jla infraville shoppers ltd Directors report

Dear Shareholders,

Your Board of Directors is pleased to present the 10th Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2023. The company has made appropriate disclosures in this Board report with the objective of accountability and transparency in the working of the Company and to make you aware about the working and future perspective of the Company.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended March 31, 2023 on a Standalone basis is summarized below:

RESULTS OF OUR OPERATIONS (STANDALONE)

(In Lakhs)

PARTICULARS	Year ended March 31st, 2023	Year ended March 31st, 2022
	(Amount in Rs.)	(Amount in Rs.)
Net Sales/Income from operations	1.736	46.149
Other Operating Incomes
(a) Other Incomes	42.765	36.377
Total Revenue	44.501	82.526
Total Expenses	21.924	74.427
Net Profit Before Taxation	22.577	8.099
Tax Expenses & DTA	2.883	2.406
Profit For The Period	19.694	5.693
Earnings Per Share:
Basic	0.30	0.09
Diluted	0.30	0.09

a) TOTAL INCOME: Your Companys Total Income during the year under review was Rs.

44.501 lakhs as compared to Rs. 82.526 lakhs in the previous year.

b) PROFITS: Profit Before Tax for the year 2022-2023 was Rs. 22.577 lakhs as against Rs. 8.099 lakhs in the previous year. Profit After Tax for the year 2022-2023 stood at Rs. 19.694 lakhs as against Rs. 5.693 lakhs in the previous year.

2.DETAILED REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF

SUBSIDIARIES

There is no subsidiary of the company.

3.INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in the Management Discussion and Analysis Report, which is annexed hereto.

With heavy hearts we inform you that one of our promoters, Jawahar Lal Agarwal passed away due to old age on 01.08.2023.

4.CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2022-2023.

5.DIVIDEND

In order to conserve the resources, your directors have decided not to recommend dividend on the share capital for the financial year 2022-2023.

6.FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.

8.DIRECTORS

Appointment of Director

? Mr. Pratap Chakravarthy was appointed as Non Executive Independent Director with effect from 28.06.2022.

Cessation of Director

? Ms. Divya Mishra resigned as the Non Executive Director of the Company with effect from 27.06.2022

9. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2022-2023.

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management and after due enquiry, confirm that :

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

(ii) The selected accounting policies were applied consistently and the Directors

(iii) 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 as at 31st March, 2023 and of the profit of the Company for that period.

(iv) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(v) The annual accounts have been prepared on a going concern basis.

(vi) The Internal financial controls have been laid by the Company and such financial controls are adequate and were operating effectively.

(vii)Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

10. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

11. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

12. FRAUD REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

13. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution.

14. RISK MANAGEMENT POLICY

The Board recognizes that effective risk management is integral to achieving our strategic objectives and delivering long-term value to our shareholders, customers, employees, and other stakeholders. Our risk management approach is designed to identify potential threats, evaluate their potential impact, and implement appropriate measures to mitigate and manage these risks. We employ a systematic process to identify and assess risks across all aspects of our operations, including strategic, operational, financial, and compliance-related areas.

15. CORPORATE GOVERNANCE REPORT

Corporate governance refers to the system of rules, practices, processes, and structures by which a company is directed, controlled, and managed. It involves the relationships among various stakeholders, such as shareholders, management, customers, suppliers, financiers, government, and the community. The primary goal of corporate governance is to ensure that the company operates in a transparent, ethical, and accountable manner while safeguarding the interests of all stakeholders.

The Company recognizes that strong corporate governance is vital to our long-term success and the creation of sustainable value for our shareholders and stakeholders.

Nonetheless pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable on the company as the company is an SME company therefore, we are not required to attach the report on Corporate Governance together with the Practicing

Company Secretaries Certificate on compliance in this regard and Managing Directors declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required is annexed and forms part of the

Directors Report.

17. AUDITORS REPORT

During the year M/S Kamal Gupta Associates were appointed as the Statutory Auditors of the Company. The Auditors have not expressed any qualified opinion in the Auditors Report.

18. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED

The Companys Equity Shares are presently listed at:-Bombay Stock Exchange Ltd. (BSE), SME Platform

The Company has paid Annual Listing Fee of the concerned Stock Exchange.

19. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

There is no subsidiary company of the Company and therefore not required to prepare consolidated financial statements.

20. NUMBER OF MEETINGS OF THE BOARD

There were six (6) meetings of the Board of Directors held during the financial year 22- 23.

First Board Meeting	: 28th May, 2022
Second Board Meeting	: 28th June, 2022
Third Board Meeting	: 24th August, 2022
Fourth Board Meeting	: 26th August, 2022
Fifth Board Meeting	: 14th November, 2022
Sixth Board Meeting	: 25th January, 2023

21. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER

SECTION 149(6) OF COMPANIES ACT, 2013

Pursuant to the provisions of Section 149 of the Companies Act, 2013 each independent director of the Company has submitted their declaration that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with rules framed there under.

Further, the Companys Independent Directors met once during the financial year 2022-2023 held on February 21, 2023 without the presence of the Executives. The meeting was conducted to enable the Independent Directors to discuss the matters pertaining to the

Companys affairs and put forth their views about the working of the Company and the

Board along with the Committees.

22. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM

A vigil mechanism, often referred to as a "Whistleblower Policy," is an important component of corporate governance that allows employees, stakeholders, and others to report concerns about unethical behaviour, fraud, misconduct, or other violations within the organization. We are committed to maintaining the highest standards of ethical conduct, integrity, and accountability in all our business operations. As part of our strong corporate governance framework, we have established a robust Vigil Mechanism, commonly known as the Whistleblower Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

23. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT

OF THE COMPANY

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has formulated a code of conduct for Directors and Senior Management of the Company, the Compliance of which have been affirmed by all Board Members and Senior Management of the Company. However the requirement of declaration to this effect signed by CEO, i.e. Managing Director is exempted pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

24. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulation, 1992, as amended in February, 2002, the Board of Directors of the Company has formulated the Code of Conduct for Prevention of Insider Trading in the shares of the Company by its Directors and Employees.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS

(a) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and ‘the Listing Regulations. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors.

The Non-Executive Directors are compensated by way of profit-sharing commission and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Companys Policy on Directors Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

(b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are also available on the Companys Website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys

Website at www.infraville.info.

26. COMPOSITION OF AUDIT COMMITTEE

Pursuant to Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed company is required to constitute an Audit Committee. The audit committee is one of the major operating committees of a companys board of directors that is in charge of overseeing financial reporting and disclosure. The audit committees role includes the oversight of financial reporting, the monitoring of accounting policies, and oversight of any external auditors, regulatory compliance and the discussion of risk management policies with management. The Audit Committee of the Company works in close relation with the Board of Directors and performs its function of oversight of financial reporting and related internal controls in an effective manner. The composition of Audit Committee as on 31st March, 2023 is as under:

Composition of Audit Committee as on 31st March, 2023

Name of the Director(s)	Mr. Pratap Chakravarthy	Mr.Manish Chandra	Mrs.Meena Agarwal
	(DIN 08488151)	(DIN 08985816)	(DIN 02649280)
Designation	Chairman	Member	Member
Category	Independent	Independent	Executive Director
	Director	Director

There were 4 meetings held during the year i.e. on 28/05/2022, 25/08/2022, 14/11/2022 and 24/01/2023.

Ms. Divya Mishra resigned from the Company as Director w.e.f 27.06.2022 and the committee has been reconstituted by appointing Mr. Pratap Chakravarthy in her place.

27. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed company is required to constitute Nomination and Remuneration Committee who shall be responsible for formulating the criteria to determine the qualifications, qualities, skills, positive attributes, independence and other expertise required to be a Director of the Company and to develop, and recommend to the Board for its approval, criteria to be considered in selecting director(s) to identify, screen and review candidates qualified to be appointed as executive directors, nonexecutive directors and independent directors, consistent with Director Criteria (including evaluation of incumbent Directors for potential re-nomination), and making recommendations to the Board on candidates for: (i) nomination for election or re-election by the shareholders; and (ii) any Board vacancies that are to be filled by the Board and other alike functions.

