kaushalya infrastructure development corpn ltd share price Directors report

Dear Shareholders,

The Directors are delighted to present the 31st Annual Report together with the Audited Accounts for the financial year ended March 31, 2023.

Financial Performance

A summary of the financial performance of the company for the year ended March 31, 2023 is summarized below:

(Rs In Lakhs)

	Standalone		Consolidated
Particulars	31.03.23	31.03.22	31.03.23	31.03.22
Contract Revenue & Other Income	109.86	16.28	112.51	26.10
Profit before Depreciation, Interest & Tax	(89.57)	132.36	(117.27)	(176.77)
Less Depreciation	13.59	27.83	13.59	27.90
Interest	60.68	58.39	0.47	3.10
	74.27	86.22	14.06	31.00
Profit before Tax	(163.84)	46.14	(131.33)	83.86
Less : Provision for Tax	-	-	-	-
Current Tax	-	-	8.65	10.44
Deferred Tax	13.88	23.27	13.87	22.94
Prior Years Tax	-	16.53	(0.18)	17.84
Total Income Tax for Year	13.88	39.81	22.34	51.22
Net Profit/(Loss) After Tax	(177.72)	6.33	(153.67)	32.64
Less : Minority Interest	-	-	12.12	13.45
Add: Share of Profit of Associate	-	-	1,699.52	10.13
Net Profit After Minority Interest	-	-	1,533.73	29.32
Balance b/f from previous year	(4,496.88)	(4,503.19)	(4,574.30)	(4,603.59)
Balance available for appropriations	(4,674.59)	(4,496.88)	(3,040.56)	(4,574.30)
APPROPRIATIONS
Transfer to General Reserve	-	-	-	-
Balance Carried to Balance Sheet	(4,674.59)	(4,496.88)	(3,040.56)	(4,574.30)

State of Affair & Operations Review

During the year under review on a Standalone basis the Company has registered total income from operation of Rs. 109.86 Lakhs as against Rs. 16.28 Lakhs in the previous year. The Company has been making regular payments/installments with respect to the restructured loan of Indian Overseas Bank (taken over by Alchemist Asset Reconstruction Company Ltd.- Trust-VII {AARC}) as per terms outlined in the sanction letter. The Profit/(Loss) before depreciation, interest and tax for the year stood to Rs. (89.57) Lakhs as compared to Rs. 132.36 Lakhs in previous year. The Profit/ (Loss) After Tax for the F.Y. 2022- 23 is Rs. (177.72) Lakhs against previous F.Y Rs. 6.33 Lakhs.

On Consolidated basis, during the year under review the Total Income of the Company stood to Rs. 112.51 Lakhs as against Rs. 26.10 Lakhs in the previous year. The EBITDA of the Company stood at Rs. (117.27) Lakhs for the F.Y 2022- 23 as compared to Rs. (176.77) Lakhs in the previous year.

The report on the highlights of performance of its subsidiaries, associates and joint venture and their contribution to the overall performance of the company during the period under review is given in Form AOC-1 and forms an integral part of this Annual Report.

Dividend

During the year under review, the Board does not recommend payment of dividend on equity shares of the Company.

General Reserve

During the year under review, the Company has not transferred any amount to the General Reserve. Employee Stock Option Scheme

During the year under review, the Company has not come out with Employee Stock Option Scheme. Nature of Business

The Company operates under two segments:

i) Construction, and

ii) Hotel.

During the year under review, there has been no change in the nature of business of the Company. Material Changes and Commitments after the Balance Sheet Date

The Company has obtained approval from the members in Extra-Ordinary General Meeting (EOGM) held on July 5, 2022 for consolidation of the entire Issued, Subscribed, Paid-up and Authorized Share Capital of the Company by increasing the face value (nominal value) of the equity shares from Rs. 10/- each to Rs. 1,000/- each.

Following the EOGM approval, the Company filed a petition with the Honble National Company Law Tribunal (NCLT) on September 26, 2022, seeking permission for the proposed consolidation. Subsequently, on September 9, 2023, the matter was taken up for hearing before the Honble NCLT. As per the order of the NCLT, the Company had diligently intimated relevant authorities, including Regional Director, Eastern Region, Ministry of Corporate Affairs and the Registrar of Companies, West Bengal, as well as the SEBI, Income Tax Dept., as well as the creditors of the company (both secured and unsecured) seeking their representations and objections.

