mangalam drugs and organics ltd share price Directors report


To,

The Members of

Mangalam Drugs & Organics Limited (Company)

Your Directors (hereinafter referred to as the Board) have pleasure in presenting the 50th (Fiftieth) Annual Report of the Company including Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIALS:

A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE:

The Financial Performance of the Company for the year ended March 31, 2023 is summarized below:

(Figures – in Lakhs)

Year Ended

Particulars

March 31, 2023

March 31, 2022

Operational & Other Income 37,225.29 45,115.78
Total Expenses including Interest Expense and Depreciation and Amortization Expense (37,047.47) (42,342.48)
Profit before exceptional items and tax 221.38 2,773.29
Prior period items NIL NIL
Exceptional Items NIL NIL
Provision for diminution in the value of investments NIL NIL
Profit before tax 221.38 2,773.29
Tax Expense 94.38 807.55
Profit after tax 127.00 1,965.75
Total comprehensive income 139.48 1977.54
Earnings Per Share (In ) (Basic Diluted) 0.80 12.42

B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

During the Financial Year under report, the Company registered a total revenue from operations of 37,225.29 Lakhs as against

45,115.78 Lakhs in the previous year & registered an economic decline of 17.49 % over the previous year. The operational performance has resulted into decreased profitability of 127 Lakhs as compared to previous year of 1965.75 Lakhs.

Further, there has been no change in nature of business during the year under review.

C. FUTURE OUTLOOK:

The Company has concluded a technology transfer agreement with a leading pharmaceutical company based in Africa. The technology transfer agreement includes setting up of an API manufacturing facility for various Anti-Malarial APIs. In the antimalarial generic API space, on one hand, we have acquired a unique position of being the largest manufacturer & exporter of Sulphadoxine, an API which was globally introduced three decades back. On the other hand, we, being the only DMF holder for Pyronaridine after innovator, we are now in collaboration with USA based Medicines for All to address solving pivotal issues in a frontline combinatio- antimalarial formulation. The sulphadoxine culminated from backward integration efforts, whereas Pyronaridine resulted from sustainedefficiencyimprovement, helping us occupy this unique position.

Besides these two major achievements , our R and D has identified the following products to diversify the existing pipeline : Etodolac ( antiinflammatory), Risedronate sodium (Oseteoporosis) .

Firming up the profitability of existing product portfolio and expanding the scope of regulatorily robust post-patent APIs are going to occupy us in the next financial year.

D. SHARE CAPITAL:

Authorized Share Capital:

During the year there has been no change in Authorized Share Capital of the Company. The Companys Authorized Share Capital is 30,00,00,000/-(Rupees Thirty Crores only) comprising of 3,00,00,000 (Three Crore) Equity Shares of 10/- each.

Issued, Subscribed and Paid-Up Share Capital of the Company:

The Companys paid-up capital is 15,82,82,480/- (Fifteen Crore Eighty-Two Lakhs Eighty-Two Thousand Four Hundred and Eighty) comprising of 1,58,28,248 (One Crore Fifty-Eight Lakhs Twenty-Eight Thousand Two Hundred and Forty-Eight Only) Equity Shares of

10/- each fully paid up. The Companys Equity shares are listed on the National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE).

There has been no change in paid up share capital of the Company during the Financial Year under review as the Company has not:

Issued Shares on Rights basis as per provisions of Section 62 of Companies Act, 2013 (The Act);

Issued Shares on Private Placement basis as per provisions of Section 42 of the Act;

Issued Bonus Shares as per provisions of Section 63 of the Act;

Issued any sweat equity shares as per provisions of Section 54 (1) (d) of the Act;

Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62 (1) (b) of the Act; and

Bought back any shares as per provisions of Section 68 of the Act.

E. DIVIDEND:

With a view to conserve resources, your directors have not recommended any dividend on Equity Shares for the Financial Year 2022-23.

F. TRANSFER TO RESERVES:

The Company has transferred 127.00 Lakhs in the Financial Year ended March 31, 2023 to Reserves.

G. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have unclaimed dividend which remains to be transferred to Unpaid Dividend Account.

H. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

I. DEPOSITS:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

J. LOAN FROM DIRECTORS:

During the year under review, the Company has not taken any loan from its directors and their relatives.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE COMPANIES:

The Company has no subsidiary, Associate or Joint Venture as on March 31, 2023.

3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

The Company is neither subsidiary nor a holding of any Company and hence the said clause in not applicable.

4. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is neither subsidiary nor a holding of any Company and hence the said clause in not applicable. Further, Your Company does not have investment in any Associate / Joint Venture Company as on March 31, 2023.

5. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER GROUP:

During the Financial Year under review, the Company has not made any transaction with person of Promoter & Promoter Group that hold 10% or more shareholding of the Company. However, the Company has received rent from SHRI JB PHARMA PRIVATE LIMITED (Formerly known as SHRI JB PHARMA LLP).

6. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OF THE COMPANY:

The Company has no Subsidiary and Associate as on March 31, 2023.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement containing the necessary information for conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134 (3) (m) of the Act read with rule 8 of Companies (Accounts) Rules, 2014 is annexed to the Annual Report as

Annexure – A.

8. RELATED PARTY TRANSACTIONS:

A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Companys interest.

All Related Party Transactions up to March 31, 2023 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2022-23. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis. The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out at in Notes to Accounts in the Annual Report. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website at: https://www.mangalamdrugs.com/disclosure/

B. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER GROUP:

During the year under review, the Company has not made any transaction with person to Promoter & Promoter Group that hold 10% or more shareholding of the Company except the Company has received rent from Shri JB Pharma Private Limited (Formerly known as Shri JB Pharma LLP).

C. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OF THE COMPANY:

The Company is neither subsidiary nor a holding of any Company and hence the said clause in not applicable.

9. MATTERS RELATED TO INDEPENDENT DIRECTORS: A. DECLARATIONS BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided in sub-section (6). There has been no change in the circumstances, which has affected their status as independent director. Further, they also declared that they have complied with Rule 6 (1) of the Companies (Appointment and

Qualifications of Directors) Rules, 2014 with respect to the inclusion of name in the data bank created by the Indian Institute of Corporate

Affairs.

B. EVALUATION BY INDEPENDENT DIRECTOR:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In a separate meeting of Independent Directors held on May 26 2022, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

C. OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

In the opinion of the Board of Directors, all the independent directors on the Board of the Company are independent of the management and complies with criteria of Independent Director as submitted by them under Companies Act, 2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. They possess integrity, expertise and also have vast experience which is necessary or suitable to be the Director of the Company. Further, they have no pecuniary relationship other than sitting fee for attending meetings.

10. MATTERS RELATING TO BOARD OF DIRECTORS:

A. MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2022-23:

During the year under review, the Board met 8 (Eight) Board Meetings held on May 26, 2022, August 5, 2022, August 26, 2022, August 29, 2022, September 22, 2022, November 11, 2022, February 13, 2023 and March 28, 2023 in accordance with the provisions of the Companies Act, 2013 to discuss and decide on various business strategies, policies and other issues. The intervening gap between any two Meetings was not more than the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has complied with the applicable Secretarial Standards in respect of all the above-Board Meetings.

The detailed composition of Board of Directors and requisite details are given in the Corporate Governance Report.

B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects of the Boards functioning its performance and as well as that of its committee i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and individual directors. The criteria for performance evaluation of the Board include aspects like composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, experience, competencies etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate out to evaluate the performance of Individual Directors who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest The Board of Directors expressed their satisfaction with the evaluation process.

11. APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR 2022-23:

The Board of Directors of the Company is led by the Executive Chairman and comprises of Five other Directors as on March 31, 2023, including three Independent Directors which includes one Woman Director as required under Section 149 (1) of the Companies Act, 2013. The composition of the Board is in conformity with the provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) 2015.

Appointment and Resignation:

There being no any appointment or resignation of Directors is made during the year.

Reappointment: a. The Board of Directors in its meeting had reappointed Mr. Shri Rukmesh P. Dhandhania as an Additional Independent Director of the Company for another term of 5 years which was approved by members of the Company by passing Special Resolution in 49th Annual General Meeting of the Company held on 28th September, 2022. b. The Board of Directors in its meeting held on 28th March, 2023 had reappointed Mrs. Nidhi S. Mundada as an Independent Director of the Company for another term of 5 years which was approved by members of the Company by passing Special Resolution through Postal Ballot on 30th April, 2023.

