Ind-Agiv Commerce Ltd Management Discussions

1) Global Economy Overview

The global economy enters 2022 in a weaker position than previously expected. As the new Omicron CoVID-19 variant spreads, countries have re imposed mobility restrictions. Rising energy prices and supply disruptions have resulted in higher and more broad-based inflation than anticipated, notably in the United States and many emerging market and developing economies. The ongoing retrenchment of Chinas real estate sector and slower-than-expected recovery of private consumption also have limited growth prospects.

Global growth is expected to moderate from 5.9 in 2021 to 4.4 percent in 2022—half a percentage point lower for 2022 than in the October World Economic Outlook (WEO), largely reflecting forecast markdowns in the two largest economies. A revised assumption removing the Build Back Better fiscal policy package from the baseline, earlier withdrawal of monetary accommodation, and continued supply shortages produced a downward 1.2 percentage-points revision for the United States. In China, pandemic-induced disruptions related to the zero-tolerance COVID-19 policy and protracted financial stress among property developers have induced a 0.8 percentage-point downgrade. Global growth is expected to slow to 3.8 percent in 2023. Although this is 0.2 percentage point higher than in the previous forecast, the upgrade largely reflects a mechanical pickup after current drags on growth dissipate in the second half of 2022. The forecast is conditional on adverse health outcomes declining to low levels in most countries by end-2022, assuming vaccination rates improve worldwide and therapies become more effective.

2) Indian Economy Overview

The past two years have been difficult for the Indian economy on account of the COVID-19 pandemic. Repeated waves of infection, supply-chain disruptions and, more recently, inflation have created particularly challenging times. Faced with these challenges, the Government proactively implemented a range of safety measures to protect the vulnerable sections of the society. It places a strong thrust on increase in capital expenditure for infrastructure development to boost medium-term demand and expansion of the economy.

Indias Gross Domestic Product (GDP) is estimated to have grown by 8.7% in FY 2021-22 and growth is expected at 8.2% in FY 2022-23. This implies that the overall economic activity has recovered past the pre-pandemic levels. Growth in the coming year will be driven by widespread vaccine coverage, gains from supply side reforms and easing of regulations, robust export growth, and availability of fiscal space to ramp up capital spending. The country is also well poised for a pick-up in private sector investment with the financial system in a good position to provide support to the revival of the economy. Expectations of normal monsoon, abatement of pandemic-related challenges, and withdrawal of global liquidity by major central banks, moderate oil prices, and easing of supply chain disruptions will support growth momentum going forward.

Despite the disruptions caused by the global pandemic, Indias balance of payments remained in surplus throughout the last two years. This allowed the Reserve Bank of India to keep accumulating foreign exchange reserves which stood at US$ 634 billion as on December 31 2021. This is equivalent to 13.2 months of merchandise imports and is higher than the countrys external debt. The combination of high foreign exchange reserves sustained foreign direct investment, and rising export earnings will provide an adequate buffer against possible global liquidity tapering in FY 2022-23.

The fiscal measures adopted to support the economy as well as the health response led to the increase in fiscal deficit and government debt. However, a strong rebound in government revenues in FY 2021-22 implied that the Government will comfortably meet its targets for the year while maintaining the support and ramping up capital expenditure. The strong revival in revenues (revenue receipts were up over 67% in April-November 2021) indicated that the Government has fiscal space to provide additional support, if necessary. The capital markets in India have done exceptionally well and have allowed record mobilization of risk capital for Indian companies.

The Sensex and Nifty scaled to touch the peak at 61,766 and 18,477 on October 18, 2021. Among major emerging market economies, Indian markets outperformed its peers in April-December 2021. The year 2021-22 so far has been an exceptional year for the primary markets with a boom in fundraising through IPOs by many new-age companies, tech start-ups, and unicorns. Nearly Rs. 89,066.00 Crore was raised via 75 IPO issues in April- November 2021, much higher than in any year in the previous decade.

3) Company Overview

The Company continued to grow ahead of the market and the Company offers a competitive and innovative range, catering to consumer needs in all significant audio video system integration & paint. However, retaining margins is also a challenge, because of rupee value, talent retaining and operational costs. Your Company shall be exploring a suitable strategy to enhance margins and invest in talent.

Paint business is a constant business which is affected by adverse demand in ancillaries and small industries subject to growth of the Company, etc.

The Company leverages all these and its deep contextual knowledge of its end users in working to high quality and high impact solutions designed to deliver differentiated business outcomes.