On April 24, 2023, the Honble NCLT approved the consolidation of the entire issued, subscribed, and paid-up share capital of the Company as per the proposed increase in face value and on July 26, 2023, an official order was issued, confirming the approval of the consolidation. Consequently, the face value of the equity shares of the Company would be increased from Rs. 10/- each to Rs. 1,000/- each. IT IS PERTINENT TO EMPHASIZE THAT THE AFOREMENTIONED CHANGES WILL COME INTO EFFECT AFTER COMPLYING WITH ALL THE NECESSARY FORMALITIES OF THE STOCK EXCHANGES AND OTHER RELEVANT REGULATORY AUTHORITIES, AS APPLICABLE.

There have been no other material changes and commitments affecting the financial position of the Company except above which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

Subsidiary Companies & Associate Companies

As on 31st March 2023, the Company has the following subsidiaries, step down subsidiary, associates and joint ventures:

Subsidiaries	Bengal KDC Housing Development Limited	KDC Nirman Limited	Kaushalya Energy Private Limited (Applied for striking off of name of the Company with Registrar of Companies; awaiting approval.)
Step Down- Subsidiary	Azur Solar KDC Private Limited (Name of the Company Struck-off by ROC, Kolkata w.e.f June 17, 2022)
Associates	Orion Abasaan Private Limited	Kaushalya Nirman Private Limited	Kaushalya Township Private Limited
Joint Venture		KIDCO-NACC

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to the Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy has been made available on the Companys website at http://www.kaushalya net/MATERIAL%20SUBSIDIARY.pdf

The Company has one material Subsidiary namely Bengal KDC Housing Development Ltd as on 31st March, 2023.

Pursuant to section 129(3) of the act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Venture is given in Form AOC-1 and forms an integral part of this Annual Report.

Consolidated financial statements

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and of all its subsidiaries, associates and joint venture, which is forming part of the Annual Report. As per the provisions of section 136 of the Companies Act, 2013, separate audited financial statements of its subsidiaries are being placed on its website http://www.kaushalya.net/others.htm

Listing of equity shares

The Companys Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Ltd.

Change in Share Capital

During the year under review, Companys Authorized Share Capital has remained unchanged at Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only) comprising 3,50,00,000 Equity Shares of Rs. 10/- each and Companys Paid-up Share Capital has remained unchanged at Rs. 34,63,06,300/- (Rupees Thirty-Four Crores Sixty-Three Lakhs Six Thousand Three Hundred Only) comprising of 3,46,30,630 Equity Shares of Rs. 10/- each.

However, the Company has obtained approval from the members in Extra-Ordinary General Meeting (EOGM) held on July 5, 2022 for consolidation of the entire Issued, subscribed and paid-up share capital of the Company by increasing the face value (nominal value) of the equity shares from Rs. 10/- each to Rs. 1,000/- each. Consequent upon and simultaneous with the consolidation of the Equity Shares, the existing Authorised Share Capital of Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only) of the Company divided into 3,50,00,000 (Three Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each shall be consolidated, to comprise 3,50,000 (Three Lakhs Fifty Thousand) Equity Shares of Rs. 1,000/- (Rupees One Thousand Only) each aggregating to Rs. 35,00,00,000/- (Rupees Thirty Five Crore Only) and the existing issued, subscribed and paid-up equity share capital of the Company of Rs. 34,63,06,300/- (Rupees Thirty Four Crores Sixty Three Lakhs Six Thousand Three Hundred Only) divided into 3,46,30,630 (Three Crores Forty Six Lakhs Thirty Thousand Six Hundred Thirty) equity shares of Rs. 10/- (Rupees Ten Only) each shall be consolidated, to comprise 3,46,306 (Three Lakhs Forty Six Thousand Three Hundred Six) Equity Shares of Rs. 1,000/- (Rupees One Thousand Only) each aggregating to Rs. 34,63,06,000/- (Rupees Thirty Four Crores Sixty Three Lakhs Six Thousand Only).