Though the above regulation is not applicable over the company but by virtue of the applicability of section 178(1) of the Companies Act, 2013, the Nomination and Remuneration Committee is being constituted as follows;

The composition of Nomination & Remuneration Committee as on 31st March, 2023 is as under:

Composition of Nomination and Remuneration Committee as on 31st March, 2023

 

Name of the Director(s)	Mr. Pratap Chakravarthy	Mr.Manish Chandra	Mrs.Meena Agarwal
	(DIN: 08488151)	(DIN 08985816)	(DIN 02649280)
Designation	Chairman	Member	Member
Category	Independent	Independent	Executive
	Director	Director	Director

There was 1 meeting held during the year i.e. on 28/06/2022.

Ms. Divya Mishra resigned from the Company as Director w.e.f 27.06.2022 and the committee has been reconstituted by appointing Mr. Pratap Chakravarthy in her place.

28. COMPOSITION OF STAKEHOLDERS COMMITTEE

Pursuant to Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed company is required to constitute Stakeholders Relationship Committee which is responsible for resolving the grievances of security holders of the company. For listed companies the rights of stakeholders play a very important role in the Corporate Governance of the Company. Though the Company is not required to constitute the same under the prescribed regulation still as a matter of good corporate governance it has constituted the same to look into the various aspects of intrest comprising of shareholders, debentureholders etc.

The composition of Stakeholders Committee as on 31st March, 2023 is as under:

Composition of Stakeholders Committee as on 31st			March, 2023
Name of the Director(s)	Mrs. Meena Agarwal	Mr. Pratap Charavarthy	Mr. Atul Agarwal
	(DIN: 02649280)	(DIN 08488151)	(DIN: 09279372)
Designation	Chairman	Member	Member
Category	Executive Director	Independent	Non-Executive
		Director	Non-Independent
			Director

There was only 1 meeting held during the year on 25/01/2023.

Ms. Divya Mishra resigned from the Company as Director w.e.f 27.06.2022 and the committee has been reconstituted by appointing Mr. Pratap Chakravarthy in her place.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company do not fall under the categories of the companies as mentioned under section 135 of Companies Act, 2013 and rule 8 (1) of Companies (CSR POLICY) Rules, 2014, therefore we still have not made any CSR policy.

30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES

AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) AND SEBI (LODR) REGULATIONS, 2015

Pursuant to the provisions of the Companies Act, 2013 and Provision of SEBI (LODR) Regulations, 2015, the Board has Carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER

SECTION 186

The Company had during the year provided unsecured Loans to the Companies to utilize its resources lying idle. The Board had passed the resolution for the same under Section 186 of the Companies Act, 2013 and the agenda was forwarded for consideration to shareholders in the Annual General Meeting of the Company.

The details of the investments made by company are given in the notes to the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES IN THE ANNEXUED FORM AOC-2.

The company has adopted a related party transaction policy but it is not available on the companys website because it is listed on SME Board and therefore not required to mandatorily update the same on its website. In the policy, material contracts has been defined as any contract or transaction or arrangement are considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statement of the company.

As there are no such transactions has been entered by the company. Aoc-2 attached with this Report in Annexure 1

33. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO

WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

There has been change in composition of Board of Directors of the company.

• Mr. Pratap Chakravarthy was appointed as Non Executive Independent Director with effect from 28.06.2022.

• Ms. Divya Mishra resigned as the Non Executive Director of the Company with effect from 27.06.2022.

There has been no change in the composition of Key Managerial Personnel of the company.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS

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

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System, commensurate with the size, scale and Complexity of its operations. The Audit Committee of the Company has been delegated power to review the internal control systems and its adequacy.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its branches.

36. AUDITORS

1) STATUTORY AUDITORS

M/s Kamal Gupta Associates, Chartered Accountants (Firm Registration No. 000752C) were appointed as the Statutory Auditors of the Company w.e.f 24.02.2023 to fill the casual vacancy caused due to the resignation of V. P. Aditya & Co. Chartered Accountants. They are appointed as Statutory Auditors till the ensuing Annual General Meeting of the Company to conduct the Statutory Audit in the Company.

2) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. Agnihotri and Associates (Company Secretaries), to undertake the Secretarial Audit of the Company for the FY 2022-2023 and accordingly they conducted the secretarial audit. The Report of the Secretarial Audit Report is annexed herewith.

3) INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014 The Company had appointed M/s Neeraj & Associates, Chartered accountants as the Internal Auditor of the Company for the FY 2022-2023 and accordingly they conducted the Internal audit.

37. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has given remuneration according to the remuneration policy formulated by the Company.

1) THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION OF THE COMPANY FOR THE FY 2022-2023

S. N O .	NAME	DESIGNATION	SALARY	MEDIAN EMPLOYEE SALARY	RATIO
1	Meena Agarwal	Managing Director	600000	180000	3.333:1
2	Nikita Srivastava	Director/ CFO	168000	180000	0.933:1
3	Chaitanya Puri	Company Secretary	180000	180000	1:1

Due to the Impact of Covid 19 Pandemic the Company had been badly affected as its main business activity had been hampered however, the company is making all efforts to be stagnant in the market and therefore moving forward efficiently from its previous impact.

2) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER, IN THE FINANCIAL YEAR 2022-2023

S. N O.	NAME	DESIGNATI ON	REMUNERA TION PAID IN FY 2021-22	REMUNERA TION PAID IN FY 2022-23	CHANGE	PERCEN TAGE	REMAR KS
1.	Meena Agarwal	Managing Director	250000	600000	Addition of 350000	140%	-
2.	Manish Chandra	Independent Director	0	0	0	-	-
3.	Pratap Chakravarthy	Independent Director	0	0	0	-	-
4.	Nikita Shrivastava	CFO	168000	168000	No change	-	-
5.	Chaitanya Puri	Company Secretary	180000	180000	No change	-	-

3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR

The details of percentage increase in the median remuneration of employees in the Financial Year are as follows:-

Median (Common employees between Apr-22 & Mar-23)
Remuneration of	Remuneration of	Increase	Percentage
March-22	Mar-23
(Total earning +	(Total earning +
Employer PF)	Employer PF)
180000	180000	No Change	-

4) NO. OF EMPLOYEES ON PAY ROLL IN THE COMPANY

There are a total of 3 employees on Pay Roll of the Company out of which 2 are Key Managerial Personnel.

5) AFFIRMATION

The Management hereby confirms that the remuneration has been paid as per the Remuneration Policy of the Company.

38. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE.

Directors of the Company are not related to each other in accordance with section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

39. DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN AT

WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted stringent measures on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace. The measures aim to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the year there were no complaint received from any employee regarding the said issue.

40. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD

BY NON-EXECUTIVE DIRECTORS

No Equity share is held by the Non- Executive Director of the Company as on 31st March, 2023. No Convertible Debentures has been issued by the Company as on 31st March, 2023.

41. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF

THE COMPANIES ACT, 2013

No material changes and commitments, have taken place between the end of the financial year of the company to which the balance sheet relates and the date of report, which affects the financial position of the Company.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNING AND OUTGO

Particulars relating to the conservation of energy, technology absorption given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 are not applicable to the Company due to the nature of the Companys business operations, being an Online Shopping Company.

There has been no Foreign Exchange outgo during the period under review.

43. INDUSTRY RELATIONS

Industrial relations are of paramount importance in every organization and maintaining them with ease and poise is a very difficult task. Our Company gives equal importance to maintain industrial relations and keeping them at par with other stakeholder relationships. During the period under review, the relation between employee and Management remained cordial.

44. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

45. PROMOTER RECLASSIFICATION

The Company had received a letter from Mr. Vivek Gupta holding 500 equity shares falling under the category of promoters/promoter Group of the Company requesting to be reclassified from the Category of Promoters/Promoters Group to Public Category. The Company considered and approved the reclassification of the promoter of the company in the Annual General Meeting of 2021-22. However, the application for promoter reclassification is under processing as on the date of Annual General Meeting for the Financial Year 2022-23.

46. APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media .

The Board places on record its sincere appreciation towards the Companys valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and on Behalf of the Board

Place: Bengaluru

Date: 22/08/2023