iel ltd Directors report

To

The Members IEL Limited

Your Directors are pleased to present 67th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014. The Companys financial performance for the year ended March 31, 2023 is summarized below:

	Current Year (2022-23)	Previous Year (2021-22)
Total Revenues	1105.43	122.57
Profit / (Loss) before Interest, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA)	242.01	40.79
Interest/Finance Cost (Net)	0.27	0.24
Depreciation/Amortization	6.67	8.57
Profit/(Loss) before Exceptional / Extraordinary items & tax	235.07	31.99
Exceptional / Extraordinary expenses*	0.64	NIL
Profit/(Loss) before Tax	235.71	31.99
Tax Adjustments (Net)	(0.91)	NIL
Profit/(Loss) after Tax	236.63	31.99

*Exceptional items relate to writing off of Fixed Assets of the Company".

2. STATE OF COMPANYS AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year 2022-23, the Company has earned total revenues of INR 1105.43 Lakhs as against that of INR 122.57 Lakhs for the previous year. The Business operations has posted Net Profit after Tax of INR 236.63 Lakhs as against that of INR 31.99 Lakhs for the previous year.

Further, the Company has concentrated to scale up its present trading exports and indenting business. The financial year 202223 was an incredible year for the Company as it delivered a strong performance despite global turmoil and macroeconomic challenges and it is actively working on the plans to scale up its present business and also exploring various opportunities to diversify and establish a sustainable business for long term benefits of all its stakeholders.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2022-23, the Company has not changed its nature of business. The Company is engaged in the Business of Trading of Chemicals and Marketing Support Services.

4. DIVIDEND:

Due to past losses, your Directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended 31st March, 2023 on Equity Shares of the Company.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve.

6. SHARE CAPITAL:

As on 31st March, 2023, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	50,00,000	5,00,00,000
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	4,00,000	4,00,00,000
Total	54,00,000	9,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of Rs. 10/- each	33,37,633	3,33,76,330
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	90,000	90,00,000
Total	34,27,633	4,23,76,330

During the year under review, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Companys Equity Shares are compulsorily tradable in electronic form. As on 31st March 2023, 86.36% of the Companys total paid up Equity Capital representing 28,82,383 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

7. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:

During the current financial year 2023-24, in order to enhance the liquidity in the capital market, to widen shareholder base and to make the shares more affordable to small investors, subject to approval of members, the Board of Directors at their meeting held on 07th July, 2023 had approved, to sub-divide 1 (one) existing Equity Share of the Company, having face value of Rs. 10/- each into 10 (Ten) Equity Shares of the Company having face value of Re. 1/- each. Further, there will be consequential amendments in the Capital Clause of the Memorandum of Association of the Company subject to approval of the Shareholders of the Company at the ensuing 67th Annual General Meeting of the Company. Details on the proposal form part of the AGM Notice forming part of this Annual Report.

8. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Trading in Chemicals", in accordance with the definition of "Segment" as per the IND AS. The performance of the Company is discussed separately in this Report.

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Your Company doesnt have any Subsidiaries, Joint Ventures and Associates.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

The Company has received declarations from its Directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report.

13. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), Corporate Governance provisions as specified is not applicable to the Company, since the paid up share capital of the Company and the Net Worth is below the threshold limits prescribed under the SEBI LODR.

14. INDUSTRIAL RELATIONS:

The relationship with employees at all level remained cordial and harmonious during the year. We appreciate for committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The Policy is also available on the website of the Company www.ielindia.in. The salient features of the policy are as under:

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

• Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of the Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise, inter personal qualities, positive attributes, experience, social standing, and etc. factors.

• Identify persons who are qualified to be Directors:

The Committee shall identify persons who are qualified to become Directors and who satisfy the criteria laid down. The process of identification shall include ascertaining, meeting, screening and reviewing candidates for appointment as Directors, whether Independent, Non-Executive or Executive.

• Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or Independent Director or Executive Director, as the case may be.

• Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee of the Company.

• Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this purpose as may be required.

• Evaluate the performance of the Managing Director or Whole-time Director and determine their compensation:

The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their Key Performance Objectives at the beginning of each financial year. The Committee shall also approve their compensation package(s) in accordance with applicable laws, in line with the Companys objectives, shareholders interests, comparable with industry standards and in commensurate with the role and responsibilities.

• Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company, roles and responsibilities, functional areas, industry standards etc. factors.

16. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.ielindia.in.

17. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure [A]" that forms part of this Report

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2023.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the Board comprised of Five (5) Directors out of which One (1) is an Executive Promoter Director, Two (2) are Non-Executive, Non-Independent and Promoter including Woman Director and other Two (2) are Independent Directors. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments:

During the financial year ended 31st March, 2023, Mr. Dipak Shantilal Jagetiya (DIN: 03204123) and Mr. Parshva Satishkumar Shah (DIN: 09660216) were appointed as Additional Independent Directors of the Company by the Board at their meeting held on 10th August, 2022. The Board recommended their appointment to the Shareholders as the Independent Directors for a period of 5 consecutive years with effect from 10th August, 2022 till 09th August, 2027 (both days inclusive), not liable to retire by rotation.

Subsequently, the Shareholders approved the appointment of Mr. Dipak Shantilal Jagetiya (DIN: 03204123) and Mr. Parshva Satishkumar Shah (DIN: 09660216) as Independent directors at the 66th Annual General Meeting held on 20th September, 2022.

Furthermore, during the current financial year, Mr. Aayush Kamleshbhai Shah (DIN: 10149440) was appointed as an Additional Independent Director of the Company by the Board at their meeting held on 20th May, 2023 with effect from that day subject to Shareholders approval at the ensuing 67th Annual General Meeting and who shall hold office upto the date of ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing from the Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of an Independent Director.

The Board hereby recommends his appointment as an Independent Director for a period of 5 consecutive years with effect from 20th May, 2023 till 19th May, 2028 (both days inclusive), not liable to retire by rotation. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company. It is also to be noted that he is not disqualified from being appointed as Directors in terms of section 164 of the Act and has also given his consent to act as an Independent Director. He is not debarred from holding the office of a Director by virtue of any SEBI order or any other Authority.

A brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the Annexure to the Notice convening the AGM.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Kalpanaben Champaklal Shah (DIN: 02786730), Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered herself for re-appointment.

Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mrs. Kalpanaben Champaklal Shah (DIN: 02786730), and other related information has been detailed in the Notice forming part of this Annual Report.

Your Directors recommend her re-appointment as Non-Executive and Non-Independent Director of your Company.

Retirements and Resignations along with facts of resignation:

During the Financial Year 2022-23, Mr. Kavin Dineshkumar Dave (DIN: 00926054) (Reason - Pre-occupancy and engagements in various professional assignments) and Mr. Amit B. Shah (DIN: 00197377) (Reason - Social commitments and travelling constraints on account of old age) have tendered their resignations from the office of Independent Directors of the Company w.e.f 10th August, 2022.

Further, during the current Financial Year 2023-24, Mr. Dipak Shantilal Jagetiya (DIN: 03204123) (Reason - Pre-occupancy and engagements in various professional assignments) has tendered his resignation from the office of Independent Director of the Company w.e.f 20th May, 2023.

The Board placed on record its appreciation for their valuable contributions during their tenure as Independent Directors of the Company.

Key Managerial Personnel:

During the financial year 2022-23, Ms. Priyanka Tiwari, Company Secretary and Compliance Officer of the Company has resigned from her post with effect from the closing of the business hours on 10th August, 2022 due to her personal reasons and unavoidable circumstances.

Consequently, due to resignation of Ms. Priyanka Tiwari from the position of Company Secretary and Compliance Officer of the Company with effect from 10th August, 2022, the Board of Directors, in their meeting, has approved appointment of Mr. Kunal Jain as a Company Secretary and Compliance Officer of the Company with effect from 05th September, 2022.

As on 31st March, 2023, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ronit Champaklal Shah, Managing Director, Mr. Hemant Harshadkumar Kayastha, Chief Financial Officer and Mr. Kunal Jain, Company Secretary & Compliance Officer are the Key Managerial Personnels of your Company.

Annual Evaluation of Boards Performance:

In terms of the requirement of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ielindia.in.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Code ofConduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company www.ielindia.in. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The Code is also available on the website of the Company www.ielindia.in.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD:

As on 31st March, 2023, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholders Relationship Committee.

Audit Committee

As on 31st March, 2023, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Dipak Shantilal Jagetiya	Chairman	Independent Director
Mr. Parshva Satishkumar Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management. Mr. Dipak Shantilal Jagetiya, Independent Director is a practicing Chartered Accountant thereby having adequate knowledge and experience in the areas of Accounts, Taxation, Company Law and Audit, etc.

