IMEC Services Director Discussions


To,

The Members of IMEC Services Limited

Your Directors have pleasure in presenting the 35th Annual Report together with Audited Financial Statements of the Company for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

(Rs. in Lac

Particulars

Standalone Consolidated
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from Operations & Other Income 400.00 338.41 1298.30 3612.61
Earning before finance cost and depreciation 160.68 (4.45) 180.49 (35.58)
Depreciation and Financial Charges 0.74 0 44.19 337.24
Profit/(Loss)before exceptional items & Tax 159.94 (4.45) 136.30 (372.82)
Exceptional items - - 10.56 31.18
Profit/(Loss) before Tax 159.94 (4.45) 125.74 (404.00)
Current Tax - - - -
Deferred T ax - 0.04 0.02 0.04
Income tax for earlier year - - - 1.38
Profit/(Loss) After Tax 159.94 (4.49) 125.72 (405.42)
Other Comprehensive Income/(Loss) 0.07 (0.17) 4.39 4.64

Total Comprehensive Income/(Loss)

159.99 (4.32) 130.11 (400.78)

The Company is engaged in providing management and consultancy services and also in the business of trading of all kinds of goods including agricultural products, metal & metal alloys etc. The Companys total turnover (including other income) on standalone basis stood at Rs. 400.00 lac for the year ended March 31, 2023 as compared to Rs. 338.41 Lac in the previous year. The Company reported Comprehensive Profit of Rs.159.99 Lac as compared to loss of Rs. 4.32 Lac in the previous year on standalone basis. The Companys total turnover (including other income) on consolidated basis stood at Rs.1298.30 Lac for the year ended March 31, 2023 as compared to Rs. 3612.61 Lac in the previous year. The Company reported Comprehensive Profit of Rs.130.11 as compared to loss of Rs. 400.78 Lac in the previous year on consolidated basis. Management is evaluating various propositions to improve the financial situation and is hopeful of arriving out of the distressed financial position.

2. DIVIDEND:

Considering the continued weak performance of the Company, the Board of Directors of your Company expresses their inability to recommend any dividend for the year under report.

3. AMOUNT TRANSFERRED TO RESERVES:

The Company has not transferred any amount to its reserves during the year.

4. DEPOSITS:

The Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act”) and the Rules framed thereunder. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.

5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:

The Company has one Subsidiary i.e. RSAL Steel Private Limited (RSPL).

RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel products and trading of Hot Rolled Coils, Cold Rolled Close Annealed, other steel products and Agro Commodities. The Consolidated Financial Statements presented by the Company includes the Financial Statements of its subsidiary company as well.

The Total turnover (including other income) of the subsidiary company stood at Rs.3,502.28 Lac as compared to Rs. 3274.19 Lac in the previous year. The total Comprehensive Loss for the year stood at Rs. 456.65 Lac as compared to Rs. 396.47 Lac in the previous year.

The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide Order dated September 3, 2019 (“Insolvency Commencement Order”) has initiated Corporate Insolvency Resolution Process (“CIRP”) based on petition filed by Dena Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr. Rajender Kumar Girdhar, IP Registration No. IBBI/IPA-003/IP-N00048/2017-18/10396, was appointed as Interim Resolution Professional (“IRP”) to manage the affairs of the Company in accordance with the provisions of the Code. In the first meeting of the Committee of Creditors held on October 9, 2019, Mr. Rajender Kumar Girdhar had been confirmed as Resolution Professional (“RP”/ “Resolution Professional”) for the Company. The Resolution Plan duly approved by the Committee of Creditors of the Corporate Debtor has been filed before Honble NCLT, Mumbai Bench and the the Honble NCLT, Mumbai Bench by an oral Order pronounced on June 26, 2023, that it has approved the Resolution Plan in respect of the Companys subsidiary under Section 31 of IBC, as amended. The written Order of the Honble NCLT is awaited.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the Financial Statement of the Companys subsidiary i.e. RSPL in Form AOC-1 is attached to the Financial Statements. The Company has no joint venture or associate company.

