Graviss Hospitality Ltd Directors Report

OVERVIEW OF OPERATIONAL VIS-?-VIS FINANCIAL PERFORMANCE

On a standalone basis, the total revenue is Rs. 5414 lacs which is almost 2.7% higher than the previous year s total revenue Rs. 5,272 lacs. The Company s revenue has improved as a result of remarkable resilience and adaptability in the global tourism industry and the Management s ongoing efforts to promote the business. Consequently, the net profit after tax stood at Rs. 417 lacs as against profit of Rs. 727 lacs in the previous year.

On a consolidated basis, the Total Income for FY 2023-24 was Rs. 5414 lacs, lower than the previous year s Total Income of Rs. 6,546 lacs. The Company has earned a profit after tax of Rs. 302 lacs as against a post-tax profit of Rs. 595 lacs during FY 2022-23 which is an encouraging sign regarding the future growth of the Company.

BUSINESS OVERVIEW

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis Report which forms a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as the Act ), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations ) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors Report form part of this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has 2 subsidiaries as on 31st March, 2024. Graviss Catering Private Limited and Graviss Hotels and Resorts Limited continue to be the wholly owned subsidiaries of the Company. Further Graviss Hotels and Resorts Limited is a material unlisted subsidiary of your Company as defined under Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. 7th June, 2021. On 01st April, 2024, your Company purchased 10,000 Equity Shares of Rs. 10/- each (constituting 100% equity share capital) of Graviss Restaurants Private Limited from Graviss Food Solutions Private Limited making Graviss Restaurants Private Limited as its wholly owned subsidiary w.e.f. 01st April, 2024.

There has been no material change in the nature of the business of the subsidiaries.

The Financial Performance of each of the Subsidiaries is detailed below:

Your Company does not have any Joint Ventures or Associate Companies.

Pursuant to the provisions of Section 129(3) of the the Act a statement containing the salient features of financial statements of the Company s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company as Annexure A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.gravisshospitality.com/invester-relations.html.

DIVIDEND

Considering the necessity for conserving resources for future growth and development of the Company, the Board of Directors do not recommend payment of dividend on the Equity Shares of the Company for the financial year ended 31st March, 2024.

TRANSFER TO RESERVES

The Company has transferred NIL amounts to the reserves during financial year 2023-24.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund ) Rules, 2016 ( IEPF Rules ), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the Investors Relations page of the Company s website, viz. www.gravisshospitality.com.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI (LODR) Regulations ), a separate section on the Management Discussion and Analysis giving details of overall industry structure, developments, performance and state of affairs of the Company s business, is annexed.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2023-24 are given in the Corporate Governance Report which forms a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) RE-APPOINTMENT BY RETIREMENT OF OFFICE BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Romil Ratra (DIN: 06948396), Whole-time Director, retires by rotation and being eligible offers himself for re-appointment to the Board.

The above re-appointment forms part of the Notice of the Sixty Third Annual General Meeting and the relevant Resolution is recommended for your approval thereto.

(b) DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:

Mr. Romil Ratra -Whole Time Director & Chief Executive Officer, Mr. Farangilal B. Goyal - Chief Financial Officer and Ms. Jalpa H. Salvi- Company Secretary and Compliance Officer, are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, from time to time.

Mr. Krishnakant Minawala (DIN: 00754535) and Mrs. Usha Chandani (DIN: 08616558) were appointed as Additional Directors on November 23, 2023 and then regularised from Additional Directors to Directors (Non- Executive and Independent) of the Company to hold office for a term of five consecutive years commencing from 23rd November, 2023 to 22nd November, 2028, as approved by shareholders vide postal ballot resolution dated 08th February, 2024.

Mr. Bhavnesh Sawhney (DIN: 00072194) was appointed as an Additional Director on 14th February, 2024 and then regularised from Additional Director to Director (Non- Executive and Independent) for a period of five (5) years with effect from 14th February, 2024 upto 14th February, 2029 as approved by shareholders vide postal ballot resolution dated 01st April, 2024.

Mr. Gaurav Ghai (DIN: 00074857) was appointed and then re-designated as the Managing Director and Key Managerial Personnel of the Company for a period of five (5) years with effect from 14th February, 2024 upto 14th February, 2029 as approved by shareholders vide postal ballot resolution dated 01st April, 2024.

Mr. Shivaan Ghai (Non- Executive and Non Independent Director) (DIN: 09256305), Mr. Saharsh Daga (DIN: 10272515) (Non-Executive and Non Independent Director) Mrs. Tina Pardal (DIN: 07148874) (Non-Executive and Independent Director) resigned from the Directorships of the Company w.e.f 24th November, 2023 due to personal commitments.

