Mahip Industries Ltd Directors Report

To,

The Members

Your Directors are pleased to present the 29^th Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous Financial Year ended on 31^st March, 2023 is given below:

Particulars	2023-24	2022-23
Revenue from Operations	363.61	(207.24)
Other Income	267.74	71.79
Total Revenue	631.35	(135.45)
Total Expenses	853.45	168.40
Profit / (Loss) Before Exceptional and Extra
Ordinary Items and Tax	(222.11)	(303.85)
Exceptional Items	0.00	0.00
Profit / (Loss) before Extra-Ordinary Items and
Tax/ Profit Before Tax	(222.11)	(303.85)
Extraordinary Items	0.00	0.00
Profit / (Loss) after Extra-Ordinary Items and
Tax/ Profit Before Tax	(222.11)	(303.85)
Tax Expense: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Total Tax expense	0.00	0.00
Profit / (Loss) for the Period	(222.11)	(303.85)

2. OPERATIONS (Pending)

Total loss in revenue for Financial Year 2023-24 is Rs. 222.11 Lakhs as compared to the total loss of Rs. 303.85 Lakhs in revenue sustained in Previous Year 2022-23. The loss before tax for the Financial Year 2023-24 is Rs. 222.11 Lakhs as compared to Loss before tax of Rs. 303.85 Lakhs of Previous Year 2022-23. Net Loss after Tax for the Financial Year 2023-24 is Rs. 222.11 Lakhs as against Net Loss after tax of Rs. 303.85 Lakhs of Previous Year 2022-23.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in nature of Business during the year under review.

4. ANNUAL RETURN

The Annual Return for Financial Year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company?s website at https://www.mahipindustriesltd.in/

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company?s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7 (Seven) times i.e. 30^th May, 2023, 04^th July, 2023, 12^th October, 2023, 31^st October, 2023, 22^nd November, 2023, 16^th January, 2024 and 01^st March, 2024.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on March 31, 2024 the applicable accounting standards have been followed and there is no material departure from the same, b. The Directors had 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 financial year and of the profit / loss of the Company for the Financial Year ended on March 31, 2024. c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, d. The Directors had prepared the Annual Accounts on a going concern basis, e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related Party Transactions that were entered into during the financial year were on an arm?s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2?- Annexure 1.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

10. RESERVES & SURPLUS

Sr. No. Particulars	(Rs. in Lakhs)
1. Balance at the beginning of the year	(3,887.85)
2. Current Year?s Profit / Loss	(222.11)
3. Amount of Securities Premium and other Reserves	1,143.12
4. Transfer to Reserve	20
Total	(2,946.84)

11. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2023-24 (Previous Year - Nil).

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF

THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which has occurred in the Financial Year 2023-24.

13. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the Financial Year 2023-24 (Previous Year Nil).

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK

MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name	Designation	DIN/ PAN
1. Mr. Rajiv Agrawal	Whole-Time Director	01922581
2. Mr. Rajiv Agrawal	Chief Financial Officer	AAZPA8407A
3. Mr. Praveen Singh	Independent Director	09660852
4. Mr. Omkar Patel	Independent Director	08825108

Further, Ms. Riddhi Kumar resigned from the post of Independent Director w.e.f 12.10.2023.

After end of financial year 2023-24 and before date of Director Report, Ms. Dhwani Jaspalsinh Solanki was appointed as an Additional Independent Director by the Board w.e.f. 8^th May, 2024. Thereafter, Ms. Dhwani Jaspalsinh Solanki has resigned from the office of directorship w.e.f. 01^st August, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board?s Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

17. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Omkar Patel, Mr. Praveen Singh and Ms. Riddhi Kumar, Independent Directors (now ceased from directorship of the Company) of the Company had confirmed to the Board that they met the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They had also confirmed that they met the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

18. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board?s Report.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture and/or associate company as on 31.03.2024.

The Company in its board meeting dated 16.01.2024, approved disinvestment of its entire stakeholding of 49.80% equity shares in Arnav Fibres Private Limited.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 regarding Corporate Social Responsibility are not applicable to the Company.

21. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the Financial Year.