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 subsidiary of the Company, are available on the website of the Company viz. www.imecservices.in.

None of the companies, which have become/ceased to be subsidiary (ies), joint ventures or associate companies during the year. However, Upon receipt of the certified true copy of the Order of the NCLT and implementation of the Resolution Plan by the Resolution

Applicant, RSAL Steel Private Limited will cease to be the Subsidiary of IMEC Services Limited and the Company shall not have any control over the affairs/management of RSAL Steel Private Limited.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS REPORT AND END OF FINANCIAL YEAR:

The Honble National Company Law Tribunal, Mumbai Bench (NCLT) in Company Petition No. CP/41(MB) 2022 vide order dated February 10, 2023 (the certified true copy of the same was received on March 29, 2023) approved the Scheme of Reduction of share capital of the Company, accordingly the Board of Directors have complied with the directions mentioned in order and have also issued and allotted the 19,00,000 fully paid- up Equity Share(s) of Rs. 10/- each, in ratio of 5 (five) equity shares, against every 132 (one hundred thirty two) already allotted equity shares. The e-Form INC 28 filed by the Company has also been approved/taken on record by the ROC, Mumbai and accordingly the issued, subscribed and paid-up equity share capital of the Company stands reduced to Rs. 1,90,00,000/- constituting 19,00,000 fully paid-up Equity Share(s) of Rs. 10/- each in ROC records/MCA portal. The Company has also filled Listing Application with BSE and it also has been approved by BSE. The Company has also obtained new ISIN from depositories and has filed the corporate action with depositories. The Company is in process of completing the necessary activities post receipt of the NCLT Order, which shall be completed in due course of time.

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

Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing activities and has no foreign collaboration and has not exported or imported any goods or services during the year.

8. BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Act and Listing Regulations, the Company has framed a detailed Risk Management Policy for assessment of risk and determine the responses to these risks so as to minimize their adverse impact on the organization. The functional head of the Company is responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board/Audit Committee.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. DIRECTORS:

As on March 31, 2023 the Board of Directors of the Company consists of Ms. Swati Kushwah - (DIN: 08494474) - Woman Independent Director (Non-Executive), Mr. Negendra Singh (DIN: 07756704) - Independent Director (Non-Executive) and Mr. Rajesh Soni (DIN: 00574384) - Non-Executive Director.

During the year under review, Mr. Rajesh Soni (DIN: 00574384) - Non-Executive Director of the Company had resigned from the Company w.e.f. May 9, 2022.

Further The Board of Directors at its Meeting held on May 12, 2022 pursuant to the applicable provision of the Act and Listing Regulations appointed Mr. Vishal Goswami (DIN: 05221338) as a Non-Executive Director of the Company, who has resigned from the Directorship of the Company w.e.f. the closure of business hours on August 12, 2022.

The Board of Directors at its Meeting held on August 12, 2022 had appointed Mr. Rajesh Soni (DIN: 00574384) as a Non-Executive Director of the Company. Mr. Rajesh Soni has been confirmed as a Director, liable to retire by rotation; by the Members of the Company at the 34th Annual General Meeting held on September 29, 2022.

The Board of Directors has recommended to the Members to re-appoint the Mr. Rajesh Soni as the Director liable to retire by rotation at the ensuing Annual General Meeting of the Company.

Pursuant to provisions of sub-section (6) of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), each of the Independent Directors of the Company have submitted a declaration that each of them continue to meet the criteria of independence as provided in the Act and the Listing Regulations.

During the year under review, there was no re-appointment of any of the Independent Directors in the Company.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume, expertise and other details of the Director proposed to be appointed is given in the Notice convening the ensuing Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the office of Key Managerial Personnel comprised of Mr. Abhishek Saxena - Chief Financial Officer and Ms. Nidhi Arjariya - Company Secretary and Compliance Officer of the Company. The Company is looking for suitable candidate for the post of Chief Executive Officer of the Company.