To implement this consolidation, the Company had filed a petition with the Honble National Company Law Tribunal (NCLT), Kolkata Bench, on September 26, 2022. Subsequently, on November 9, 2022, the matter was taken up for hearing. Following a series of hearings, the consolidation was finally approved on April 24, 2023. On July 26, 2023 an order was issued by the Honble NCLT approving the consolidation of the entire Issued, Subscribed, Paid-up and Authorized Share Capital of the Company by increasing the face value (nominal value) of the equity shares from Rs. 10/- each to Rs. 1,000/- each.

IT IS PERTINENT TO EMPHASIZE THAT THE AFOREMENTIONED CHANGES WILL COME INTO EFFECT AFTER COMLYING WITH ALL THE NECESSARY FORMALITIES OF THE STOCK EXCHANGES AND OTHER RELEVANT REGULATORY AUTHORITIES, AS APPLICABLE.

Transfer to Investor Education and Protection Fund.

During the year under review, there has been no transfer to Investor Education and Protection fund by the Company.

Board of Directors

As of March 31, 2023, the following individuals hold Executive and Non-Executive Independent Director positions in the Company:

Executive Directors:

1. Mr. Mahesh Mehra (DIN-00086683) - Whole-time Director

2. Mr. Tarak Nath Mishra (DIN-08845853) - Whole-time Director & Chief Financial Officer

3. Mr. Sanjay Lal Gupta (DIN-08850306) - Whole-time Director & Company Secretary

Non-Executive Independent Directors:

1. Mrs. Minoti Nath (DIN-07017530) - Woman Independent Director

2. Mr. Sandip Sarkar (DIN-07691831) - Independent Director*

3. Mr. Ram Krishna Mondal (DIN-02065330) - Independent Director

*Position re-designated during the year. As on 31st March, 2023 serving as Non-Executive Independent Director.

Mr. Mahesh Mehra, as a Whole-time Director, is due to retire by rotation, and being eligible he has offered himself for re-appointment.

Resolutions seeking approvals of the members for the appointments and re-appointments have been incorporated in the notice of the Annual General Meeting (AGM). Detailed resumes of the directors who are proposed to be appointed or re-appointed are provided in the notice of the ensuing AGM, as required under the Code of Corporate Governance.

All the Independent Directors have provided declarations confirming that they meet the independence criteria prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as specified in Schedule IV to the Act. Additionally, as required by Section 150(1) of the Companies Act, 2013, they have registered themselves as Independent Directors in the independent director data bank maintained by the Indian Institute of Corporate Affairs. Furthermore, all directors have confirmed their adherence to the Companys Code of Business Conduct & Ethics. The Independent Directors, who were required to undergo the online proficiency self-assessment test, have successfully cleared the test.

Key Managerial Personnel

In compliance of the provisions of Section 203 of the Companies Act, 2013, the following persons are the Key Managerial Personnel (KMP) of the Company:

(a) Mr. Mahesh Mehra, Whole-time Director;

(b) Mr. Tarak Nath Mishra, Whole-time Director & Chief Financial Officer; and

(c) Mr. Sanjay Lal Gupta, Whole-time Director & Company Secretary.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges in the preparation of the annual accounts for the year ended 31st March, 2023:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

II. 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 profits and loss of the Company for that period;

III. The Directors have taken proper and sufficient care 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;

IV The Directors had prepared the annual accounts on a going concern basis;

V. The Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Particulars of remuneration of employees

The particulars of remuneration of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in a separate annexure as “Annexure-I” attached hereto and forms part of the Annual Report.

Deposits

During the year, the Company has not accepted any deposit from the public/ members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 Number of meetings of the Board

The Board of Directors convened a total of 4 (four) meetings during the financial year under review. Comprehensive information regarding these meetings is available in the Corporate Governance Report, which is an integral part of the Annual Report.

Audit Committee

The Company established the Audit Committee, and comprehensive details regarding the terms of reference, the number and dates of meetings conducted, attendance records, and other relevant information are presented separately in the attached Corporate Governance Report.

It is noteworthy that during the year under review, there were no instances where the Board did not accept the recommendations put forth by the Audit Committee.

Nomination & Remuneration Committee

The Company established a Nomination & Remuneration Committee, and a comprehensive overview of its terms of reference, the number and dates of meetings conducted, attendance records, and other pertinent details are provided separately in the attached Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders Relationship Committee

The Company established a Stakeholders Relationship Committee, and a comprehensive overview of its terms of reference, the number and dates of meetings conducted, attendance records, and other pertinent details are provided separately in the attached Corporate Governance Report, which forms an integral part of this Annual Report.