Mr. Mahendra Doshi (Non-Executive and Independent Director) (DIN: 00123243) and Mr. Gulshan Bijlani (Non-Executive and Independent Director) (DIN: 01987683) held office as Independent Directors since 01st April, 2014 till 31st March, 2024 i.e. for two consecutive terms of 5 years each. Hence, as per the provisions of the Companies Act, 2013, they cease to be Independent Directors w.e.f. 01st April, 2024.

Mr. Harsh Kumar Varma (Non-Executive and Non Independent Director Director) (DIN: 03421941) and Vikram Seth (Non-Executive Director and Non Independent Director) (DIN: 00234960) resigned from the Directorships of the Company w.e.f 01st April, 2024 due to personal commitments.

Mr. Ravi Ghai (DIN: 00074612) was appointed as an Additional Director and Chairman (Non-Executive and Non-Independent) for a period of 3 (three) years w.e.f 1st June, 2024 to hold office upto the Annual General Meeting. The Board of Directors propose and recommend to the shareholders to regularize his appointment through a Special resolution at the said 63rd Annual General Meeting of the Company in terms of Section 152 of the Companies Act, 2013.

Mr. Krishnakant Minawala (DIN: 00754535) was appointed as an Additional Director w.e.f 01st April, 2024.

Ms. Gaurika Chandhok (DIN: 08070903) resigned from the Directorship of the Company w.e.f 18th June, 2024.

(c) DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them and as applicable; for the purpose of attending meetings of the Board/Committee of the Company.

(d) FAMILIARISATION PROGRAMME:

Whenever any person joins the Board of the Company as a Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarised with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company.

The details of such familiarization programmes have been disclosed on the Company s website under the web link: https://www.gravisshospitality.com/invester-relations.html.

(e) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors on recommendation of the Nomination & Remuneration Committee has carried out an annual evaluation of its own performance, board committees and individual Directors (including independent directors and Chairperson).

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; Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long- term strategic planning, etc.); Effectiveness of board processes, information and functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

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 evaluation criterion is in compliance with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

(f) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF

EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The CEO of your Company does not receive remuneration from any of its subsidiaries.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure B to this Report.

Your Directors wish to place on record their appreciation for the good services rendered by the employees at all levels of the Company.

AUDIT COMMITTEE

The Audit Committee (re-constituted w.e.f 30th May, 2024) of your Company comprises of three Members viz. Mr. Krishnakant V. Minawala, a Non-Executive and Independent Director as the Chairman and Mr. Bhavnesh Sawhney, a Non-Executive and Independent Director and Mrs. Usha Chandani, a Non-Executive and Independent Director as the Members of the Committee.

The details including the attendance of the Members at the Meetings and terms of Reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company in its Board Meeting dated 13th August, 2024 has constituted Corporate Social Responsibility Committee. The Committee comprises of 3(three) members wherein Mr. Bhavnesh Sawhney, a Non-Executive and Independent Director being the Chairman and Mr. Gaurav Ghai, Managing Director and Mr. Romil Ratra , Chief Executive Officer and Whole-Time Director as the Members of the Committee.

The Company is covered under the provisions of Section 135 of the Companies Act, 2013. However, it was not required to spend any amount towards Corporate Social Responsibility activities during the year.

CORPORATE SOCIAL RESPONSIBILITY

Considering the turnover, net worth and profitability of the Company during the year ended 2023-24, the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy), 2014 were applicable to the Company during the year 2023-24. However, the Company was not required to spend any amount towards the same.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2023-24 shall be made available on the website of the Company and can be accessed at https://www.gravisshospitality.com/invester-relations.html.

CORPORATE GOVERNANCE

In compliance with the requirements of Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the Auditors certificate on its compliance, forms an integral part of this Report.

LISTING OF SHARES

The Company s equity shares are listed on BSE Limited (BSE). Further, the listing fees as applicable have been duly paid to the BSE Limited.

AUDITORS AND THEIR REPORT

(a) STATUTORY AUDITORS:

At the 58th Annual General Meeting of the Company held on 26th July, 2019, M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration Number: 103886W), were appointed as Statutory Auditors of the Company for a period of five consecutive years, i.e. from the conclusion of the ensuing 58th Annual General Meeting of the Company till the conclusion of the 63rd Annual General Meeting of the Company to be held in the year 2024.

In accordance with Companies Act, 2013 and on the recommendation of the Audit Committee, the Board of Directors have considered and recommended the proposed re-appointment of M/s. A. T. Jain & Co., Chartered Accountants for a term of next five years i.e from the conclusion of this Annual General Meeting of the Company till the conclusion of the 68th Annual General Meeting of the Company to be held in the year 2029. M/s. A. T. Jain & Co. have provided their consent and confirmed that their re-appointment, if made would be within the limits specified under Section 141 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Statutory Auditors of the Company have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March 2024. The Auditor s Report for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse remarks.