Further during the year under review, Mr. Rinish Jain had resigned from the post of Chief Financial Officer of the Company w.e.f May 6, 2022 and the Board of Directors at its meeting held on August 12, 2022 appointed Mr. Abhishek Saxena as Chief Financial Officer (designated as Key Managerial Personnel) of the Company w.e.f. August 12, 2022 to fill the vacancy caused due to the resignation of Mr. Rinish Jain. At the same meeting the Board has also appointed Ms. Nidhi Arjariya as a Company Secretary and Compliance Officer (designated as Key Managerial Personnel) w.e.f. August 19, 2022 to fill the vacancy caused due to the resignation caused by Mr. Parag Gupta from the post of Company Secretary and Compliance Officer who relieved from his services w.e.f. the closure of business hours on August 18, 2022.

10. BOARD EVALUATION:

The current composition of the Board of the Company comprises of two Independent directors and only one non-executive director. Hence, to evaluate the performance of independent directors at a meeting there should be at least two member quorum consisting of two non-executive directors has to be available as per Regulation 17(10) of

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, therefore proper meeting could not be conducted for such evaluation. The Company is in process to induct one non-executive director on its Board.

11. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Five Board Meetings, Four Audit Committee Meetings, Two Stakeholders Relationship Committee Meetings and Two Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report to this Annual Report of the Company. The intervening gap between the two Meetings was within the period prescribed under the Act/Listing Regulations.

The details of composition of the Board of Directors and its Committees are given in the Corporate Governance Report to this Annual Report of the Company.

12. POLICY FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT AND THEIR REMUNERATION:

The Board has adopted a policy for appointment of Directors, Key Managerial Personnels and Senior Management and their remuneration. The extract of the said Policy is reproduced in the Corporate Governance Report.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Act, the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) we have 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 loss of the Company for the year under review;

iii) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) we have prepared the annual accounts/financial statements on a going concern basis;

v) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) we have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

14. STATUTORYAUDITORS:

At the 31st Annual General Meeting held on September 25, 2019, the Members of the Company had appointed M/s. M.S. Singhatwadia & Co (now known as SCAN &Co.), Chartered Accountants, Indore, as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of that meeting till the conclusion of the 36th Annual General Meeting of the Company to be held in 2024.

The Standalone and Consolidated Auditors Report issued by M/s. SCAN & Co. (formerly known as M.S. Singhatwadia & Co.), Chartered Accountants, Indore for the financial year ended March 31, 2023, does not contain any qualifications, reservations or adverse remarks. However, the Statutory Auditors have in their Audit Reports have put few Emphasis of Matters drawing attention of the Members of the Company.

15. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Board of Directors of the Company at its meeting held on April 7, 2023, had appointed M/s. Manish Jain & Co. Company Secretaries, Indore as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this report as “Annexure-A”.

The said Secretarial Audit Report contains qualification as specified below on which the opinion of the Board is also mentioned:

1. As per second proviso of Regulation 23(2) of SEBI (LODR) Regulations, 2015, the audit committee of a listed entity shall define “material modifications” and disclose it as part of the policy on materiality of related party transactions and on dealing with related party transactions w.e.f. 01.04.2022 but the Company has not defined material modifications in the Policy on Materiality of Related Party Transactions.

Boards Opinion: As required by the SEBI LODR, the Company has made suitable changes in the policy and also defined material modifications in the Policy on Materiality of Related Party Transactions and adopted a new related party transactions policy.

2. As per Regulation 24 of SEBI (LODR) Regulations, 2015, at least one independent director on the board of directors of the listed entity shall be a director on the board of directors of an unlisted material subsidiary, whether incorporated in India or not but no Independent Director of the listed entity is appointed as a Director on the Board of Directors of the unlisted material subsidiary.

Boards Opinion: The subsidiary company is under CIRP since September 3, 2019 and all powers of the Board of the subsidiary company have been suspended and have been undertaken by the Resolution Professional. In the present circumstances, the Company cannot induct/appoint any Independent Director on the Board of the subsidiary company.

