"of this report.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The transactions entered with related parties during the year under review were on Arms Length basis and in the ordinary course of business. The provisions of Section 188 of the Companies Act, 2013 are therefore, not attracted. All related party transactions were approved by the Audit Committee and the Board. The relevant information regarding related party transactions has been set out in Note No. 17 of the Financial Statements for the financial year ended 31.03.2023 and Form No. AOC-2 are given in "Annexure E" of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in (in e-form MGT-7) for the financial year ended March 31, 2023 is on website of company at https://www.patback.in/corporate-announcements.

ENHANCING SHAREHOLDER VALUE

Our Company firmly believes that its success in the market place and agood reputation is among the primary determination of value to the shareholders.

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerializationof its equity shares. The ISIN- INE401L01019 has been allotted for theCompany. Therefore, the matter and/or investors may keep theirshareholding in the electronic mode with their Depository Participates.14% of the Companys Paid-up Share Capital is in dematerialized form and balance 86% is in physical form as on 31^st March, 2023.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy.

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

- No of complaints received : 0

- No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to spend any amount in respect of Corporate Social Responsibility as provisions relating to Corporate Social Responsibility under Section 135 of Companies Act, 2013 is not applicable to Company.

DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-23.

OTHER DISCLOSURES

Your Directors state that during the financial year 2022-23:

- The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

- The Company did not issue any Sweat Equity shares.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Till the date of AGM and after the year ended Financial year 2022-23 ,the company issue Preferential warrants as below:

• With the approval of shareholders in the EGM held on July 13,2023 company issue and allotment of 1,00,00,000 (One Crore) Convertible Warrants ("Warrants"), each carrying a right to subscribe to one Equity Share of Rs. 10/- each of the Company ("Equity Share") per Warrant, Rs. 13.70/- (Rupees Thirteen & Seventy Paise Only) including premium of Rs. 3.70 (Rupees Three & Seventy Paise Only) per warrant, aggregating to Rs. 13,70,00,000 (Rupees Thirteen Crore Seventy Lakh Only)

• In meeting held on August 11, 2023, board had approved the allotment of 1,00,00,000 (One Crore Only) Convertible Warrants ("Warrants"), each carrying a right to subscribe to one Equity Share of Rs. 10/- each of the Company ("Equity Share") per Warrant, exercisable by the Warrant holder in one or more tranches, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, at a price of Rs. 13.70/- (Rupees Thirteen & Seventy Paise Only) including premium of Rs. 3.70 (Rupees Three & Seventy Paise Only) per warrant, aggregating to Rs.13,70,00,000 (Rupees Thirteen Crore Seventy LakhOnly)out of which 25% of the Warrant issuance price is paid at the time of allotment of Warrants & balance is payable by Warrant holders at the time of allotment of Equity shares pursuant to exercise of the options attached to Warrants to subscribe to Equity Shares.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute ofCompany Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards wererevised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

CAUTIONARY STATEMENT

Statements in the Boards Report describing the Companysobjectives, projections, estimates, expectations or predictions may be "forward looking statements" within themeaning of applicable securities laws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make a difference to your Companys operations include global and Indiandemand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing inyour Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions and associates and are grateful to the shareholders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all level.

	By the order of the Board of Directors of Patback Business Limited
	Sd/-	Sd/-
	Kiran Mittal	Pawan Kumar Mittal
Date:25.08.2023	Director	Director
Place:New Delhi	DIN:00749457	DIN: 00749265