22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

23. STATUTORY AUDITOR

The explanations / comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Statutory Auditor are as follows:

Query 1:

In the absence of the actuarial valuation report, the impact on loss for the year on account of such valuation is not ascertainable and relevant disclosures not been given. The Company has not made provision for gratuity and leave encashment for the year. This is not in compliance with AS-19 and AS-15 Employee Benefits. Had the provision been made in the financial statements, Employee Benefits and loss for the year, as per the Statement of Profit & Loss would have been higher by the amount of such provision and the long-term investments, long-term and short-term loans and advances and the Shareholders funds, as per the Balance Sheet would have been lower by the same amount.

Reply 1:

The Management has assessed that the Company faces some difficulties for carrying on business so the company was not able to comply with AS-19 and AS-15 for Employee Benefits. However, the Management is giving assurance to comply the same in future.,

Query 2:

The company has violated the TDS provisions of the Income Tax Act, 1961 and has made default in deduction of TDS and on the payments made to the parties and the TDS deducted is also not paid to the government account within the time limit prescribed under the Income Tax Act, 1961.

Reply 2:

The Management has assessed that as the company faces some difficulties for carrying on its business from last one year.

Accordingly, the Company fails to comply the TDS provisions of the Income Tax Act, 1961. However, the Management gives assurance that the company will comply TDS provisions of the Income Tax Act, 1961 in future.

Query 3:

The balance confirmation statements for outstanding in the statements relating to the trade receivable/trade payable/loans and advances given or taken and other advances given or received have not been made available to us.

Reply 3:

The Management is in opinion that the Company has recorded all statements balances outstanding in the financial statements relating to trade receivable/trade payable/loans and other advances given or taken.

Query 4:

Re-grouping is done for certain accounts, the reasons for the same are not explained to us.

Reply 4:

The Management is in opinion that one or two accounts has been re-grouped in the Company?s interest.

Query 5:

Provision for Expenses Receivable of RS. 1.04 crores are sued by the company and it is pending in court. Hence they made entry according to it..

Reply 5:

The Management assessed that Case is pending with Court and they have assured that order of the Court will be in favour of the Company.

Query 6:

The Company filled case against One of the Party name SMRVA INFRASTRUCTURE PROJECTS PVT LTD of RS. 1.84 Crores for party not taken the delivery and that cause company incurred losses.

Reply 6:

The Management assessed that Case is pending with Court and they have assured that order of the Court will be in favour of the Company.

Query 7:

The company has violated the provisions of the Companies Act, 2013 by providing depreciation on rates provided by Income Tax Act, 1961 and not the parent Law the Companies Act, 2013.

Reply 7:

The Management has assessed that the company faces some difficulties for carrying on business so the company was not able to comply with provision of the Companies Act, 2013 and has calculated depreciation as rates provided by Income Tax Act, 1961 However, the Management is giving assurance to comply the same in future.

Query 8:

Related Party transactions entered into by Company are not in agreement with Companies Act, 2013.

Reply 8:

The Management has assessed that the Company faces some difficulties for carrying on business so the company was not able to comply with provision of the companies Act, 2013. However, the Management is giving assurance to comply the same in future.

Query 9:

The Company has not been making revaluation of the Fixed Assets on the end of reporting periods in violation to Accounting Standard-16.

Reply 9:

The Management has assessed that the Company faces some difficulties for carrying on business so the company was not able to comply with Accounting Standard-16. However, the Management is giving assurance to comply the same in future.

Query 10:

The Company has received and advanced money to many persons in individual capacity and other corporate entities. As per audit procedures and explanations given to us, we are of the opinion that these transactions entered into by the company is in contravention to the section 185 and section 186 of the Companies Act, 2013. Furthermore, we are of the opinion that there is no written agreement for the repayment of the amount advanced and no provision of interest accrued is made in the financial Statements.

Reply 10:

The Management has assessed that the Company faces some difficulties for carrying on business so the company was not able to comply with provision of the companies Act, 2013. However, the Management is giving assurance to comply the same in future.

24. SECRETARIAL AUDITOR

The Board has appointed M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is annexed herewith marked as Annexure-2 to this Report. The explanations / comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Statutory Auditor are as follows:

Query 1:

Compliance certificates under Regulation 74(5) of the Securities and Exchange Board India (Depository and Participant) Regulations, 2018 for the Quarter ended on 30^th June, 2023, and 30^th September, 2023 were not submitted by the Company within time limit as prescribed.