3. As per Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors is not done in Board meeting of the Company.

Boards Opinion: The current composition of the Board of the Company comprises of two Independent directors and only one non-executive director. Hence, to evaluate the performance of independent directors at a meeting there should be at least two member quorum consisting of two non-executive directors has to be available as per Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, therefore proper meeting could not be conducted for such evaluation. The Company is in process to induct one nonexecutive director on its Board.

4. As per Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015, the Company has not submitted intimation regarding notice served to the Unsecured Creditors of the Company pursuant to the NCLT Order dated 09.05.2022, for the purpose of scheme of reduction of capital of the Company, is not submitted to the Stock Exchange.

Boards Opinion: The Company ensures to send the necessary intimation in terms of Regulation 30 to the Stock Exchange depending upon the materiality of events.

5. As per Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015, the Company has not submitted intimation regarding resignation of Chief Financial Officer of the Company w.e.f. 06.05.2022 to the Stock Exchange. Boards Opinion: The Company ensures to send the necessary intimation in terms of Regulation 30 to the Stock Exchange depending upon the materiality of events.

6. As per BSE Circular regarding filing of announcements in XBRL format on BSE listing centre dated 27.01.2023, intimation for NCLT Order dated 24.03.2023 sanctioning scheme of reduction is not submitted in XBRL mode to Stock Exchange.

Boards Opinion: As per SEBI LODR, the prior intimation of the Board Meeting in pdf file was submitted to the Stock Exchange within the statutory time period.

7. As per Regulation 30 and Schedule III of SEBI (LODR) Regulations, 2015, the Company had delayed in filing the intimation regarding NCLT Order, which was received on 09.05.2022, for the purpose of Reduction of Capital of the Company.

Board Opinion: The Company has filled the intimation regarding NCLT Order upon the receipt of Certified True Copy of the orders. However, the Company will ensure the compliances of SEBI Regulations in future.

8. As per Regulation 30 and Schedule III of SEBI (LODR) Regulations, 2015, the Company had delayed in filing the intimation regarding appointment of Mr. Vishal Goswami as Director of the Company w.e.f. 12.05.2022 and cessation of Mr. Rajesh Soni as Director of the Company w.e.f. 09.05.2022.

Board Opinion: The said intimation was inadvertently missed by the Company. The Company will ensure the compliances of SEBI Regulations in future.

9. As per Regulation-2(1)(n) of SEBI (Prohibition of Insider Trading) Regulations,2015, changes in Key Managerial Personnel is considered as unpublished price sensitive information but the necessary Entries for Change in Key Managerial Personnel was not made in the Structure Digital Database during the Financial Year 2022-23.

Board Opinion: All the entries have been made in the software timely. However, two entries about the Change in KMPs who were appointed at the Board Meeting held on

12.08.2022, were inadvertently missed by the Company. Upon their appointment as KMPs the names of new KMPs were already been added as insiders and Connected persons in SDD Software but the entries about the changes were inadvertently missed

by the Company. The Company has appropriately added the same entries in the SDD Software and will ensure the compliances of SEBI Regulations in future.

10. As per Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company was not duly constituted during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f. 12.05.2022. Board Opinion: Upon Receipt of resignation of Mr. Rajesh Soni, the Company had immediately on a shorter notice called the Committee and Board Meetings respectively to appoint Mr. Vishal Goswami as a director to maintain the minimum constitution of Board of Directors of Company as per the provisions of SEBI(LODR) and Companies Act, 2013.

11. As per Regulation 18(1)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, the audit committee does not have minimum three directors as members during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f. 12.05.2022.

Board Opinion: [As explained above at Item 10]

12. As per Regulation 19(1)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013,the Nomination and Remuneration Committee does not have minimum three directors as members during the period 09.05.2022 upto

12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f.

09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f.

12.05.2022.

