Hexa Tradex Director Discussions


To

The Members,

Your Directors are pleased to present the 12th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

( in Lakhs)

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Revenue from Operations 4.77 1.89
Profit before finance cost, depreciation, exceptional items and tax (339.89) (203.93)
Less:
Finance costs 35.67 47.45
Depreciation and amortization expense 0.50 0.34
Exceptional items - -
Profit/Loss before tax (376.06) (251.72)
Tax expense (93.62) (72.78)
Profit/Loss after tax (282.44) (178.94)
Other Comprehensive Income (18,804.97) 97799.41
Items that will not be reclassified to profit and loss -
Total Comprehensive Income for the year (19,087.41) 97620.47

2. RE VIEW OF OPERATIONS

Dur ing the year, Company achieved Revenue from Operations 4.77oflakhs against 1.89 lakhs in previous year. Due to the various external factors, your company was unable to earn profits and incurred net loss of 282.44 lakhs during the year against net loss of 178.94 lakhs in previous year. It is hopeful that Company would achieve greater heights in coming years.

3. DIVIDEND

Dur ing the year under review, no dividend has been recommended by your Directors.

4. DIVIDEND DISTRIBUTION POLICY

Y our Company had adopted Dividend Distribution Policy, in compliance with the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the Companys website: https://hexatradex.com/wp-content/ uploads/2021/07/Dividend-Distribution-Policy.pdf. In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend.

5. TR ANSFER TO RESERVES

Dur ing the year no amount has been transferred in the reserves of the Company.

6. SHARE CAPITAL

Dur ing the year 2022-2023, there is no change in the paid-up equity share capital of the Company. equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

7. DELISTING OF EQUITY SHARES

T he Company had received an Initial Public Announcement dated March 12, 2022 from Siddeshwari Tradex Private Limited, Innox Global Multiventures Private Limited, Opelina Sustainable Services Limited and JSL Limited (collectively the "Acquirers"), along with other Promoters and Promoter Group persons / entities, of the Company, in accordance with Regulation 8 of the Securities and Exchange Board of India (Delisting of Equity Shares), 2021 (herein after called "SEBI Delisting Regulations"), inter alia expressing the intention to voluntary delist the equity shares of the Company ("Initial Public Announcement") to initiate the process and to express their intention to: (a) acquire all Equity Shares that are held by public shareholders (as defined under the SEBI Delisting Regulations); and (b) consequently, voluntarily delist the Equity Shares from the stock exchanges where the Equity Shares are presently listed i.e., BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), by making a delisting offer in accordance with the SEBI Delisting Regulations ("Delisting Proposal"). P resently, Acquirers have acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval, which is pending with both Stock Exchanges since more than a year.

8. DIREC TORS AND KEY MANAGERIAL PERSONNEL

Y our Board of Directors are duly constituted with proper balance of Non-Executive Directors and Independent Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, human resource, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

A t the ensuing Annual General Meeting, Mr. Ranjit Malik, Non-Executive Non-Independent Director, (DIN: 00059379) of the Company, retire by rotation and, being eligible, offer himself for re-appointment. I n terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank.

A s per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were appointed or have resigned during the year are given below:

• Ms . Veni Verma and Mr. Rajeev Goyal had resigned as an Non-executive Non-Independent w.e.f 10th August 2022.

• M r. Ranjit Malik and Mr. Naresh Kumar Agarwal were appointed as an Additional Non-Non-Independent Directors w.e.f 10th August 2022 and subsequently reappointed as Non-executive Non-Independent Directors in the AGM held on 29th September, 2022.

POLIC Y ON DIRECTORS APPOINTMENT AND REMUNERATION

T he Nomination and Remuneration Committee selects the candidate to be appointed as the director on the basis of the needs and enhancing the competencies of the Board of the Company. The current policy is to have a balance of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and to separate its functions of governance and management. The composition of Board of Directors during the year ended 31st March, 2023 is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 read with Section 149 of the Companies Act, 2013. The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Remuneration Policy of the Company. The Policy may be accessed at the link https://hexatradex. com/wp-content/uploads/2015/08/POLICY-REMUNERATION-POLICY-OF-Hexa.pdf

9. M ANAGEMENT DISCUSSION AND ANALYSIS REPORT

M anagement Discussion and Analysis, as stipulated under Regulation 34 of SEBI Listing Regulations,

2015 forming part of this report, has been given under separate section in the Annual Report.