4) Strategy

Your Company has successfully navigated through multiple technology cycles and adapting new models through talent development and helping our clients realize the benefits of emerging technologies and end-user customer-centricity is our core strategy to strengthen investment of these projects.

Your Company is also expanding to distribution business and OEMs having reasonable Margins.

Your Companys willingness to invest in the relationship, the commitment to deliver impactful outcomes and the track record of execution excellence have resulted in high satisfaction levels and repeat orders from the customers.

5) Talent Management

The ability to attract, motivate and retain talent is critical factor in our industry. Your Company is focused on attracting the best talent and transforming the workforce and stimulating environment, which is flexible and result oriented, progressive policies, continual investment in upgrading employees skills and the philosophy of empowering individuals.

6) Enterprise Risk Management

Your Company has a comprehensive Enterprise Risk Management (ERM) framework in place for risk assessment and mitigation across the organization. The framework is designed to provide risk score measures for each of the potential risks as well as for its financial, reputational, and operational impact. It also provides risk improvement plans, critical success factors, and target dates to control risks.

Your Company has aligned its policy on risk assessment with the global standards and risk assessment reports are reviewed at regular intervals. It has also adopted a focused approach towards risk management in the form of a corporate insurance program. The goal of this program is to optimize the financing of insurable risks by using a combination of risk retention and risk transfer. The program covers all potential risks relating to the business operations of your Company across all its locations.

As part of the Companys policy, the relevant parameters for all manufacturing sites are analyzed to minimize the risk associated with the protection of environment, safety of operations, and health of people at work. These are monitored regularly with reference to statutory regulations prescribed by government authorities and guidelines defined by your Company. Your Company adheres to the legal requirements concerning emission, wastewater, and waste disposal. Improving workplace safety continues to be the top priority at all manufacturing sites.

Your Company continues its focus on compliance in all areas of business operations by rationalizing and strengthening controls. Your Company has set in place a requisite mechanism for meeting compliance requirements and periodic monitoring to avoid any deviation. Your Company aims to set exemplary and sustainable standards, not only through products, services, and performance, but also through integrity and behavior. As part of continuing efforts to ensure that such exemplary standards are maintained and to provide employees with a good understanding of the demands of anti-bribery and corruption laws, your Company has laid policies on the prevention of Bribery and Corruption.

The business operations of your Company are exposed to several risks such as market risk, foreign exchange risk, interest rate risk, price risk, credit risk, liquidity risk, etc. The risk management program focuses on the unpredictability of financial markets and seeks to reduce potential adverse effects on financial performance.

7) Opportunities and Threats

As capital markets continue to evolve under the impact of globalization, regulatory reforms and disruptive technologies, financial institutions are being forced to revisit their traditional business models.

With financial markets getting increasingly fragmented, organizations are seeking to diversify their revenue streams by launching new products and services. Enhanced operational efficiency, through standardization of business processes and technology systems, has emerged as another key business imperative.

Sr. No. Opportunities	Threats
1 Regulatory reforms would aid greater participation of all class	Execution Risk.
of investors.
2 Favorable demographics like huge middle class, larger younger population with disposable income and investible surplus, change in attitude from wealth creation and risk taking abilities of the youth etc.	Increased competition from local and global players operating in India.
3 Enhanced operational efficiency, through standardization of business processes and technology systems.	Regulatory Changer impacting the landscape of business.
4 Corporate are looking at expanding in domestic markets through merger & acquisitions and Corporate advisory Services.	Unfavorable economic condition.

8) Human Resource

Your Company recognizes that its committed and talented workforce is the key factor in driving sustainable performance and growth. As one of the most critical assets of the Company, its people are responsible for its competitive advantage. Your Company is committed to recruiting and retaining the most relevant and best industry talent. Employees are thereafter nurtured, developed, motivated, and empowered to boost their skills and performance capabilities.

Your Company continuously seeks to inculcate within its employees a strong sense of business ethics and social responsibility. Relations with the employees at all levels remained cordial during the year.

9) Segmented Information

At March 31, 2022, the Corporation had two reportable and operating segments: Spray paint and Audio Video system integration.

The segments are the Company strategic business units. For each of the strategic business units, the Board of Director reviews internal management reports on a periodical basis.

The segments have been identified on the basis of business and customer cluster and are aligned with the organizational structure and strategic direction of the organization. Accounting policies relating to each segment are identical to those used for the purposes of the consolidated financial Statements.

