diamant infrastructure ltd share price Management discussions


Your Directors are pleased to present the 42nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2022

Amount In Rs.

SUMMARISED FINANCIAL RESULTS:
2021-22 2020-21
Revenue from operations - -
Other Income 47,71,684/- 15,81,684/-
Total Income 47,71,684/- 15,81,684/-
Total Expenses 49,99,467/- 4,75,15,482/-
Profit/ (Loss) before Exceptional items and tax (2,27,783) (4,59,33,798)
Less:
Exceptional Item 69,051
Profit or Loss before Tax (2,27,783) (4,58,64,747)
Deferred Tax 8,38,187 9,51,041/-
Previous Tax 41,85,752/-
Profit/Loss for the period from continuing operations (10,65,970) (5,10,01,540)
Profit or loss for the period (10,65,970) (5,10,01,540)
Earning per Equity share (From Continuing operation)
Basic (0.03) (1-45)
Diluted (0.03) (1-45)

Share Capital

During the year ended 31st March 2022, there is no change in the issued, subscribed and paid up share capital of the Company. The paid-up capital as on 31st March, 2022 stood at Rs. 704.08 lakhs divided into 3,52,04,000 equity shares of Rs.2/- each.

Bonus

During the year under review no bonus shares are issued by the company.

Dividend

In view of the loss incurred during the year, no dividend could be recommended by your Board of Directors for the financial year 2021-22.

Transfer to Reserves

The current year loss of Rs. 10,65,970/- has been transferred to Reserves & Surplus.

Capital Expenditure on Assets

During financial year 2021-22 the company has not incurred any capital expenditure.

Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Maintenance of Cost Records

Your company is not required to maintain cost records under sub- section (1) of section 148 of the Companies Act, 2013.

COVID-19

The rapid and diffused spread of the recent coronavirus (COVID-19) and global health concerns relating to this outbreak have had a negative impact on, among other things, financial markets, liquidity, economic conditions and trade and could continue to do so for an unknown period of time, that could in turn have an adverse impact on business. The second wave of Covid 19 outbreak triggered another spate of lockdowns in almost all states in the country.

Since there were no employees in the company and no major business operations, the impact of Covid on the companys operation was minimal. But the impact of COVID on the Indian economy and the infrastructure industry has been significant which will render it difficult for the company to procure new projects soon. However, the management is trying its best to get new projects and revive the financial position of the company.

Management Discussion and Analysis

(a) Overview of Indian Economy

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

(b) Industry structure and developments

The Government, through a series of initiatives, is working on policies to attract significant investor interest. A total of 200,000 km of national highways is expected to be completed by 2022. In the next five years, National Highway Authority of India (NHAI) will be able to generate Rs. 1 lakh crore (US$ 14.30 billion) annually from toll and other sources.

Highway construction in India increased at 17.00% CAGR between FY16-FY21. Despite pandemic and lockdown, India has constructed 13,298 km of highways in FY21. Under the Union Budget 2022-23, the Government of India has allocated Rs. 199,107.71 crore (US$ 26.04 billion) to the Ministry of Road Transport and Highways. In FY22 (until December), the Ministry of Road Transport and Highways constructed national highways extending 5,835 kms. In June 2021, the Ministry of Road Transport and Highways constructed 2,284 kms of national highways compared with 1,681 kms in June 2020.

NHAI plans to construct 25,000 kilometres of national highways in 2022-23 at a pace of 50 km per day. In the Union Budget 2022-23, government has planned for an increase in allocation for the central road fund by 19%, the total fund was Rs. 2,95,150 crores (US$ 38.86 million).

The Indian government launched Gati Shakti-National Master Plan, which will help lead a holistic and integrated development of infrastructure generating immense employment opportunities in the country.

In October 2021, the government announced a plan to install charging stations every 40 to 60 kilometres on national highways to strengthen wayside amenities; in line with this, ~700 e-vehicle charging stations are expected to be installed by 2023, covering 35,000 to 40,000 kms of national highways. The Minister for Road Transport & Highways and Micro, Small and Medium Enterprises, Mr. Nitin Gadkari, is targeting to construct 40 kms per day in FY22.

(c) Outlook

The Indian economy grew approximately 9% in 2022 and 8.2% in the 2021 calendar year, after a 6.7% contraction in 2020, the year of COVID outbreak. The economy witnessed global slowdown with the continuing COVID pandemic in 2021 as well. However with the pandemic much in control in the beginning of 2022, Indias economy is now estimated to grow by more than 9% in the current fiscal year 2022-23. The economy has been on a recovery path after the impact of the worlds strictest lockdown in the last fiscal. The spread of the Omicron variant in the third COVID wave prompted some states to impose curbs, which has hurt several sectors of the economy, particularly the contact intensive service sectors but overall it is felt that the impact of the third wave is muted.