10. C ONSOLIDATED FINANCIAL STATEMENT

Annual audited consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 - ‘Consolidated Financial Statements and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A s on 31st March 2023, the Company has one material subsidiary namely Hexa Securities and Finance

Company Limited (HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

A s per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited financial statements of its subsidiary, are available on our website www.hexatradex.com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.

No other company has become/ceased to be the subsidiary, associate and joint venture during the financial year 2022-23.

T he policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: https://hexatradex.com/wp-content/uploads/2020/11/Policy-for-Determining-Material-Subsidiaries.pdf

12. DIREC TORS RESPONSIBILITY STATEMENT

P ursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors

Responsibility Statement, it is hereby confirmed by the Board of Directors: a. that in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; b that. 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 of the Company for the year ended on that period. c that 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 that they had prepared the accounts for the financial year ended 31st March, 2023 on a ‘going. concern basis. e that they had 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 that they had devised proper systems to ensure compliance with the provisions of all applicable. laws and that such systems are adequate and operating effectively.

13. DECL ARATION BY INDEPENDENT DIRECTORS

T he Company has received declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, confirming that they meet the criteria of Independence.

14. BO ARD EVALUATION

T he Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link: http://hexatradex.com/wp content/uploads/2015/08/PerformanceEvaluation.pdf. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

T he details of programme for familiarization of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link https:// hexatradex.com/wp-content/uploads/2015/08/Familiarization-Programme-of-Independent-Directors. pdf

15. C ORPORATE GOVERNANCE

T he Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

16. C ONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

T he regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding

1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders.

The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arms length basis.

All the r elated party transactions are in compliance with the provisions of SEBI Listing applicable during the financial year ended 31st March, 2023. However, due to business exigencies a material transaction between Siddeshwari Tradex Private Limited (related party) of the Company and Hexa Securities and Finance Company Limited (‘Material Subsidiary) of the Company took place during the financial year 2022-23 for which members approval in the AGM held on 2022 was not taken resulting into violation of Regulation 23 (2), (3) and (4) of the SEBI Listing Regulations. The detailed information can be referred to in the Directors Report in respect of remark of Secretarial Auditors in this regard.

T he Policy on materiality of related party transactions and dealing with related party transactions approved by the Board may be accessed on the Companys website at the link: https://hexatradex. com/wp-content/uploads/2020/11/Policy-on-Related-Party-Transaction.pdf P lease refer to Note No 30 to the standalone financial statements, which sets out related disclosures.

17. RISK M ANAGEMENT

T he Board of Directors has formed Risk Management Committee which has been entrusted with responsibility to assist (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Board.

T he Company manages, monitors and reports on the principal risks and uncertainties that can its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Company conducts the business and manages associated risks.

18. INTERNAL FINANCIAL CONTROLS

T he Company has put in place strong internal control systems in line with globally accepted

The processes adopted by the Company are best in class and commensurate with the size and nature of operations. T he Company has adopted risk based framework which is intended for proper mitigation of risks. major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Company has employed experienced professional to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks. T he Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal environment and implementation of internal audit recommendations including those relating to strengthening of Companys risk management policies & systems. Your Companys philosophy is of zero tolerance towards all applicable legal non-compliances.

19. C OST RECORD AND COST AUDIT

T he Cost records as specified by the Central Government under sub-section (1) of section 148 of Companies Act, 2013, are not applicable on the company.

20. C ORPORATE SOCIAL RESPONSIBILTY (CSR)

T he Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: http://hexatradex.com/wp content/uploads/2016/08/CSR-Policy-Tradex.pdf. T he key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. During the year there was no obligation to spend on CSR activities by the Company. A report on CSR activities is annexed herewith as Annexure 1.

