Indian CardCloth Director Discussions


To

The Members of

The Indian Card Clothing Company Limited

Your directors present their Sixty Nineth Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31,2023.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of Directors Report.

1) FINANCIAL RESULTS:

(Rs. in Lakh)
Particulars

Financial year

2022-23 2021-22
Revenue from operations 5,695.79 5,553.30
Other Income 1,257.09 570.66
Total income 6,952.88 6,123.96
Finance cost 211.95 203.51
Depreciation 468.30 425.60
Profit / (Loss) before exceptional items 832.89 158.86
Exceptional items (264.89) 22,043.36
Profit / (Loss) Before Tax 568.00 22,202.22
Provision for Tax (including deferred tax) 15.54 3,067.82
Profit / (Loss) After Tax 552.46 19,134.40
Other Comprehensive Income (12.97) 9.83
Total Comprehensive Income for the year 539.49 19,144.23

2) PERFORMANCE REVIEW:

During the year under review, the Company earned a total revenue of Rs. 6,952.88 Lakh as against Rs. 6,123.96 Lakh in the previous year. The profit for the financial year 2022-23 has been Rs. 552.46 Lakh against profit of Rs. 19,134.40 Lakh for the financial year 2021-22.

Highlights:

• A new design of Tops developed by the Research and Development team in higher production card segment named as "Turbine TOPS" was productionised and supplied all across in domestic as well as in export market. This TOPS was accepted well in the market and its sales increased by almost 40% more in the current year as against the last financial year.

• New Tops designed developed to cater to the requirements of the lower production card segment.

• Upgradation and refurbishment of other Top setting machines is helping the Company to manufacture right size of TOPS and therefore, gaining good demand for its products.

• Commercial Buildings of the Company, ICC Chambers - I and ICC Chambers - II situated at Powai - Mumbai and the commercial property at Baner - Pune remained fully occupied during the financial year 2022-23.

3) SHARE CAPITAL:

The paid-up share capital of the Company as on March 31,2023, was Rs. 594.11 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

4) STATE OF THE COMPANYS AFFAIRS:

The detailed information about the Companys affairs is provided under the Management Discussion and Analysis Report in accordance with the requirements under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called and referred to as "the Listing Regulations"), which forms a part of this Report.

5) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Meetings of the Board of Directors held during the year 2022-23:

During the year under review, seven (7) meetings of the Board of Directors took place, details of which have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the two (2) meetings was within the period prescribed under the Companies Act, 2013, the Listing Regulations.

b) Declaration by the Independent Directors:

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

The Independent Directors are not liable to retire by rotation as per Section 152 of the Companies Act, 2013.

c) Changes in the Board of Directors during the year 2022-23:

During the year under review, the following changes took place in the Board of Directors of the Company:

• Mr. Jyoteendra Kothary (DIN : 00015254), an Independent Director, ceased to be the Director of the Company with effect from July 31, 2022 due to expiry of his second term as an Independent Director.

• Mr. Chirag M. Shah (DIN: 06938305) was appointed as an Independent Director of the Company for a tenure of 5 (five) years with effect from February 11, 2023.

• Mr. Alok Siddhi Misra (DIN : 09198314), who had resigned from the position of ‘Manager under the Companies Act, 2013, was appointed as the Whole-time Director (Whole-time Key Managerial Personnel) under the Companies Act, 2013 for a tenure of 3 (three) years with effect from February 11,2023 designated as "Whole-Time Director & Chief Executive Officer".

• Mr. Mehul Trivedi (DIN: 00030481), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The brief profile of Mr. Mehul Trivedi seeking re-appointment at the ensuing Annual General Meeting, as a director liable to retire by rotation has been included in the Notice convening the AGM.

d) Changes in the Board of Directors after closure of financial year 2022-23:

• Mr. Sanjeevkumar Walchand Karkamkar (DIN:00575970), Non-Executive Non-Independent Director, resigned from the directorship of the Company effective May 1,2023.

• Mr. Jyoteendra Kothary (DIN: 00015254) was appointed as a Non-Executive Non-Independent Director of the Company effective May 1, 2023.

Even after the above changes in the Board of Directors of the Company, the Company continues to comply with the mandatory requirements related to composition of the Board of Directors as provided under Regulation 17 of the Listing Regulations.

e) Changes in Key Managerial Personnel after closure of financial year 2022-23:

• Mr. Chandrakant Dattatray Patil, Chief Financial Officer (Whole-time Key Managerial Personnel) resigned from the position of Chief Financial Officer and was relieved from the services of the Company on April 7, 2023.