Management of other financial expenses, share-based compensation and income tax expense is centralized and, consequently, these expenses are not allocated to the operating segments.

10 ) Financial Performance

The Company registered standalone revenue for the Financial Year 2021-22 of Rs. 5.30 Cr. as compared to previous year Financial Year 2020-21 of Rs. 7.98 Cr., however, profit after tax and other comprehensive income is Rs. 21.44 Lakhs as compared to previous year profit after tax and other comprehensive income is Rs. (1,71,91,834).

11) Internal Financial Control Systems and their Adequacies

Your Company has adequate internal control procedures commensurate with its size and nature of business. Your Company has clearly laid down policies, guidelines, and procedures that form a part of the internal control systems. The adequacy of the internal control systems encompasses the Companys business processes and financial reporting systems and is examined by the management as well as by its auditors at regular intervals.

The auditors conduct audits at regular intervals to identify the weaknesses and suggest improvements for better functioning. The observations and recommendations of the auditors are discussed by the Committee to ensure timely and corrective action.

12) Operations

During the year, both segment has badly affected due to COVID-19 Lockdown and prime customers are Education Institution were close for whole financial year. To overcome with the challenge, Company keeps pace with the upgraded Technologies and high level of engagements with OEMs, timely delivery of projects and delighted customer satisfaction. The Company further improved processes and systems to meet this challenge through better utilization of available resources, higher flexibility in moving technicians team model with this, enable the Company to meet customers expectations The Company consolidated all related functions into a dedicated projects team to impart focus and cohesion. We have done investment in talent acquisition from Industry and also upgrade the existing talent with CTS certification. As result there increase in Top line of the company and company expects that profits will be followed in coming years.

13) Shareholders and Investor Relationship

The Company acknowledges that and encourages full and active participation in discussions and votes, and be prepared to present facts, figures and company forecasts, email feedback, General Body meetings, etc. and be prepared to alter our business strategy based on shareholder input. We convey our openness to shareholders and keep relations strong.

14) Disclaimer

Statements in this management discussions and analysis describing the Companys objectives, projection, estimates and expectations are categorized as ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include trends in the industry, competition, and rise in input costs, exchange rate fluctuations, and significant changes in the political and economic environment in India, environmental standards, tax laws, litigation and industrial relation.

15) Corporate Social Responsibility

Section 135 of the Companies Act provides the threshold limit for a applicability of the CSR to a Company i.e. (a) net worth of the company to be Rs. 500 Crore or more; (b) turnover of the Company to be Rs. 1000 Crore or more; (c) net profit of the company to be Rs. 5 Crore or more.

The CSR Committee shall be responsible for providing recommendations to the Board with respect to CSR Activities that may be undertaken by the Company in accordance with the CSR Policy as well as the Act and the CSR Rules.

The CSR Committee shall consist of three or more directors, out of which at least one Director shall be Independent Director.

No member of the CSR Committee shall be personally liable for any decision or action taken in good faith with respect to the CSR Policy.

As the Company is not coming under the ambit of the provision of Section 135, therefore Company is not required to formulate CSR policy & also it not required to comply with the Provision of Section 135 of the Companies Act, 2013.

Annexure - B Secretarial Audit Report Form MR - 3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 09 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

IND-AGIV Commerce Limited (L32100MH1986PLC039004)

09 To 12, B-Wing, Kanara Business Centre, Laxmi Nagar, Off. Ghatkopar Andheri Link Road, Ghatkopar (East), Mumbai – 400 075

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IND-AGIV Commerce Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has , during the audit period covering the financial year ended on March 31, 2022 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022 according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there under and amendments from time to time ;

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under and amendments from time to time;

3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder and amendments from time to time;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder and amendments from time to time to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992 (‘SEBI Act) to the extent applicable to the company;

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2019 and amendment from time to time;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendment from time to time;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendment from time to time; Not Applicable since Company has not issued further shares during the period under consideration;

(d) The Securities and Exchange Board of India (share based Employee Benefits) Regulations, 2014 and amendments from time to time;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and amendment from time to time; Not Applicable since Company has not issued any debt securities during the period under consideration.

(f) The Securities and Exchange Board of India (Registration to an Issue and Share Transfers Agents) Regulations, 1993 and amendments from time to time, regarding the Companies Act and dealing with client; Not Applicable

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable, since Company has no such reportable issue during the period under consideration

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not Applicable, no such buy back held during the period under consideration.