Corporate Social Responsibility Committee

The Company does not fall under the criteria as mentioned in section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. Therefore, the Company was not required to formulate Corporate Social Responsibility (CSR) Policy and constitute CSR Committee.

Whistleblower/Vigil Mechanism Policy

The Company has in place a whistleblower policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The aforementioned whistleblower policy can be accessed on the Companys website at http://www.kaushalya.net/VIGIL%20MECHANISM.pdf Risk Management Policy

The Company has implemented a well-defined Risk Management framework to effectively identify, assess, monitor, and mitigate various risks that could impact its key business objectives. This framework ensures that major risks identified by different business units and functions are systematically addressed through ongoing mitigating actions.

The Risk Management Policy of the Company outlines the process for identifying risks, assessing their potential impact, and establishing procedures to minimize these risks. This policy is regularly reviewed to ensure that the executive management remains in control of the risks in accordance with the established guidelines. By adhering to this policy, the Company aims to proactively manage potential risks and maintain a secure and stable operating environment.

Directors Appointment and Remuneration Policy

The Company has formulated Policy on Directors Appointment and Remuneration, which encompasses the criteria for determining qualifications, positive attributes, independence of a Director, and other relevant matters as required under sub-sections (3) and (4) of Section 178, is accessible on the Companys website at the following link: http://www.kaushalya.net/KIDCO_NRP.pdf

Sexual Harassment Policy

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013”.

During the year under review, the Company has not received any complaint under the Policy.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, of the individual Directors as well as the working of its Audit, Nomination & Remuneration and Stakeholders Relationship committees. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report that forms an integral part of this Annual Report.

Particulars of Loans, Investments and Guarantees

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Related Party Transactions (“RPTs”) which is also available on the Companys website at http://www.kaushalya. net/KIDCORELATED.pdf

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements, which were approved by the Audit Committee, were in the ordinary course of business and on arms length basis.

The details of the RPTs, required to be disclosed under Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013 entered into during the year by the Company as per the policy on RPTs, is given in prescribed Form AOC 2 as separate annexure as “Annexure-II” attached hereto and forms part of the Annual Report.

For detailed insights, kindly refer to Note No. 39 provided in the Standalone financial statements, which provides a comprehensive breakdown of related party transactions.

Extract of annual return

The details forming part of extract of Annual Return is annexed herewith as “Annexure-III”. Further, as per provisions of Section 92(3) of the Companies Act, 2013 (the Act), the Annual Return of the Company in Form MGT-7 is also hosted on the website of the Company. The same can be accessed in web-link i.e., www.kaushalya.net.

Significant and material orders passed by the regulator/court/ tribunals etc.

The company had entered into a joint venture for executing a contract for setting up a small hydro power project of 2 megawatts for Uttarakhand Jal Vidyut Nigam Ltd (UJVNL). A dispute arose in the project and the contract was terminated. Arbitration proceedings against UJVNL for recovery of expenses already incurred by it along with loss of profits due to termination of the contract were initiated. The same were concluded in March, 2022 and award was received in favour of the Joint venture in April, 2022.

However the said award was challenged and subsequently appealed by the UJVNL before the Additional District Judge (Commercial), Dehradun. The matter is subjudice and hearing is going on. During the financial year, in a subjudice matter, the Enforcement Directorate took action to attach specific bank accounts of the company, its subsidiary and associates and also certain lands of associates invoking the provisions of the Prevention of Money Laundering Act, 2002. The Adjudicating Authority had confirmed the said attachment. In response to this, the company, exercising its legal rights, initiated an appeal before the Appellate Tribunal to challenge the Adjudicating Authoritys decision to confirm the attachment.

As of now, the matter remains under judicial consideration with the Appellate Tribunal as the legal proceedings unfold.