• Mr. Devendra Mishra, a qualified Chartered Accountant has been appointed as the Chief Financial Officer (Whole-time Key Managerial Personnel) of the Company with effect from May 30, 2023.

6) DIVIDEND:

The Board of Directors in its meeting held on June 27, 2022 declared Special Interim Dividend of Rs. 25/ - per equity share of face value of Rs. 10/- each for the financial year 2022-23.

No amount was transferred to Reserves for the year under review.

7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:

In accordance with Section 129(3) of the Companies Act, 2013 and Indian Accounting Standard (Ind-AS) 110, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 10% of the consolidated income of the Company and its subsidiaries during the previous financial year. However, the Company has prepared a policy for determining material subsidiaries which is uploaded on the Companys website and can be accessed vide weblink: http:// cardindia.com/wp-content/uploads/2023/ 05/ICC-Policy-on-Material-Subsidiaries-Rev.-02-07.04.2023.pdf

The Statement in Form AOC-I containing salient features of the financial statements of Companys Subsidiaries is attached to the financial statements of the Company.

The brief details about the performance and financial position of the subsidiaries of the Company are given below:

a) ICC International Agencies Limited: ICC International Agencies Limited (ICCIAL) recorded substantial decrease of approximately 39% in its revenue from Rs. 143.21 Lakh in the previous year to Rs. 87.69 Lakh in the financial year 2022-23. Further, the loss after tax also increased from Rs. 38.09 Lakh in the previous financial year to a loss of Rs. 119.44 Lakh in the year under review.

Overall unstable demand in the international market and cheaper imported options available in the domestic market led to lower demand for capital machinery by garment and home furnishing manufacturers and exporters in India. Moreover, delayed deliveries due to supply chain constraints also impacted sales of textile machineries in India. As a result, the revenue of ICCIAL was impacted substantially.

b) Garnett Wire Limited, U.K.:

Garnett Wire Limited, a U.K. Company, wholly owned subsidiary of the Company, recorded increase of approximately 8% in its revenue from ?967,869 (equivalent to Rs. 969.78 Lakh) to ?1,044,910 (equivalent to Rs. 1,049.88 Lakh). The after-tax profit is ?3,058 (equivalent to Rs. 3.07 Lakh) as against previous years loss of ?64,571 (equivalent to Rs. 64.70 Lakh).

Improvement in demand for servicing activity helped in the increase of sales of Garnett Wire Limited, whilst some cost reductions in general and administrative costs following the Companys acquisition of the balance shares in Garnett Wire Limited helped to further improve the net margins.

8) AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to the provisions of Section 177(8) of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

The Board of Directors of the Company in its meeting held on August 11, 2022 reconstituted the Audit Committee in compliance with Regulation 18 of the Listing Regulations as per the details given below:

Sr. No. Name Designation
1) Mr. Sudhir Merchant Chairman (Independent Director)
2) Dr. Sangeeta Pandit Member (Independent Director)
3) Mr. Darshan Bhatia Member (Independent Director)

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

9) VIGIL MECHANISM:

The Company has established a "Vigil Mechanism Policy" as per Regulation 22 of the Listing Regulations. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015. The details of this Vigil Mechanism have been provided in the Corporate Governance Report and also posted on the website of the Company at: http://cardindia.com/wp-content/uploads/2023/05/ICC-Policy-on-Vigil-Mechanism-Rev.-02- 07.04.2023.pdf

10) STATUTORY AUDITORS:

P. G. Bhagwat LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), Pune, were reappointed as the Statutory Auditor of the Company for a period of five (5) consecutive years commencing from the conclusion of the 68th AGM held on September 8, 2022 till the conclusion of the 73rd AGM of the Company. Accordingly, the term of P.G. Bhagwat LLP, Chartered Accountants, Pune would expire at the conclusion of 73rd Annual General Meeting of the Company.

11) AUDITORS REPORT:

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Auditors Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

12) SECRETARIAL AUDIT REPORT:

Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515), Proprietor of DVD & Associates, Company Secretaries, Pune was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.

The Secretarial Audit Report for the financial year 2022-23 is annexed as Annexure - A to this Report.

There are no adverse remarks nor any disclaimer, qualifications or reservations in the Secretarial Audit Report.

13) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 the Company at the end of the financial year and of the profit of the Company for the year ended March 31, 2023;

c) the Directors 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;

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

e) the Directors have laid down internal financial controls, which are to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

14) CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from DVD & Associates, Pune confirming compliance, is set out separately under Corporate Governance Report.

15) POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION:

In terms of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Board of your Company, on recommendation of the Nomination and Remuneration Committee ("NRC"), had adopted a Nomination Policy titled as "Nomination & Remuneration Policy" pursuant to the requirements of Listing Regulations which interalia includes the Companys policy on Board diversity, selection, appointment and remuneration of Directors, criteria for determining qualifications, positive attributes, independence of a Director and criteria for performance evaluation of the Directors. The Company has also amended this policy from time to time as per the amendments made to the Listing Regulations. The Nomination & Remuneration Policy as approved by the Board is uploaded on the Companys website at: http:// cardindia.com/wp-content/uploads/2023/05/ICC-Nomination-Remuneration-Policv-Rev.-02-07.04.2023.pdf

16) PERFORMANCE EVALUATION:

Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulations, mandates that the Board shall monitor and review the Board evaluation framework and shall carry out performance evaluation of the Independent Directors. The Companies Act, 2013, states that a formal annual evaluation needs to be done by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance evaluation of the Directors, the Board and its Committees was accordingly carried out based on the criteria laid down under the SEBI Circular dated January 5, 2017, for Performance Evaluation in the Nomination & Remuneration Policy and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also assessed the quality, quantity and timelines of flow of information between the Company management and the Board. Your directors express their satisfaction with the evaluation process.

17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review, none of the employees have drawn remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employees hold (by himself or along with his spouse and dependent children) more than 2% of the equity shares of the Company. Hence, the requirement of disclosure under Section 197(12) of the Companies Act, 2013, is not applicable.

The details of Top 10 employees together with the remuneration drawn by them is annexed as Annexure - B to this Report.

18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of each Director to the median employees remuneration for the financial year and such other details as prescribed is as given below:

Mr. Alok Misra (DIN: 09198314), who had resigned from the position of ‘Manager under the Companies Act, 2013, was appointed as the Whole-time Director (Whole-time Key Managerial Personnel) under the Companies Act, 2013 for a tenure of 3 (three) years with effect from February 11, 2023 designated as "Whole-Time Director & Chief Executive Officer". The salary paid to Mr. Misra in his capacity as the "Whole-Time Director" of the Company for the period February 12, 2023 is not comparable with the remuneration paid to other employees for the entire financial year.

b) The percentage increase in remuneration of each Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary, if any, in the financial year:

Name % increase
Mr. Alok Misra, Whole-Time Director under the Companies Act, 2013 designated as Chief Executive Officer The percentage increase of approx. 21.08% in the remuneration paid to Mr. Misra during the year was on account of performance linked payment paid to Mr. Misra as per the terms of his remuneration approved by the shareholders by way of a special resolution through Postal Ballot on May 9, 2023.
Mr. Chandrakant Dattatray Patil, Chief Financial Officer The percentage increase of approx. 21% in the remuneration paid to Mr. Patil during the year was on account of his tenure (12 Months in 21-22) and performance linked payment paid to Mr. Patil.
Mr. Amogh Barve Company Secretary The percentage increase of approx. 18% in the remuneration paid to Mr. Barve during the year was on account of 1 time arrear payment & performance linked payment paid to Mr. Barve.

c) The percentage increase in the median remuneration of employees in the financial year:

There was an increase of approximately 10.10% in the median remuneration of employees in the financial year.

d) The number of permanent employees on the rolls of the Company as on March 31, 2023: 227

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in the average percentile in the salaries of employees other than managerial personnel is approximately 6.50% whereas average increase in the managerial remuneration is approximately 21%. Considering the skills, expertise and enhanced responsibilities of the Managerial Personnel, the average increase in the managerial remuneration commensurate with the additional responsibilities shouldered by the Managerial Personnel.

f) The remuneration has been paid to all the employees of the Company in accordance with the Nomination & Remuneration Policy of the Company.

19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All the transactions with related parties are in the ordinary course of business and at arms length basis; and therefore, disclosure in Form AOC-2 is not required.

The Policy on Related Party Transactions has been revised by the Company from time to time based on the changes made in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The updated Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at: http://cardindia.com/wp-content/uploads/2023/07/ICC-Policv-on-Related-Partv-Transactions- Rev.-03-29.05.2023.pdf.

20) DEPOSITS:

During the year 2022-23, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

• During the year under review, in compliance with the provisions of section 186 of the Companies Act, 2013, the Company invested in the Equity Share Capital of ICC International Agencies Limited (ICCIAL), Wholly Owned Subsidiary of the Company a sum of Rs. 30,00,000/- (Rupees Thirty Lakh Only) by subscribing 30,000 Equity Shares of face value of Rs.10/- each at an issue price of Rs. 10/- per equity share by participating under Rights Issue of ICCIAL.