Reply 1:

The company has not filed Compliance Certificates under Regulation 74(5) for the quarter ended on 30^th June, 2023, and 30^th September, 2023 However, the Company has filed all Compliance Certificates under Regulation 74(5) as on date.

Query 2:

Non-Compliance of Regulation 34 of the Securities and Exchange Board India (Listing Obligation and Disclosure Requirements) Regulations, 2015 which stipulates that listed entity shall submit to the stock exchange and publish to its website a copy of Annual Report. The Company has not submitted Annual Report to the Stock Exchange for the financial year 2022-23 within stipulated period.

Reply 2:

The Company has not submitted Annual Report to the Stock Exchange for the Financial Year 2022-23 within stipulated period However, the Company has submitted Annual Report to the Stock Exchange as on date.

Query 3:

Audited and Unaudited financial results as per Regulation 33 of the Securities and Exchange Board India (Listing Obligation and Disclosure Requirements) Regulations, 2015 for Half Year ended on 31^st March, 2023 and 30^th September, 2023 was not submitted within stipulated time period.

Reply 3:

The Company has not submitted financial result for the half year ended 31^st March, 2023 and 30^th September, 2023 within stipulated period However, the Company has submitted financial result for the same as on date.

Query 4:

The Company has not submitted Reconciliation of Share Capital Audit Report for the quarter ended 31^st March, 2023, 30^th June, 2023, 30^th September, 2023, and 31^st December, 2023 within 30 days from the end of the quarter to the stock exchange as per Regulation 76 of The Securities and Exchange Board of India (Depository and Participant) Regulations, 2018.

Reply 4:

The Company has not submitted Reconciliation of Share Capital Audit Report for the quarter ended 31^st March, 2023, 30^th June, 2023, 30^th September, 2023 and 31^st December, 2023 However, the Company has submitted the same as on date.

Query 5:

Website of the Company is not updated as per Regulation 46 of the Securities and Exchange Board India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Reply 5:

Company is in process to update the website of the Company.

Query 6:

Independent Directors of the Company had not applied for inclusion / renewal of their name in the data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Reply 6:

Company is in process to comply the said non-compliance However, After expiry of the Financial Year 2023-24 but before date of board, the Company has appointed Independent Director who is registered in Independent Director data bank.

Query 7:

The Company has not filed E-form DPT-3 for the Financial Year ended 31^st March, 2023 as per Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 and E-form MGT-14 for approval of financial statement, the Board?s report for the Financial Year ended 31^st March, 2023, for appointment of internal auditors and secretarial auditor as per Section 179(3) read with Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014.

Reply 7:

Company is in process to file the pending form as the MCA is showing status Under CIRP. However, as of now, the company is active and therefore, the company is in process of filing of Pending Form.

Query 8:

The Company has not appointed Company Secretary as per Section 203 of the Companies Act, 2013 during the year under review.

Reply 8:

Company is in process to appoint the suitable candidate for the post of Company Secretary of the Company. However, the Company has appointed Company Secretary and Compliance officer of the company after end of the financial year 2023-24 but before date of Board report.

Query 9: The Statement of Investor Complaints for the quarter ended on March, 2023, June, 2023, and September, 2023 has not been submitted within 21 days from the end of the quarter.

Reply 9:

The company has submitted the Statement of Investor Complaints for the quarter ended on March, 2023, June, 2023, September, 2023 after expiry of 21 days from the end of the quarter.

Query 10: The Shareholding Pattern for the half year ended on March, 2023, June, 2023 and September, 2023 has not been submitted within 21 days from the end of the half year.

Reply 10:

The company has submitted Shareholding Pattern for the half year ended on September, 2023 and March, 2023 after expiry of 21 days from the end of the half year.

Query 11: The Company has not submitted Form AOC-4 under Section 136 and MGT-7 under Section 92 of the Companies Act, 2013 for the financial year 2021-22, 2022-23.

