likhami consulting ltd share price Directors report

Dear Members,

The Board of Directors have the pleasure in presenting the Companies 41^st Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2023 along with the Auditors Report thereon. The financial highlights of the Company for F.Y. 2022-2023 are given below:

Financial Results:-

(Amount in Lakhs)

Particulars	31 March, 2023	31 March, 2022
Income	61.94	48.57
Less: Expenses	38.67	35.01
Profit before Taxation	23.27	(405.22)
Less: Taxation	6.07	3.58
Profit after Taxation	17.20	(408.80)

Performance:-

The total revenue for the financial year under review is Rs. 61.94 Lakh against Rs. 48.57 Lakh in previous year. The Net Profit/Loss after taxation generated by the company during the year under review was Rs.17.20 Lakh as compared to Rs. (408.80) Lakh during the previous year.

Operation:-

The Company has been continuously focusing on its existing line of business to improve its profitability in near future.

Dividend:-

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

Transfer to Reserve:-

There has been no transfer to Reserves during the Financial Year 2022-2023.

Public Deposits:-

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits is not applicable.

Change in the nature of business:-

There is no change in the nature of business of the Company during the year under review.

Compliance with the Indian Accounting Standards:-

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2023 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Directors and Key Management Personnel (KMP):-

As on March 31, 2023, the Board of Directors of your Company comprised of Six (6) Directors one of whom whole - Time Director and two (2) are Non-Executive Director. The remaining three (3) directors are Non-Executive Independent Directors which includes one Women Independent Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

Mr. Sanjoy Kumar Singh (DIN: 07684128), a Non-Executive Director who retires by rotation in terms of Section 152 Companies Act, 2013 and being eligible has offered himself for re-appointment at this AGM.

Mrs. Heena Banga Sharma (DIN: 10193235) has been appointed as Additional Director w.e.f. 24/07/2023 and being act as Independent Directors, in category as Non-executive Independent Director for consecutive 5 (Five) years for the period from 24/07/2023 to 23/07/2028 and in terms Listing Regulation 16 & any other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013. The resolutions seeking approval of members on item No. 3 of notice for convening the Annual General Meeting along with the requisite disclosures/explanatory statement are included.

Mr. Mahesh Hitesh Parihar (DIN 06782814) Non-executive Independent Director has resigned vide letter dated 17/07/2023, to the board due to account of pre-occupation in professional assignments. The Board considered and approved his resignation from the post of Non-Executive Independent Director with effect from 24/07/2023 after business hours. The Board places on record its gratitude for the services rendered by him during his tenure as a Non-executive Independent Director of the Company.

Appropriate resolutions for appointment /re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed and other related information has been detailed in the Notice read along with the explanatory statement convening the 41^st AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

All Independent directors have given the Declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity, and possess expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

Policy on Directors, Key Managerial Personnel - Appointment & Remuneration including Nomination & Remuneration Committee: -

The Board has framed a policy on Directors Appointment and Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The policy provides for selection and appointment of Directors, Senior Management including KMP and their Remuneration together with criteria for determining qualifications, positive attributes, and independence of a Director.

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the Company website i.e. https://www.likhamiconsulting.com/Codes%20&%20Policies/Remuneration%20Policy%20Likhami.pdf

Details of Committee members and meetings etc. have been disclosed in the Corporate Governance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013:-

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder

Sr. No. Name	Designation	Remuneration paid F.Y. 22-23 ( Amt in Lakhs)	Remuneration paid F.Y. 21-22 ( Amt in Lakhs)	Increase in remuneration from previous year (Amt. in lakhs )
1 Mr. Babu Lal Jain	Whole Time Director	4.80	3.20	NIL
2 Ms. Dipti Jayant Kashid	CFO	8.18	7.59	0.72
3 Mrs. Bulbul Amit Bhansali	Company Secretary	7.08	6.20	1.20

Directors Responsibility Statement: -

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any; (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 31^st March, 2023 and of the profits of the company for the year ended on that date; (iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the annual accounts have been prepared on a going concern basis; (v) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; (vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration of Independent Directors: -

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Committee of the Board: -

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of the Company: -

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

Number of Meeting of the Board: -

During the year under review Four (4) Meetings of the Board of Directors of the Company were held. The details of Board meetings and the attendance of the directors are provided in the Corporate Governance Report which forms part of this Report.