According to Indian Infrastructure Sector in India Industry Report, India has budgeted to spend US$ 1.4 trillion on infrastructure in between the period of 2019-23 to promote sustainable development in the country. This depicts the upward trajectory of the Indian infrastructure space which is on the rise. Also, with Covid-19 restrictions been now removed, the infrastructure work has progressed, and the economy boost is only possible with the infra development at the forefront.

The board feels that the initiatives and plans by the government for the infrastructure sector, will attract lot of capital for its development. The growth and development of India lies with the Infrastructure Development of the country. Considering the growth of the company in infrastructure business and taking into account the available opportunities in the Infrastructure Business, the Board has decided to focus on infrastructure projects.

The Board Strongly feels that by venturing into the infrastructure and realty business, in the days to come, the wealth of the shareholders will enhance.

(d) Risks and Concerns

Infrastructure projects are highly capital intensive and often suffer crippling time and cost overruns due to delays in the construction phase because of the following issues: land issues, rights of way, practical environmental challenges and other delays in securing consents. These challenges restrain the sector from yielding full benefits of the potential growth.

(e) Opportunities and Threats

Over the last decade, India has built some world class infrastructure facilities. Road development is recognized as essential to sustain Indias economic growth. A large component of highways is to be developed through public private partnership. Factors like large demand and supply gap in affordable housing, low housing loan interest rates, tax incentives and growing middle class with higher savings are expected to contribute to the rapid growth in real estate sector. The major threat in this industry is that the burden is on developer because of execution delay. Several announced projects are yet to be completed.

(f) Operational, Segment wise and Financial Performance of Business

The Company could not get any new infrastructure project during the year and there was no operations in the company hence segment wise performance comparison is not possible. The outbreak of COVID-19 pandemic has significantly impacted businesses around the world. The Management is trying its best for procuring and developing this segment.

The company has registered a total income of Rs. 47.71 lakhs during the year. The loss before Interest Tax and Depreciation was Rs.2.28 Lakhs. The net loss for the year is Rs.10.66 Lakhs

(g) Internal control systems

The Company has in place a well-established internal control procedure covering various areas such as procurement of raw materials for projects infrastructure planning, quality control, maintenance planning, marketing, cost management and debt servicing. Necessary checks and balances have been instituted for timely correction.

(h) Development in Human Resources / Industrial Relations

Since there were no employees during the year the above meetings have not been conducted.

(i) Details of Significant Changes in Key Financial Ratios and Return on Networth

Since there were no business in the Company, above details are not required

Change in the Nature of Business

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

The assets of the company has been adequately insured.

Environmental Protection, Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of your Company. Systematic process safety analysis, audits, periodic safety inspections are carried out by expert agencies and suitable control measures adopted for ensuring safe operations at the site. Various processes as required for Pollution Control and Environmental Protection are strictly adhered to. But since there was no operation during the year, these processes have not been followed.

Material Changes Affecting Financial Position Between the End of Financial Year and Date of Board Report

There is no material change affecting the financial position between the end of financial year and date of board report.

Details of Subsidiaries, Associate Companies and Joint Venture

There is no subsidiary, associate company or a joint venture.

Details of Companies That has Ceased to Be Subsidiary, Associate or Joint Ventures

There were no subsidiary, associate or a joint venture company.

Consolidated Financial Statements

As on 31.03.2022 there was no subsidiary or associate of the company, hence consolidated financial statements have not been prepared.

Board of Directors

Your companys Board of Directors comprises of the following Directors

SR. NAME NO DIN DESIGNATION
1. Shri Naresh Saboo 00297916 Managing Director & CFO
2. Smt. Madhu Saboo 00395363 Whole Time Director
3 Shri Harshal Ashok Madan 08227283 Independent Director (Resigned w.e.f. 23rd November, 2021)
4. Miss Reenal Jigar Kamdar 07143495 Independent Director

Directors and Key Managerial Personnel

During the year under review, Shri Harshal Madan (Independent Director) tendered his resignation. The board place on record its gratitude for the services rendered by him during his tenure.

Mr. Naresh Saboo who is a Whole Time Director who also acts as Compliance Officer and CFO.