Board Opinion: [As explained above at Item 10]

13. As per Regulation 20 (2A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholder Relationship Committee does not have minimum three directors as members during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f. 12.05.2022.

Board Opinion: [As explained above at Item 10]

14. As per Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Listed entity has not appointed Chief Executive Officer during the Review Period and the Chief Financial Officer of the Company resigned w.e.f. 06.05.2022 and the Company has appointed new Chief Financial Officer on 12.08.2022 therefore the Certificate under Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was signed by Independent Director of the Company.

Board Opinion: The Company has not been able to find a suitable candidate for the post of CEO and will fill such vacancy at the earliest possible.

15. As per the proviso of Regulation 33(2)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Listed entity has not appointed Chief Executive Officer during the Review Period and the Chief Financial Officer of the Company resigned w.e.f. 06.05.2022 and the Company has appointed new Chief Financial Officer on 12.08.2022 therefore the certificate for quarter ended 31.03.2022 was signed by Independent Director of the Company and certificates for the quarter ended on 30.06.2022, 30.09.2022 and 31.12.2022 was signed by new Chief Financial Officer only.

Board Opinion: [As explained above at Item 14]

16. As per Schedule V (D) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Listed entity has not appointed Chief Executive Officer during the Review Period therefore such declaration is not annexed with the Annual Report for the F.Y. 2021-22.

Boards Opinion: [As explained above at Item 14]

17. As per Regulation-14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Listed Entity has paid Annual listing Fees of BSE Limited on 09th July, 2022 i.e. after 30 days from the commencement of Financial year 2022.

Boards Opinion: Due to stressed financial conditions of the Company, there was a slight delay in payment of annual listing fees. The Company is regularly paying the Annual Listing Fees to BSE Limited and there are no outstanding annual listing fees.

18. As per Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,Corporate Governance Report for the quarter ended 30.06.2022 was not filed with correct information as cessation and appointment of Director during the quarter 30.06.2022 was not given in the report. Board Opinion: The Company has filed with BSE Limited, the revised corporate governance report for the quarter ended 30.06.2022 with the correct information.

19. As per Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Declaration from Independent Director as per Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not received in the first Board Meeting for the financial year 2022-23 which was held on

12.05.2022.

Board Opinion: Since, the meeting dated 12.05.2022 was held at a shorter notice for a limited purpose i.e appointment of Mr. Vishal Goswami to maintain the constitution of board and Committees. The Board considered to take up all other agenda items in the next meeting. Hence, the declarations from Independent Directors were placed immediately in its meeting held on 26.05.2022.

20. As per BSE Circular dated 27.01.2023 regarding filing of Disclosure under Regulation 29 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in XBRL format, the Prior Intimation of the Board Meeting pursuant to Regulation 29 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ended 31.12.2022 which was held on 14.02.2023 was not submitted in XBRL Mode.

Board Opinion: As per SEBILODR, the prior intimation of the Board Meeting in pdf file was submitted to the Stock Exchange within the statutory time period. However, the said intimation was inadvertently missed by the Company for its submission in XBRL mode. The Company is now regular to comply with this requirement.

21. As per Regulation 18 read with Part C of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audit committee of the Company has not approved the appointment of Mr. Abishek Saxena as Chief Financial Officer of the Company.

Board Opinion: Upon recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors of the Company had approved the appointment of Mr. Abhishek Saxena as Chief Financial Officer of the Company. The Company will ensure in future to comply with this Regulation.

22. As per BSE Circular dated 28.10.2022, the Company has delayed in filing of quarterly compliance certificate regarding maintenance of Structured Digital Database for the quarter ended 30.09.2022.

Board Opinion: The Company was required to file the quarterly compliance certificate regarding maintenance of Structured Digital Database for the quarter ended 30.09.2022 by November 18, 2022. However due to some technical issues it was filed within 5 days of stipulated time period i.e. on November 26,2022. The Company is now regular to comply with this requirement.