We have also examined compliance with the applicable clause of the following;

i. The Secretarial Standards issue by the Institute of Company Secretaries of India with respect to

Board and General Meetings. ii. Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)

Regulations, 2015 and amendment from time to time. iii. The Equity Listing Agreements entered by the Company with Bombay Stock Exchange. iv. MCA notification holding meeting through Video Conferencing (VC)/ Others Audio Visual Means

(OAVM).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extent applicable to the company except delay in following compliances.

Sr. Compliances	Penalty imposed by	Period of Delay in Compliance
No.	BSE(included GST) &
	Paid by the Company
1. Delay in submission of the	Rs. 35,000/-	Audited Financial Results for the quarter and
Audited Financial Results.		FY ended March 31, 2021.
2. Delay in submission of the	Rs. 82,600/-	Audited Financial Results for the quarter and
Audited Financial Results.		FY ended March 31, 2022.

Based on our verifications of the Companys books, papers, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the financial year ended on 31^st March 2022 complied with the aforesaid laws.

Based on information received and records maintained, we further report that:

? The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

? Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

? All decisions at Board Meetings and Committee Meetings are carried unanimously as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board.

We have also examined compliance with the applicable Laws, Acts, Rules, Regulations, Guidelines, Secretarial Standards, etc., complied by RST Technologies Private Limited, subsidiary of the Company. The subsidiary company has complied with the provisions of Companies Act, 2013 and rules made there under, Secretarial Standards issued by the Institute of Company Secretaries of India.

Based on compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Director at their meeting(s), we are of the opinion that the management has; -

a) Adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and; b) Complied with the following laws specifically applicable to the company; -

1. Industrial Dispute Act,1947;

2. The Payment of Wages Act,1936;

3. The Minimum Wages Act, 1948;

4. Employees State Insurance Act,1948;

5. The Employees Provident Funds and Miscellaneous Provisions Act, 1952;

6. The Payment of Bonus Act, 1965;

7. The Payment Gratuity Act, 1972;

8. The Contract Labour (Regulation & Abolition) Act, 1970;

9. The Maternity Benefits Act, 1961;

10. The Child Labour (Prohibition & Regulation) Act, 1946; 11. The Industrial Employment (Standing Order) Act, 1946; 12. The Employees Compensation Act, 1923;

13. The Apprentices Act, 1961;

14. The Equal Remuneration Act, 1976;

15. The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959; 16. Labour Welfare Acts of state;

17. The Competition Act, 2002 18. The Income Tax Act, 1961

19. Shops and Establishments Act, 1948 20. The Central Excise Act, 1944 21. The Customs Act, 1962

22. Goods and Service Tax Act, 2017

We further report that during the Audit Period, there are no event/ action have taken place which are having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For S. S. Rauthan & Associates Company Secretaries

Firm Registration No.:S1999MH026900

CS Surjan Singh Rauthan Proprietor M. No. FCS-4807, COP No.3233 Peer Reviewed Cert. No. : 1840/2022 UDIN: F004807D000763004

Place: Mumbai Date: August 8, 2022

Note: This report is to be read with our letter of even date which is annexed as "ANNEXURE A" and forms an integral part if this report.

ANNEXURE TO SECRETARIAL AUDIT REPORT

To,

The Members,

IND-AGIV Commerce Limited (L32100MH1986PLC039004)

09 To 12, B-Wing, Kanara Business Centre, Laxmi Nagar, Off. Ghatkopar Andheri Link Road, Ghatkopar (East), Mumbai – 400 075

Our Secretarial Audit Report of even date, for the Financial Year 2021-22 is to be read along with this letter.

Managements Responsibility;

1. It responsibility of the management of the company to maintain Secretarial Records, devise proper system to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors Responsibility;

2. Our responsibility is to express an opinion on these Secretarial Records, Standards and Procedures followed by the Company with respect to Secretarial Compliances.

3. We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a base for our opinion.

4. Where required, we have obtained the managements representation regarding various compliances of applicable laws, rules and regulation on the Company.

Disclaimer;

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company during the financial year under consideration.

6. We have not verified the correctness and appropriateness of the financial records and books of accounts of the Company.

For S. S. Rauthan & Associates Company Secretaries

Firm Registration No.:S1999MH026900

CS Surjan Singh Rauthan Proprietor M. No. FCS-4807, COP No.3233 Peer Reviewed Cert. No. : 1840/2022 UDIN: F004807D000763004

Place: Mumbai Date: August 8, 2022