Your Board of Directors review performance of ICCIAL every quarter. Though ICCIAL has substantially eroded its net worth due to various external factors impacting the revenue of ICCIAL, your Board of Directors believes that the expected recovery of textile industry in India in the financial year 2023-24 and improved delivery commitments from the OEMS, would further support ICCIAL in achieving a sustainable growth. Therefore, your Board of Directors are cautiously optimistic about the recovery of ICCIALs performance and do not have any significant doubt about ICCIALs ability to continue as a going concern.

• In compliance with the provisions of section 186 of the Companies Act, 2013, the Board of Directors of the Company in its meeting held on June 27, 2022 approved the proposal of acquiring balance 40% equity stake in Garnett Wire Ltd., UK - foreign subsidiary of the Company, from its Joint Venture Partner - Joseph Sellers & Son Limited. Accordingly, the acquisition of balance 40% equity stake in Garnett Wire Ltd., UK was completed on August 19, 2022. Thus, Garnett Wire Ltd., UK is now wholly owned subsidiary of the Company.

22) SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is giving due consideration to the conservation of energy and all efforts are being made to properly utilize the energy resources. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure - C to this Report.

24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:

The Company has a costing system to help control costs and to take decisions on pricing. Pursuant to Notification No. G.S.R. 725 (E) dated July 31, 2018 whereby the Companies (Accounts) Amendment Rules, 2018 were notified, the Company is maintaining the Cost Records under sub-section (1) of Section 148 of the Companies Act, 2013.

25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company operates in ERP environment and has implemented the Oracle System for the purpose of "Internal Financial Controls" within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014. The Company is in the process of upgrading the present version of its Oracle System to new Oracle version 12.2. The Company is also in the process of restructuring its Finance and Accounts function, including finance and accounts function at its branch at Turkey, and some of its other support functions and thereby re-defining the Risk Control Matrix for the purpose of maintaining adequate internal financial controls.

This has not affected any of the internal financial controls laid down by the Company during the financial year under review. The internal financial controls of the Company are adequate and were operating effectively during the year under review. The Board of Directors has adopted necessary internal control policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Board of Directors is of the opinion that for the year ended March 31,2023, the Company has sound internal financial controls commensurate with the nature and size of the business operations of the Company.

26) REPORTING OF FRAUDS:

There was no instance of any fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

27) APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the Company has neither made any application under Insolvency and Bankruptcy Code, 2016 nor there any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016.

28) DETAILS OF ONE-TIME SETTLEMENT WITH THE BANK OR FINANCIAL INSTITUTION TOGETHER WITH DETAILS OF VALUATION:

As on March 31, 2023, the Company has not borrowed any money from any Bank or Financial Institution nor the Company has entered into any one-time settlement with any Bank of Financial institution during the year, and hence the requirement of providing details as stated under Rule 8(5) the Companies Accounts Rules, 2014 regarding the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions alongwith the reasons thereof does not apply to the Company.

29) RISK MANAGEMENT:

The Company has in place a Risk Management System which takes care of risk identification, assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Report.

30) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, a copy of Annual Return for the financial year 2021-22 is available on the website of the Company at http://cardindia.com/wp- content/uploads/2023/05/Annual-Return-Form-MGT-7-F.Y.-2021-22.pdf and a copy of Annual Return for the financial year 2022-23 will be made available on the website of the company after submission of the same to the Registrar of Companies.

31) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.

Considering the threshold requirements specified under Section 135(1) of the Companies Act, 2013, the Company was not liable for CSR spending as specified under Section 135(5) of the Companies Act, 2013, for the financial year 2022-23 and hence, has not spent any amount on CSR activities during the financial year 2022-23.

32) POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment and to conduct regular awareness programs. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2022-23, no complaints were received regarding sexual harassment.

33) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as stated above and disclosed elsewhere in this Report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this Report which can affect the financial position of the Company.

34) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

35) CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year under review.

36) APPRECIATION:

Your directors place on record their sincere thanks and appreciation for the continued support extended by Central and State Governments, bankers, customers, suppliers and members. Your Board would like to record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a significant part in the Companys operations.

For and on behalf of the Board of Directors
Prashant Trivedi
Place : Auckland - New Zealand Chairman
Date : May 29, 2023 (DIN : 00167782)