As on date of this report, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Parshva Satishkumar Shah	Chairman	Independent Director
Mr. Aayush Kamleshbhai Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management. Mr. Parshva Satishkumar Shah, Independent Director is a practicing Chartered Accountant thereby having adequate knowledge and experience in the areas of Accounts, Taxation, Company Law and Audit etc.

The terms of reference of the Audit Committee are as under:

• Overseeing the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of the fees;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

(a) Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

(b) Changes, if any, in accounting policies and practices and reasons for the same

(c) Major accounting entries involving estimates based on the exercise of judgment by management.

(d) Significant adjustments made in the financial statements arising out of audit findings

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• Scrutiny of Inter-Corporate Loans and Investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Discussions with internal auditors any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• The Audit Committee shall mandatorily review the following information.

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by Management ;

c. Management letters/letters of internal control weaknesses issued by the statutory auditors ;

d. Internal audit reports relating to internal control weakness ; and

e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• To look into any other matter which may be referred to it by the Board.

• In addition to the above, the Committee shall have such functions / role / powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

The Audit Committee met Five (5) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	27th May, 2022	Chairman & All other members were present
2.	10th August, 2022	Chairman & All other members were present
3.	17th October, 2022	Chairman & All other members were present
4.	20th January, 2023	Chairman & All other members were present
5.	13th March, 2023	Chairman & All other members were present

Mr. Dipak Shantilal Jagetiya, Chairman of the Audit Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Nomination and Remuneration Committee

As on 31st March, 2023, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Dipak Shantilal Jagetiya	Chairman	Independent Director
Mr. Parshva Satishkumar Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

As on date of this report, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Parshva Satishkumar Shah	Chairman	Independent Director
Mr. Aayush Kamleshbhai Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013, and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013.

Terms of reference

The terms of reference of the Nomination and Remuneration Committee are as under:

• The Committee shall have meetings periodically as it may deem fit.

• The Committee shall invite such of the executives to be present at the meetings of the Committee required by it.

• The Committee shall have the following powers and functions:

a. Identify persons who are qualified to become directors and persons who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

b. Carry on the evaluation of every Directors performance;

c. Formulate criteria for determining qualifications, positive attributes and independence of a Director;

d. Recommend to the Board a policy, relating to the remuneration of the directors, Key Managerial Personnel and other employees;

e. Formulate criteria for evaluation of Independent Directors and the Board; and

f. Devise a policy on Board Diversity;

g. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

• To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS.

• To Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors has been included in the Annual Financial Statements forms part of this Report. The Company does not have any stock option scheme for any of its director or employees.

The Nomination and Remuneration Committee met Five (5) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	27th May, 2023	Chairman & All other members were present
2.	10th August, 2023	Chairman & All other members were present
3.	05th September, 2023	Chairman & All other members were present
4.	17th October, 2023	Chairman & All other members were present
5.	20th January, 2023	Chairman & All other members were present

Mr. Dipak Shantilal Jagetiya, being, Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee.

Stakeholders relationship Committee.

As on 31st March, 2023, the composition of Stakeholders relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Dipak Shantilal Jagetiya	Chairman	Independent Director
Mr. Parshva Satishkumar Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

As on date of this report, the composition of Stakeholders relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mr. Parshva Satishkumar Shah	Chairman	Independent Director
Mr. Aayush Kamleshbhai Shah	Member	Independent Director
Mr. Romit Champaklal Shah	Member	Non-Executive and Non-Independent Director

Terms of Reference

The terms of reference of the Committee are as under:

• To specifically look into the Redressal of Investors Grievances pertaining to:

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends, Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.

f. Non-receipt of Rights, Bonus, Split Share Certificates.

• To look into other related issues towards strengthening Investors Relations.

• To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture Certificates.

• To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and Creditors.

• To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half-yearly basis.

• To Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

• To Review of measures taken for effective exercise of voting rights by shareholders.