23. As per Section 149 of the Companies Act, 2013, the Company does not have minimum number of three directors during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f. 12.05.2022. Board Opinion: [As explained above at Item 10]

24. As per Section 150 of the Companies Act, 2013 read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, name of Ms. Swati Kushwah and Mr. Negendra Singh, Independent Directors of the Company were removed from databank as they did not give self-assessment test within prescribed time and therefore they restored their names in the databank on payment of requisite fees during the Financial Year 2022-23.

Board Opinion: As per the MCA (Company Creation and Maintenance of databank of Independent Directors) Amendment, Rules 2021 dated June 18, 2021 Rule 5 “(8) In case of delay on the part of an individual in applying to the institute under sub-rule (7) for inclusion of his name in the data bank or in case of delay in tiling an application for renewal thereof, the institute shall allow such inclusion or renewal, as the case may be, under rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 after charging a further fees of one thousand rupees on account of such delay.” Since the extension has been granted by the MCA, these Independent Directors will give self-assessment test in due course.

25. As per Section 203 of the Companies Act, 2013, the Company has not appointed Chief Executive Officer.

Boards Opinion: [As explained above at Item 14]

26. As per Section 149(7), 164(2) and 184(1) of the Companies Act, 2013, the Directors have not given their declarations in the first meeting of the Board held during the Financial Year 2022-23.

Boards Opinion: Since, the first meeting dated 12.05.2022 was held at a shorter notice for a limited purpose i.e appointment of Mr. Vishal Goswami to maintain the constitution of board and Committees. The Board considered to take up all other agenda items in the next meeting. Hence, the declarations were placed immediately in its next meeting held on 26.05.2022.

27. The Company has not submitted the Annual Report under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Boards Opinion: The Company has properly constituted a policy and committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not submitted the Annual Report as no cases or complaints of sexual harassments were received during the review period.

28. The payment of remuneration to the employees of the Company has not been made within the time period specified under the Minimum Wages Act, 1948.

Boards Opinion: Due to financial stressed in the Company, sometimes the salary payment get delayed by few days. The Company would ensure in future that the remuneration is paid on time to its employees.

29. As per Section 4A of the Payment of Gratuity Act, 1972, the Company has not obtained insurance for the payment of gratuity.

Boards Opinion: Due to financial stressed in the Company, the Company has not obtained insurance for the payment of gratuity.

16. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors at its meeting held on May 26, 2022, had appointed M/s. Nahata Mahajan & Co., Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2022-23. The respective reports of the Internal Auditor were placed before the Audit Committee Meeting of the Board of Directors of the Company for their review and necessary action.

Further, the Board of Directors at its meeting held on May 29, 2023 had re-appointed M/s. Nahata Mahajan & Co., Chartered Accountants, Indore as the Internal Auditor of the Company for the financial year 2023-24.

17. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review, the Company has not made any loans or investments or given any guarantees or provided any securities under the provisions of Section 186 of the Act.

The existing loans given, investments made, guarantees given and/or securities provided are incompliance with the provisions of the Act and Rules made thereunder and details thereof are given in the Notes to the Financial Statements of the Company.

19. RELATED PARTY TRANSACTIONS:

All transactions entered during the financial year into by the Company with the related party were in the ordinary course of the business and at arms length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. Disclosures about the related party transactions which were in the ordinary course of business and at arms length basis have been made in Note No. 26 to the Financial Statement. There are no materially significant related party transactions entered into by the Company.

The policy on related party transactions as approved by the Board of Directors is available on the website of the Company viz. www.imecservices.in.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Act and hence it is not required to formulate policy on corporate social responsibility.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

1. During the year under review, there has been no such significant and material orders passed by any Regulators or Courts or Tribunals impacting the going concern status of the Company or its operations in future except that the Honble National Company Law Tribunal, Mumbai Bench (NCLT) in Company Petition No. CP/41(MB) 2022 vide order dated February 10, 2023 (the certified true copy of the same was received on March 29, 2023) approved the Scheme of Reduction of share capital of the Company, accordingly the Board of Directors have complied with the directions mentioned in order and have also issued and allotted the 19,00,000 fully paid-up Equity Share(s) of Rs. 10/- each, in ratio of 5 (five) equity shares, against every 132 (one hundred thirty two) already allotted equity shares. The Company has also filled Listing Application with BSE and it also has been approved by BSE. The Company has also obtained new ISIN from depositories and has filed the corporate action with depositories. The Company is in process of completing the necessary activities post receipt of the NCLT Order, which shall be completed in due course of time.