21. SECRE TARIAL STANDARDS

T he Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings) and SS-4 (Report of the Board of Directors) respectively, have been complied by the Company.

22. A UDITORS & THEIR REPORT ST ATUTORY AUDITORS

T he members of the Company had appointed M/s Lodha & Co., Chartered Accountant as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from conclusion of 10th Annual General Meeting untill conclusion of 15th Annual General Meeting. The M/s Lodha & Co., Chartered Accountant have confirmed that they are not disqualified from continuing as Auditors of the Company. A uditors remarks in their report read with the notes to accounts referred to by them are self-explanatory There have been no fraud reported by the Statutory Auditors of the Company.

SECRETARIAL AUDITOR

T he Board in their meeting held on 26th May, 2022 had appointed M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith marked as Annexure-2 to this Report. The Secretarial Audit Report contains the following remarks:

1. Non-Compliance of Regulation 23 (2), (3) & (4) of SEBI LODR, as no prior approval was taken from audit committee and shareholders of the company for material related party transactions entered between the related party of the Company and its material subsidiary during financial year ended 31st March 2023.

2. Non-Compliance of minimum public shareholding as per Regulation 38 of SEBI LODR and Rule 19(2) and Rule 19A of SEBI Securities Contracts (Regulation) Rules, 1957. Ho wever, as per provisions of Securities and Exchange Board of India (Delisting of Equity Regulations, 2021, acquirers had acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval, which is pending with both Stock Exchanges since more than a year.

3. T he Company had, of its own, informed SEBI of the historical and inadvertent error in of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022 under Regulation 31 of the

SEBI (LODR) Regulations, 2015 and Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.

P ursuant to the provisions on Regulation 24A of SEBI Listing Regulations, Hexa Securities & Finance Company Limited being a material unlisted subsidiary of your Company had also appointed in their board meeting held on 07th February 2023 Mr. Awanish K. Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report does not contain any qualification, reservation or adverse. The report issued by them is annexed herewith marked as Annexure-3.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS

i. A uditors Report

T here have been no frauds, qualifications, reservations or adverse remarks reported by the

Auditors of the Company.

ii. S ecretarial Auditors Report

T he Management response on the remarks of Secretarial Auditors in the report is as under:

1. T he Board of Directors of the Company had made a delisting offer to its shareholders in month of March 2022. Based on the Reverse Book Building pricing, the Company successfully completed the delisting offer and made the payment to the shareholders who tendered their shares in the month of July 2022. Pursuant to above delisting offer, the promoters currently hold 92.13% of the shares of the company. Thereafter, On 8th July 2022 the Company applied for final approval from the stock exchanges for delisting. The delisting application is pending with the stock exchanges since then. A fter completion of delisting, it was expected that the shares of the company would delisted from the stock exchanges soon and the provisions of SEBI LODR 2015 would have not applied on the company. Such on inordinate delay for the delisting approval was not envisaged and the company was expecting approval any moment. However, Due to business exigencies a material transaction between the related party of the Company and material subsidiary were taken place during the financial year 2022-23 resulting into breach of regulation 23(4) of SEBI LODR.

2. A s per provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, acquirers had acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval, which is pending with both Stock Exchanges since more than a year.

3. The Company had, of its own, informed SEBI of the historical and inadvertent error classification of one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022 under Regulation 31 of the SEBI (LODR) Regulations, 2015 and Regulation 3 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.

23. DISCLOSURE

MEE TINGS OF THE BOARD

Dur ing the year under review, the Board of Directors of the Company met 5 (Five) times on 26th May, 2022, 30th May, 2022, 10th August, 2022, 10th November, 2022 and 9th February, 2023. The composition of Board of Directors during the year ended March 31, 2023 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

A UDIT COMMITTEE

A s on 31st March, 2023, the Audit Committee comprised of Dr. Raj Kamal Aggarwal (Chairperson),

Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.