The Company had filed a petition with the Honble National Company Law Tribunal (NCLT), Kolkata Bench, on September 26, 2022 for consolidation of its shares. Subsequently, on November 9, 2022, the matter was taken up for hearing and following a series of hearings, the consolidation was finally approved on April 24, 2023. On July 26, 2023 an order was issued by the Honble NCLT approving the of the entire Issued, subscribed and paid-up share capital of the Company by increasing the face value (nominal value) of the equity shares from Rs. 10/- each to Rs. 1,000/- each.

Internal Financial Control

The Company has in place adequate internal financial control with reference to the financial statements. During the year, such control was reviewed and no reportable material weakness was observed.

Corporate Governance

The Company is dedicated to upholding the highest standards of corporate governance and strictly adheres to the corporate governance guidelines specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance, as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is an essential and integrated part of this Annual Report. By ensuring robust corporate governance practices, the Company aims to maintain transparency, accountability, and the trust of its stakeholders.

Management Discussion and Analysis

The Company aims to keep its stakeholders well-informed and foster transparency in its communication with the investors and shareholders. The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of this Annual Report provides valuable insights into the Companys performance, key financial indicators, business outlook, and significant events that have shaped the Companys operations during the year.

CEO/CFO Certification

As required by the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

Auditors & Auditors Report

M/s. Barkha & Associates, Chartered Accountants (FRN: 327573E) were appointed as the Statutory Auditors of the Company at the 29th AGM held on September 24, 2021 for a period of five years on such remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable taxes and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

There was no instance of 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 Companies Act, 2013 and rules made thereunder.

Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Board of Directors had appointed M/s. B. K. Barik & Associates, Company Secretaries as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2022- 23.

The Report given by them for the said financial year in the prescribed format is annexed to this Report as “Annexure-IV”. The secretarial audit report does not contain any qualifications, reservation or adverse remarks.

The Company has one material unlisted subsidiary incorporated in India, namely Bengal KDC Housing Development Ltd. The Secretarial Audit Report by M/s. B. K. Barik & Associates, Company Secretaries for the financial year 2022- 23 of Bengal KDC Housing Development Ltd. in the prescribed format is annexed to the Annual Report of Bengal KDC Housing Development Ltd. for the said financial year.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at http://www.kaushalya.net/KIDCO_ASCR_31032023. pdf. The secretarial audit report and Annual Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

Cost Auditors

The cost audit under section 148 of Companies Act, 2013 read with its rule is not applicable for the Company for the financial year ended 31st March, 2023.

Restructuring of Debts

The Debts of the Company pertaining to Indian Overseas Bank and State Bank of India were taken over by Alchemist Asset Reconstruction Company Limited- Trust- VII (AARC) vide their Assignment Agreements with lender banks dated March 24, 2017 and December 29, 2017 respectively. The Company had reached a settlement of its debts with respect to State Bank of India (SBI) and restructured its debts with respect to Indian Overseas Bank (IOB) with AARC. The Company has been able to make the full payment of the settled amount in respect to debts of SBI Account and received no dues certificate dated June 1, 2018.

The Company is regular in payment of installments pertaining to loan account of Indian Overseas Bank as per the schedule as stated in the sanction letter.

Compliance with Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Other Information

The Audit Committee of the Company has reviewed the audited financial statements for the year under review at its meeting held on May 30, 2023 and recommended the same for the approval of the Board of Directors.

Annexures forming a part of this Directors Report

The Annexures referred to in this report and other information, which are required to be disclosed are annexed herewith and forms a part of this report of the Directors:

Annexure	Particulars
I	Particulars of Remuneration of Employees.
II	Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
III	Extract of Annual Return.
IV	Secretarial Audit Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Presently, the Company is not engaged in any activity relating to conservation of energy or technology absorption and therefore, during the year under review, the Company has no foreign exchange earnings and outgoes.

Appreciation

The Board of Directors wish to thank the Central Government, the Government of West Bengal, the Financial Institutions, its Bankers, Alchemist Asset Reconstruction Company Limited, Shareholders, Customers, Dealers and other Business Associates for the support received from them during the year. The Directors of the Company place on record their sincere appreciation for all employees of the Company and for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
	Mahesh Mehra	Sanjay Lal Gupta
Dated: 14th August, 2023	Whole-time Director	Whole-time Director & Company Secretary
Registered office:	DIN : 00086683
HB-170, Sector-III, Salt Lake		DIN-08850306
Kolkata-700106
CIN-L51216WB1992PLC055629