2. The Company has received notice of the Customs/DGFT to provide documents against fulfilment of export obligations under the advance licenses issued in 2010. The Company has already assigned and transferred its all assets and liabilities/obligations, including but not limited to duty free imported raw materials to RSAL Steel Private Limited (a subsidiary of the Company / RSPL) through the

Slump Sale Agreement dated 30.03.2011. RSPL is presently under CIRP. The Company has also filed Interim Application in NCLT, Mumbai in CP No. 2985 of 2018 in respect of the said export obligations, which is pending before the NCLT. Since the said Contingent Liability was already disclosed by the subsidiary company in their audited financial statements subsequent to the slump sale agreement till March 31, 2022, the Company has not disclosed said liability along with applicable interest as Contingent Liabilities in the current Financial Statement.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Internal financial controls with reference to the financial statements were adequate and operating effectively.

23. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a mechanism called the ‘Vigil Mechanism and a policy to facilitate its employees and Directors to voice their concerns or observations without fear or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of Companys Code of Conduct etc. to the Committee. The said Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Whistle Blower Policy is disclosed on the website of the Company viz. www.imecservices.in.

24. PARTICULARS OF EMPLOYEES:

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 "Annexure-B” forming part of the Boards Report.

25. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

26. SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is provided in a separate section forming part of the Annual Report.

28. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Sexual Harassment Act), the Company has formed a Policy for prevention, prohibition and redressal of sexual harassment of women at workplace. The provisions relating to the constitution of the

Internal Complaints Committee are not applicable to the Company.

The status of complaints as on March 31, 2023 under the Sexual Harassment Act is as under:

1. Number of complaints pending as at the beginning of the year: NIL

2. Number of complaint received in the year: NIL

3. Number of complaint disposed off during the year: NIL

4. Number of complaints pending as at the end of the year: NIL

29. ANNUAL RETURN:

In compliance with the provisions of Section 92 of the Companies Act, 2013 In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2023 has been uploaded on the website of the Company viz. www.imecservices.in

30. LISTING AT STOCK EXCHANGE:

The Companys Equity Shares are continued to be listed on BSE Limited.

31. SHARE CAPITAL:

The fully paid up Equity Share Capital of the Company as on March 31, 2023 was Rs. 49,99,57,010/- constituting 4,99,95,701 equity shares of Rs. 10/- each. There was no change in the share capital during the year under review. However, post reduction of share capital of the Company, the e-Form INC 28 was filed by the Company and that has also been approved/taken on record by the ROC, Mumbai on May 11, 2023 and accordingly the issued, subscribed and paid-up equity share capital of the Company stands reduced to Rs. 1,90,00,000/- constituting 19,00,000 fully paid-up Equity Share(s) of Rs. 10/- each in ROC records/MCA portal.

32. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER:

The Board of Directors have received a certificate from Chief Financial Officer (due to the vacancy in the office of the Chief Executive Officer of the Company, the said Certificate was only signed by the CFO) of the Company as specified in Part B of Schedule II of Regulation 17 (8) of the Listing Regulations.

33. INDUSTRIAL RELATIONS:

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives and staff at all levels.

34. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the sincere cooperation extended by the Members, Bankers, Employees of the Company and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors For IMEC Services Limited

Sd/-

Sd/-

Date: August 11, 2023

Negendra Singh

Rajesh Soni

Place: Indore

Director

Director

DIN: 07756704

DIN:00574384