Mrs. Madhu Saboo who is a Whole Time Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Key Managerial Personnel

The Key Managerial personnel are Mr. Naresh Saboo, Managing Director & CFO & Compliance Officer and Mrs. Madhu Saboo as Whole Time Director. Both have not received any remuneration in FY 2021-22 and do not receive sitting fees.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, 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 were also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Number of Board Meetings

Sl. No. Date of the Meeting No. of Directors attended the Meeting
1 30.06.2021 4
2 13.08.2021 4
3 06.09.2021 4
4 13.11.2021 3
5 11.02.2022 3

Committees of The Board

a. Audit Committee

Sl. Name No. Category of Director Chairman/ Members
1. Mrs. Reenal Kamdar Non- Executive - Independent Chairperson
2. Mr. Naresh Saboo Executive Member
3. Mrs. Madhu Saboo Executive Member

Audit Committee

The Committee is mandated with the same terms of reference as specified in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirms to the provisions of Section 177 of the Companies Act, 2013. The Managing Director, Internal Audit team and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. The heads of various monitoring/ operating departments are invited to the meetings, as and when required to explain details about the operations.

Further, during this year all the recommendations of the Audit Committee have been accepted by the Board.

Reporting of Fraud by Auditors

During the year 2021-22, none of the Auditors has reported any instances of fraud committed against the Company by its officers or employees under section 143 (12) of the Companies Act, 2013.

Segment Reporting

Your Company is currently operating under a single segment.

b. Nomination and Remuneration Committee

Sl. Name No. Category of Director Chairman/Members
1. Mrs. Reenal Kamdar Non- Executive - Independent Chairperson
2. Mr. Naresh Saboo Executive Member
3. Mrs. Madhu Saboo Executive Member

Policy of Directors Appointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy.

c. Stakeholders Relationship Committee

Sl. Name No. Category of Director Chairman/Members
1. Mrs. Reenal Kamdar Non- Executive - Independent Chairperson
2. Mr. Naresh Saboo Executive Member
3. Mrs. Madhu Saboo Executive Member

Declaration of Independence from Independent Directors

Independent directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

Managerial Remuneration

The Company has not paid any remuneration attracting the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no information is required to be appended to this report in this regard.

Familiarisation Programme of the Independent Directors

Periodic presentations are made by Senior Management, Statutory at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate Social Responsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line with the requirements specified under the Companies Act, 2013. Since the Company has no average net profit, there is no CSR Obligation for the FY 2021-22.

Risk Management

Your Company has devised Risk Management Policy which involves identification of the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. The Audit Committee and Board of Directors of the Company periodically review the Risk Management Policy of the Company so that management controls the risk through properly defined network. The details of risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Business Description and State of Companys Affairs

During the year 2021-22 the company had no new contracts and as the account of the company was NPA the company did not have any business operation.

Disclosure Requirements

As per SEBI Listing regulations, Integrated Management Discussion and Analysis Report forms part of this Report.

The Company has devised proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Extract of Annual Return

The extract of annual return in Form MGT - 9 has been annexed with this report and forms part of this report.

Statutory Auditor

The statutory auditor of the company is M/s. R A Gupta & Associates who will be continuing as per the terms of their appointment.

Independent Auditors Report:

Independent Auditor has pointed out that there were no major business transactions and no employees in the company affecting its going concern. The borrowing of the company had been classified as NPA and for which companies premises has been given as collateral security, the possession of that property has been taken by bank and the company has vacated that property and shifted to a new place.

Remark by Board of Directors:

For the observation regarding the going concern your directors wish to state that this situation is temporary in nature and in the near future business will be carried on effectively. Further the company is trying to procure new business and contracts.

The classification of the borrowing of the company as NPA, the management wish to state that we are hopeful of revival and will be cleared soon.

Secretarial Auditors

The Company had appointed M/s. Manoj Agrawal & Associates and Company, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2021-22.

Secretarial Standards

The Company has complied with applicable Secretarial Standard.

Secretarial Auditors Report

Company appointed M/s Manoj Agrawal & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2021-22. The report of the Secretarial Audit for the financial year 2021-22 in FORM MR-3 is annexed to this report and forms part of this report.

There is an observation regarding non filing of form DIR-12 towards change of directors as the company has not filed form INC-22A (Active). The company also couldnt file Balance Sheet & Annual Return for FY 20-21 as as DIR 12 for the change of director couldnt be filed and so the MCA site did not accept the form. There is also non appointment of Company Secretary under provisions of the Companies Act, 2013 for FY 2021-22 and that the company has defaulted to pay Listing fees AMC.

Secretarial Auditor Qualification Analysis

The observation for non-filing of Form DIR-12 and INC-22A is due to the fact that there is no Company Secretary appointed in the company. Since the change of directors is not reflecting on MCA website the company couldnt file Balance Sheet & Annual Returns for FY 20-21 as the site did not accept the form.

The observation for non-appointment of Company Secretary was mentioned in the secretarial audit report. The company is in search of whole-time company secretary however due to heavy losses, poor financial and other legal matters, the company secretary are reluctant to join the company.

In regards to the default in payment of listing fees we wish to state that the account of the company is NPA and there were not sufficient funds available to pay the listing fees. The company is trying its best to pay it at the earliest.