Reply 11:

The Company is in process to file Form AOC-4 and Form MGT-7 for the F.Y. 2021-22 and 2022-23 However, the company is not able to file the same as MCA is showing status as under CIRP. However, as of now, the company is active and therefore, the company is in process of filing of Pending Form

Query 12: The Company has not maintained SDD Software for recording Price Sensitive Information as on 31^st March, 2024. However After end of the financial year 2023-24 but before the date of Board Report, the company has installed SDD Software and recorded price sensitive information in delay manner.

Reply 12:

The Company has installed SDD software and the Company has recorded price sensitive information and the company has filed SDD certificate as on date.

Query 13: The Company has not filed intimation for calling board meeting in which financial results are to be considered.

Reply 13:

The Company is not able to intimate to stock exchange back dated However, as of now, the company has committed to comply the same in future.

Query 14.: The Company has intimated resignation by Ms. Riddhi Rajendra Kumar, the Independent Director of the company to the stock exchange in delayed manner i.e. not done within 24 hours of occurrence of event.

Reply 14:

As per Regulation 30, in case of resignation of Independent Director, The company is required to intimation to Stock Exchange along with reason of resignation and other required details as specified within 7 days and therefore, the company has submitted accordingly.

Query 15.: The Board composition of the company is improper as no women director appointed on the board of the company.

Reply 15:

During the Financial year, the company has one woman Director i.e. Ms. Riddhi Kumar However, she has resigned from office of directorship w.e.f. 12^th October, 2023 and The company was in process of appointment of Suitable candidate of Woman Director and finally, the company has got one of the independent director i.e. Ms. Dhwani Jaspalsinh Solanki who was appointed on 08^th May, 2024 However, unfortunately, she has resigned from the office of directorship w.e.f. 01^st August, 2024. Currently, the company is in process of finding of suitable candidate of woman director.

25. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy in compliance with Listing Regulations and Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis. As on date, none of the stakeholders have raised any Whistle Blower concern.

26. REPORT OF COST AUDITOR

Provisions of Section 148 of Companies Act, 2013 are not applicable to the Company and hence no disclosures are required in that regard.

27. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 30^th May, 2023, 4^th July, 2023, 31^st October, 2023 & 16^th January, 2024 and the attendance records of the members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Ms. Riddhi Kumar till 12th October, 2023	Chairperson	2	2
2. Mr. Rajiv Agrawal	Member	4	4
3. Mr. Omkar Patel	Member	4	4

(The details of Committee members are as on the date of Directors? Report)

Ms. Riddhi Kumar has ceased to be Chairperson of the Auditor Committee w.e.f. 12^th October, 2023. During the year all the recommendations made by the Audit Committee were accepted by the Board. B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, was held on 04^th July, 2023 and 12^th October, 2023 and the attendance records of the members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Ms. Riddhi Kumar	Chairperson	1	1
2. Mr. Omkar Patel	Member	2	2
3. Mr. Praveen Singh	Member	2	2

(The details of Committee members are as on the date of Directors? Report)

Ms. Riddhi Kumar has ceased to be Chairperson of the Nomination and Remuneration Committee w.e.f. 12^th October, 2023.

C. Composition of Stakeholder Relation Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 12^th April, 2023, 04^th July, 2023, 12^th October, 2023 & 16^th January, 2024 and the attendance records of the members of the Committee are as follows:

Name	Designation	No. of the Committee Meeting entitled	No. of Committee Meeting attended
1. Mr. Omkar Patel	Chairperson	4	4
2. Ms. Riddhi Kumar till 12th October, 2023	Member	2	2
3. Mr. Rajiv Agrawal	Member	4	4

(The details of Committee members are as on the date of Directors? Report)

Ms. Riddhi Kumar has ceased to be Member of the Stakeholder Relation Committee w.e.f. 12^th October, 2023.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

29. 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.

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 is not applicable to the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company?s current working and future outlook as per Annexure-3.

31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under the review, the company has paid Amount of Rs. 27.78 Crore (Against last verbal offer of Rs. 24.55 Cr.) Against Memoranda dues of Rs. 41,27,16,166/- as on 31^st December, 2022 as per competent authority and Competent Authority has approved waiver of future interest w.e.f. 01^st January, 2023 in full and final settlement of account.

33. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.