(b) COST AUDITORS:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act and Companies (Cost Records and Audit) Rules, 2013 is not applicable to the Company.

(c) INTERNAL AUDITORS:

M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No. 109208W), Mumbai were appointed as the Internal Auditors of the Company for the financial year 2023-24.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions are taken.

At the Meeting of the Board of Directors of the Company held on 13th August, 2024 M/s. V. Sankar Aiyar & Co., CharteredAccountants (Firm Registration No. 109208W), Mumbai have been re-appointed as the Internal Auditors for the financial year 2024-25.

(d) SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 16th May, 2023 had appointed M/s. Ferrao MSR & Associates, Company Secretaries (FRN: P2016MH055100), as the Secretarial Auditors to conduct an audit of the secretarial records, for the financial year 2023-24. Your Company had received consent from M/s. Ferrao MSR & Associates to act as the Secretarial Auditors for conducting audit of the Secretarial records for the financial year ending 31st March, 2024. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed as Annexure C.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, M/s. Ferrao MSR & Associates, Company Secretaries (FRN: P2016MH055100), have been re-appointed as the Secretarial Auditors to conduct the audit of the secretarial records, for the financial year 2024-25 by the Board of Directors at their meeting held on 13th August, 2024.

Graviss Hotels and Resorts Limited became a material unlisted subsidiary of your Company with effect from 7th June, 2021. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated 8th February, 2019 a listed Company is required to annex the Secretarial Audit Report of its material unlisted subsidiary in the Board s Report. Accordingly, the Secretarial Audit Report of Graviss Hotels and Resorts Limited for FY 2023-24 issued by M/s. Martinho Ferrao and Associates is annexed to this report as Annexure D.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under Section 178(3) of the Act.

The Nomination & Remuneration Policy is also displayed on the Company s website under the web link: https://www.gravisshospitality.com/invester-relations.html

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All the employees (permanent, contractual and trainees) are covered under this policy. The following is a summary of the sexual harassment complaints as on 31st March, 2024:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism Policy in compliance with the provisions of Section 177 (9) of the Act and Regulation 22 of the SEBI Listing Regulations, with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established mechanism for reporting concerns about unethical behaviour, actual or suspected fraud, violation of our Code of Conduct and Ethics.

The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://www.gravisshospitality.com/invester-relations.html.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on 31st March, 2024.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Banks or Financial Institutions and hence no comment with regard to the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is made in this report.

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

The requirements of disclosure with regard to Conservation of Energy and Technology Absorption in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company, since it doesn t own any manufacturing facility.

During the year under review the following were the Foreign Exchange earnings and outgo of the Company: Foreign Exchange earned during the Financial Year 2023-24 in terms of actual inflows: Rs. 2,105.45 lacs Foreign Exchange outgo during the Financial Year 2023-24 in terms of actual outflows: Rs. 230.59 lacs

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, nil amounts were transferred by the Company to the Investor Education and Protection Fund.

PUBLIC DEPOSITS

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Note Nos. 6 & 7 to the Standalone Financial Statements forming part of this report. The Members are requested to refer to the said Notes for details in this regard.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company s website at https://www.gravisshospitality.com/invester-relations.html.

All Related Party Transactions which were entered during the financial year 2023-24 were on an arm s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with related party(s) as defined under Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the interest of the Company at large. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The details of the related party transactions of the Company as required under Accounting Standard - 18 are set out in Note No. 41 to the Standalone Financial Statements forming part of this Annual Report.

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. Therefore, Form AOC-2 is not required to be annexed to this report.

INTERNAL FINANCIAL CONTROLS

The Company has sound internal financial controls commensurate to the size and nature of its business. The Company periodically reviews the internal financial controls in the light of new statutes, changes in business models, adoption of new technology solutions and suggestions for improvements received from employees. Further, the details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis, which forms a part of the Annual Report.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a Risk Management Policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company or its operations in future during the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of FY 2023-24 till the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

REGISTERED OFFICE OF THE COMPANY

There has been no change in the registered office of the Company during the year.

The registered office is situated at Plot No. A4 & A5, Khandala MIDC, Phase II, Kesurdi, Khandala, Satara 412801.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2024 and of the loss of the Company for the financial year ended 31st March, 2024;

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

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively and;

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary s Certificate thereon, and the Management Discussion and Analysis are attached as a separate section which forms a part of the Annual Report.

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

ACKNOWLEDGEMENTS

The Directors thank the Company s various stakeholders such as shareholders, customers, vendors, investors and partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the Graviss family, for making the Company what it is.