The company has disclosed in its board report all the information as required under The Companies Act, 2013 and rules made there under.

Significant and Material Orders Passed by the Regulators

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

Deposits

During the year the Company has not accepted/ renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2022 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. During the year there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. Transactions entered with related parties have been explained in Form AOC -2 annexed with this report and forms part of this report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

a. In the preparation of annual accounts for the financial year ended 31st March 2022, the applicable accounting standards have been followed;

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c. They had 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 for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended 31st March 2022, on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and

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

Internal Financial Controls with Reference to the Financial Statements

Your Company has internal financial control systems commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems includes policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Company has appointed a prominent Chartered Accountant firm as an Internal Auditor to monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and to report the same on quarterly basis to Audit Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit & management committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021-22.

Listing of Shares

The shares of the company are listed on BSE Limited. The trading of the shares have been suspended since March 2020 as the company was not able to pay the listing fees.

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The policy has been uploaded on the Companys website www.diamantinfra.com. There were no complaints received during the year.

Prevention of Insider Trading

The Securities and Exchange Board of India(SEBI)vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading insecurities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on 31st December, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1st April, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for

Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The details of the Code of Conduct and Fair Disclosure for Prevention of Insider Trading are given in Annexure-8 of this Boards Report.

Code of Conduct

The Directors, KMPs and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31, 2022.

The Annual Report of the Company contains a certificate by the Chairman and Managing Director, on compliance declaration received from the Members of the Board, KMPs and Senior Management as Annexure-8.

Legal,Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions.

Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

Disclosure Under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And 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 and trainees) are covered under this policy. But the company did not have any employee during the year and hence the Company has not received any sexual harassment complaint during the year 2021-22.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

There was no scope for Conservation of Energy, Technology Absorption as the company was not having any operations & the Company has not had any foreign exchange earnings and outgo during the year. However, some disclosers are mentioned in Annexure-1.

Human Resources

The Companys Human Resource philosophy is to establish, build and retain a strong performance and competency driven culture with greater sense of accountability and responsibility. The Company has

been focused to create an environment that assists the employees to enhance their sense of pride in what they are doing thereby contributing to better productivity. The Company through its effective HR policies and systems has always encouraged its workers to innovate and apply new ideas so as to achieve quantum leaps in both size and scale of operations. The Company believes that its real strength lies in the commitment and quality of its people. Employees are provided opportunity to grow and prosper. Since there was no operation in the company there were no human resources employed during the year.

Particulars of Employees

The Company has No Employees due to sluggish market conditions coupled with other economic factors which has resulted into lower income.

Corporate Governance

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015 compliance with Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to corporate governance shall not apply to the listed entity having Paid Up Equity Share Capital not exceeding rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

Therefore, compliance with aforementioned corporate governance regulations shall not apply to Diamant Infrastructure Limited as the Paid up equity capital was below Rs. 10 Crores and net worth was below Rs. 25 Crores, as on the last day of the previous financial year i.e as on March 31, 2022.

Green Initiatives

To support the Green Initiative, Members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

Electronic copies of Annual Report 2021-22 and the Notice of 42nd Annual General Meeting shall be sent to all the members whose email addresses are registered with the company/depository participant.

Annexure to this Report

The following are the annexure to this report:

1. Conservation of energy, technology absorption, Research and development and foreign exchange earnings and outgo in Annexure -1.

2. Statement containing salient features of the financial statement of associate company (Form AOC - 1) in Annexure -2.

3. Form AOC - 2 in Annexure - 3.

4. Extract of Annual Report (Form MGT-9) in Annexure - 4.

5. Secretarial Audit Report (Form MR-3) in Annexure -5.

6. Particulars of Remuneration in Annexure -6.

7. Corporate Governance Report in Annexure -7.

8. Declaration under Schedule V regarding compliance with the Code of Conduct Annexure - 8

Cautionary Statement

Statements in the Directors report and the management discussion and analysis describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results might differ materially from those either expressed or implied in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other related factors such as litigation and industrial relations.

Acknowledgements

Directors of your Company record their sincere appreciation of the dedication and commitment of everyone in achieving and sustaining excellence in all areas of the business. Your directors thank the Shareholders, Customers, Suppliers, Bankers and other stakeholders for their continued support during the year. Your Companys consistent growth has been made possible by the hard work, solidarity, cooperation and support of the management team. The directors of your company thank all Banks, Central/State Governments and other government agencies for their support, and look forward to their continued support in future.

On behalf of the Board of Directors

Sd/- Sd/-
Naresh Saboo Madhu Saboo
Place: Nagpur Managing Director Director
Dated: 01-09-2022 DIN: 00297916 DIN: 00395363