Disclosure regarding Companys policies under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz

i) Determining material subsidiary Policy ii) Related Party transactions Policy, iii) Whistle Blower/vigil Mechanism iv) Archival Policy for disclosure v) Code of Conduct for Board of Directors & Senior Management vi) Policy of Preservation of Documents vii) Policy on Criteria for Determining Materiality of Events viii) Remuneration Policy for the Directors , Key Managerial Personnel and other Employees ix) Code of Conduct for Independent Director / Information are displayed on the website of the Company https://www.likhamiconsulting.com/Codes%20&%20Policies/Codes%20&%20Policies.html.

Extract of Annual Return: -

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st March, 2023 is available on the website of the Company in the following link www.likhamiconsulting.com.

Board Evaluation: -

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman of the Board. The exercise was carried out by the Independent Directors of the Company through a structured evaluation process covering several aspects of functioning of the Board i.e. attendance, contribution at the meetings and otherwise, independent judgments, safeguarding interest of the minority stakeholders, composition of Board/ Committees, performance of specific duties and obligation by members of the board etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The Independent Directors at their separate Meeting carried out the Performance evaluation of the Chairman and Non-Independent Directors. The Board of Directors expressed its satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:-

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made and outstanding at the year-end, details of which are given in the Financial Statements. There were no loans or guarantees made by the Company during the year under review.

Particulars of Contracts or Arrangements made with Related Parties: -

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the

Company had not entered into any contract / arrangement / transaction with related parties as defined under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2022-2023.

Subsidiaries, Joint Ventures and Associate Companies:-

The Company does not have any Subsidiary, Joint venture or Associate Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit programme with the activities of the entire organization under its ambit.

Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Corporate Governance:-

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments, if any, affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates and the date of the report:- There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

The details of 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 along with the reasons thereof:

Not Applicable

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

The Company is not engaged in the manufacturing activity; as such particulars relating to conservation of energy and technology absorption are not applicable. However, in the editing facilities, offices etc. adequate measures are being taken to conserve energy as far as possible.

As far as foreign exchange earnings and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review. Hence, the provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), Rules 2014 do not apply to our Company.

Listing of Securities:-

The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) & BSE Limited (BSE).

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Companys operation in future:- There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Companys operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

Human Resources:-

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation. All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs employees aspirations.

Shares:-

The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during the year under review. The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Auditors & Auditors Observations: -

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report: -

Based on the recommendations of the Audit Committee, the Board of Directors approved the reappointment of M/s. Mohindra Arora & Co., Chartered Accountants (FRN: 006551N) as the Statutory Auditors of the Company to hold office for a period of five consecutive year from the conclusion of the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting. Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Explanations or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors in their Report: -

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31^st March, 2023 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no 21 of the Financial Statement.

2. Secretarial Auditors and their Report: -

M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2022-2023 at their Board of Directors Meeting on 23^rd May, 2022 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit was carried out and the report given by the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I and forms integral part of this report.

3. Internal Auditor:

The Members of Board has appointed M/s. Jain N K & Co., (FRN 148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2022-2023 at their meeting on 23^rd May, 2022 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee. The Suggestions made by the Internal Auditor in their Report were properly implemented.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives: - Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the Company.

Additional Information to Shareholders: -

All important and pertinent investor information such as financial results, investor presentations, press releases are made available on the Companys website i.e. www.likhamiconsulting.com on a regular basis.

Code of Conduct: -

As prescribed under Listing Regulation, a declaration signed by the Whole Time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2022-23 forms part of the Corporate Governance Report.

Board Diversity Policy: -

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience, such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition is mentioned in available in the corporate governance report that forms part of this Annual Report.

Familiarization Program:-

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company etc. The details of such familiarization programmes have been disclosed on the Company website i.e. https://www.likhamiconsulting.com/Familiarization%20Programmes.html.