• To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Stakeholders relationship Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	27th May, 2022	Chairman & All other members were present
2.	10th August, 2022	Chairman & All other members were present
3.	17th October, 2022	Chairman & All other members were present
4.	20th January, 2023	Chairman & All other members were present

There were no pending complaints/ transfers as on 31st March, 2023 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on March 31, 2023 is as under:

No. of complaints/request received	No. of complaints/requests solved to the satisfaction of shareholders/investors	No. of pending complaints/request as on 31st March, 2023
2	1	1

All Share transfer and correspondence thereon are handled by the Companys Registrars and Share Transfer Agents viz. Link Intime India Private Limited, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai - 400083, Tel: 0224918 6270, Fax: 022-4918 6060, Email Id: rnt.helpdesk@linkintime.co.in.

Mr. Kunal Jain has been appointed as the Company Secretary and Compliance Officer as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimated to the Company directly or through SEBI and Stock Exchanges.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Mr. Dipak Shantilal Jagetiya, Chairman of the Stakeholders relationship Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee.

21. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met Six (6) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting
1.	27th May, 2022
2.	10th August, 2022
3.	05th September, 2022
4.	17th October, 2022
5.	20th January, 2023
6.	13th March, 2023

Name of the Director(s)	No of Board Meetings attended		Attendance at the last AGM held on 20th September, 2022
	Held/Entitled	Attended
Mr. Ronit C. Shah	6	6	Yes
Mr. Romit C. Shah	6	6	Yes
Mrs. Kalpanaben C. Shah	6	6	Yes
Name of the Director(s)	No of Board Meetings attended		Attendance at the last AGM held on 20th September, 2022
	Held/Entitled	Attended
Mr. Dipak Shantilal Jagetiya	4	4	Yes
Mr. Parshva Satishkumar Shah	4	4	Yes
Mr. Amit B. Shah	2	2	NA
Mr. Kavin D. Dave	2	2	NA

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors Meeting in the financial year 2022-23. All the information required to be furnished to the Board was made available along with detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of NonIndependent Directors was held on 20th January, 2023 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every quarter to review quarterly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

22. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2023 and of the profit and loss statement of the Company for the financial year ended 31st March, 2023;

(c) proper and sufficient care have 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 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.

No material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

23. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (the Act) in form MGT-7 is made available on the website of the Company and can be accessed at www.ielindia.in.

24. RELATED PARTY TRANSACTIONS:

During the financial year 2022-23, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of the business and carried on an arms length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2022-23 and estimated transactions for financial year 2023-24. There were no materially significant related party transactions that may have conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website at www.ielindia.in. Disclosures on related party transactions are set out in Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as "Annexure [B]" and forms an integral part to this Report

25. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

26. RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Code is also available on the website of the Company www.ielindia.in.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating to Corporate Social Responsibility as the Company does not fall under

the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

The Company is striving to make good profit in the coming years and the Board of Directors of the Company assures to contribute funds in future.

29. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

At the 64th Annual General Meeting held on 28th September, 2020, M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W) were appointed as statutory auditors of the Company to hold office till the conclusion of the 69th Annual General Meeting to be held in the calendar year 2025.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s Rushabh Shreyansh & Co, Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 67th AGM of the Company.

The Auditors Report for Financial Year ended 31st March, 2023 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Internal Auditor:

The Company had appointed M/s Jain Maloo & Associates, Chartered Accountants as an Internal Auditor of the Company at their meeting held on 10th August, 2022. Further, M/s Jain Maloo & Associates had tendered their resignation from the post of Internal Auditor w.e.f 20th January, 2023 and the Board had appointed M/s Nishesh Dalal & Co., Chartered Accountants as an Internal Auditor of the Company for the remaining period of FY ended 31st March, 2023.

The Internal Audit Reports for Financial Year ended 31st March, 2023 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [C]" to this Report.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

30. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or

further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

31. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of no manufacturing activity in the Company, the information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption is not applicable.

Information of Foreign Exchange Earning and expenses for the financial year 2022-23 is provided below:

Particulars	2022-23	2021-22
Earnings in Foreign Currency: • Export of Goods	2,27,86,745	63,29,210
Expenditure in Foreign Currency.	NIL	NIL

33. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

36. OTHER DISCLOSURES:

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

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• During the year, no revision was made in the previous financial statement of the Company.

37. ACKNOWLEDGEMENT:

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and all other stakeholders without whose support the overall satisfactory performance would not have been possible during the pandemic.

	By order of the Board of Directors
	For IEL Limited
	SD/-
07th July, 2023	Ronit Champaklal Shah
Ahmedabad	Chairman & Managing Director
	DIN - 02851806