Dur ing the year ended 31st March, 2023, the Committee met 6 (Six) times on 12th April, 2022, 26th May, 2022, 30th May, 2022, 10th August, 2022, 10th November, 2022 and 9th February, 2023. For further details, please refer report on Corporate Governance of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

A s on 31st March, 2023, the Nomination and Remuneration Committee comprised of Mr. Girish

Sharma (Chairperson), Dr. Raj Kamal Aggarwal and Mr. Naresh Kumar Agarwal, as other members. The Chairperson of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations.

Dur ing the year ended 31st March, 2023 the Committee met 2 (Two) times on 26th May, 2022 and 10th August, 2022. For further details, please refer report on Corporate Governance of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

A s on 31st March, 2023, the Stakeholders Relationship Committee comprised of Dr. Raj Kamal Aggarwal

(Chairperson), Mr. Girish Sharma, and Mr. Naresh Kumar Agarwal, as other members. The composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations.

Dur ing the year ended 31st March, 2023 the Committee met only once on 9th February, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report. INDEPENDENT DIRECTOR

Dur ing the year under review, the Independent Directors of the Company met once on 16th June, 2022. For further details, please refer Report on Corporate Governance attached to this Annual Report. RISK MANAGEMENT COMMITTEE

T he Board of Directors has formed Risk Management Committee comprised of Mr. Naresh Kumar

Agarwal, Chairperson, Mr. Ravinder Nath Leekha, Independent Director, Mr. Ranjit Malik, Director and Mr. Neeraj Kanagat, CEO & CFO as members. Mr. Naresh Kumar Agarwal is the Chairperson of the Committee. The Composition of the Risk Management Committee is in conformity with requirements of the Regulation 21 of SEBI Listing Regulations.

Dur ing the year ended 31st March, 2023 the Committee met 2 (Two) times on 16th September, 2022 and 9th February, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

T he CSR Committee comprises of Dr. Raj Kamal Aggarwal (Chairperson), Mr. Girish Sharma and Mr.

Naresh Kumar Agarwal, as other members. The Composition of the CSR Committee is in conformity with requirements of Section 135 of the Companies Act, 2013.

VIGIL MECHANISM

T he Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms Section

177(9) of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. As per said policy the Protected disclosures can be made by a whistle blower through an e mail, or a letter to the Compliance Officer or Chief Executive Officer or to the Chairperson of the Audit Committee.

T he Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.pdf F urther, No complaint was received during the year nor was pending at the end of the year PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

P articulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Note 33 to the standalone financial statements).

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

A s your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A s per Regulation 34(f ) and Regulation 3 (1) of SEBI Listing Regulations, the Annual Report shall contain business responsibility and sustainability report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRSR is made available on the Companys website at www.hexatradex.com.

24. EX TRACT OF ANNUAL RETURN

Ex tract of Annual Return of the Company is annexed herewith Annexure - 4 as to this Report.

25. P ARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

I n terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employee drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure - 5.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report attached as Annexure-6.

26. PUBLIC DEPOSITS

T he Company had not invited/accepted any public deposits during the year ended on 31st March, 2023.

27. AN Y SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Dur ing the Financial Year there is no significant material orders passed by the regulators or courts tribunals impacting the going concern status and companys operations in future.

F urther, no application made or any proceedings were pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.

T he Company had, of its own, informed SEBI of the historical and inadvertent error in classification one of the Promoter Group entities as a public shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice dated 1st February, 2022. In response to the show cause notice, the Company filed a reply on 22nd April, 2022. In addition, the Company has also filed a settlement application with SEBI on 4th April, 2022 for amicable settlement of the matter. The matter is pending before SEBI.

28. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

T he Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during the year under review and their breakup is as under: a) No . of Complaints filed during the year ended 31.03.2023: NIL b) No . of Complaints disposed of during the financial year: NIL c) No . of pending Complaints as on 31.03.2023: NIL

29. ACKNOWLEDGEMENT

Y our Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.

For and on behalf of the Board

Place: New Delhi Dr. Raj Kamal Aggarwal
Date: August 09, 2023 Chairperson