Vigil Mechanism/ Whistle Blower Policy: -

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. These have been outlined in the Corporate Governance Report which forms part of this report.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Compliance Of SEBI (Prohibition Of Insider Trading) Regulations, 2015 ("PIT") Regulations 2015 And Code Of Fair Practices And Disclosure (Fair Disclosure Code):

The Company has formulated Code of Conduct for Prevention of Insider Trading in Likhami Consulting Limited Securities ("PIT Code") and Fair Disclosure Code in accordance with PIT Regulations with an objective of protecting the interest of Shareholders at large and preventing misuse of any Unpublished Price Sensitive Information (UPSI). The PIT Code and Fair Disclosure Codes are available on the website of the Company on https://www.likhamiconsulting.com.

Reporting of Frauds: -

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

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013: -

The Company has in place an 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 (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-2023.

No of complaints received:	Nil
No of complaints disposed of:	Nil
No of complaints pending as on end of the financial year:	Nil

Disclosures

The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2023.

22

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

During the year under review, the Company has not issued any Debentures.

No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.

There is no change in the nature of business of the Company.

Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, the Company has not required take Credit Rating of Securities from any agency.

During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund).

During the year under review Company does not come under failure of implement any Corporate Action.

During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not issued any share by way of public issue, Right Issue, Preferential Issue etc.

Acknowledgement: -

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

		By Order of the Board
		For Likhami Consulting Limited
		Babu Lal Jain	Ruchi Gupta
		(Whole-Time Director)	(Director)
		(DIN: 02467622)	(DIN: 07283515)
Regd. Office:	Room No. 1, 2nd Floor,
	62A, Dr. Meghnad Shah Sarani,
	Southern Avenue, Kolkata-700 029
Email:	info@likhamiconsulting.com
Website:	www.likhamiconsulting.com
Date:	24/07/2023

To

The Members,

Likhami Consulting Limited

CIN: L45209WB1982PLC034804

Room No.1, 2nd Floor, 62A, Dr. Meghnad Shah Sarani, Southern Avenue, Kolkata-700029

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Likhami Consulting Limited, (hereinafter called "the Company").

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my 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 , I hereby report that in my opinion, the Company has ,during the audit period covering the financial year ended on 31^st March, 2023 ("Audit Period") generally 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 reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(The Company has not availed any Foreign Direct Investment and External Commercial Borrowings during the Period under review).

(v) The following Regulations (as amended from time to time) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Audit Period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation, 2021 (Not Applicable as the Company has not introduced any such scheme during the financial year under review);

e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulation 2021 (Not Applicable since the Company has not issued any Debt Securities;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an issue and Share Transfer Agent during the financial year under review);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

(Not applicable as the Company has not delisted / propose to delist its Equity Shares from any Stock Exchange during the financial year under review);

h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (Not applicable as the Company has not bought back / propose to buy-back any of its securities during the financial year under review); and

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(vi) Other Laws applicable to the Company namely:

The Directors of the Company informed and certified that there are no other applicable laws that are specifically applicable to the Company based on the nature of business. However, they have represented that the Company has complied with the provision of other laws as applicable to it.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India under the provision Companies Act, 2013; ii. The Listing Agreements entered into by the Company with The Calcutta Stock Exchange Limited and BSE Limited pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further report that:

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

2. 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 clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. All the decisions at the Board meeting and Committee Meetings are carried out unanimously as recorded in the minutes of the meeting of the Board of Directors or Committee of the Board, as the case may be.

I further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines that pertain to the business operations of the Company.

I further report that during the audit period, the Company has no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

This report is to be read with my letter of event date which is annexed as Appendix-1 and forms and integral part of this Report.

For Veenit Pal & Associates

Company Secretaries

Veenit Pal

(Proprietor)

ACS : 25565

CP : 13149

P.R. No. 1433/2021

Place : Mumbai

Date : 29.06.2023

UDIN : A025565E000522314

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. 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.

For Veenit Pal & Associates

Company Secretaries

Veenit Pal

(Proprietor)

ACS : 25565

CP : 13149

P.R. No. 1433/2021

Place : Mumbai

Date : 29.06.2023

UDIN : A025565E000522314