Change in Designation:

The Board of Directors in its meeting held on 10th March, 2022 had appointed Shri Rakesh K. Milwani as Additional Non -Executive Non-Independent Director under Section 161 of Companies Act, 2013 who was regularized as Non -Executive Non-Independent Director of the Company vide resolution passed through Postal Ballot on 14th April, 2022.

Retire by Rotation:

Shri Govardhan M. Dhoot (DIN: 01240086) is retiring by rotation in this 50th Annual General Meeting and is offering himself for reappointment.

12. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING THE YEAR 2022-23:

During the Financial Year under review, there was no any appointment, re-appointment and resignation of key managerial personnel.

13. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

As on the date of approval of Directors Report, following are the Committees of Board of Directors of the Company constituted under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Companies Act 2013 and applicable regulations of Securities and Exchange Board of India (SEBI Regulations). Composition of the following Committees are also hosted on the website of the Company at https://www.mangalamdrugs.com/disclosure/ A. AUDIT COMMITTEE (AC) B. NOMINATION AND REMUNERATION COMMITTEE(NRC) C. STAKEHOLDERS RELATIONSHIP COMMITTEE(SRC) D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSRC) E. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The constitutions, composition, terms of reference, details of meetings and attendance of members of afore-mentioned Committees have been mentioned in the Corporate Governance Report. Further, the Board of Directors has also formed an Executive Committee (EC), which is a non-mandatory committee and delegated power to EC members to consider and approve day to day business matters. The decisions taken by the EC members are considered on record by the Board in their meetings

F. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy is also available on the Companys website at https://www.mangalamdrugs.com/disclosure/

G. RISK MANAGEMENT POLICY:

The Company is not required to constitute Risk Management Committee pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Board of Director in pursuance to Regulation 17 (9) (b) has laid down risk management plan to deal with the risks that might become threat to the existence of the Company and subsequently affect the going concern status of the Company. Risks are classified in different categories such as Financial, Operational, Legal and Strategic risks. These risks are reviewed from time to time and controls are put in place with specific responsibility of the concerned officers of the

Company.

Further, a separate section on probable risks and its management is provided in Management Discussion and Analysis (MD&A) Report. The Company has in place a Policy on Risk Management for systematic approach to control risks.

14. AUDITORS & REPORTS:

A. STATUROTY AUDITORS OF THE COMPANY:

Appointment: At the 48th Annual General Meeting of the Company, M/s. S. Somani & Co., Chartered Accountants (FRN: 117589W) was appointed Statutory Auditors of the Company for a period of 5 years from the conclusion of 48th AGM until the conclusion of the 53rd Annual General Meeting to be held in the year 2026.

Explanations or Comments on the Qualification, Reservation or Adverse Remark or Disclaimer made by the Auditor in his report:

The auditor has not expressed any qualification or adverse remark in his report.

B. SECRETARIAL AUDITORS OF THE COMPANY:

As per Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force the Company had appointed M/s Vishakha Agarwal & Associates - Practicing Company Secretaries to conduct secretarial audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is attached herewith asAnnexure – B to this report: Management reply on observations marked out by Secretarial Auditor is given below:

Observations/ Remarks of the Secretarial Auditor Management Reply

E-Form CHG 1 was filed after due date

The suitable steps were taken by the Company after identifica- tion. The said E-Forms were filed by Company with Additional Fees and as on date both forms have been filed with the Regis- trar of Companies.

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 inter-alia requires every listed company to annex with its Boards report, a Secretarial Annual Compliance Report given by a Company Secretary in practice, in the prescribed form. Annual Secretarial Compliance Report for the Financial Year 2022-23 is annexed hereto and marked as Annexure – C.

C. COST AUDITORS OF THE COMPANY:

As per Section 148 of the Act read with rules framed thereunder, Rampurawala Mohammed A & Co., Cost Accountants, (Membership No. 32100) was appointed as Cost Auditors for the Financial Year 2022-23 to conduct cost audit of the accounts maintained by the Company in respect of the Bulk Drugs as prescribed under the applicable Cost Audit Rules.

Further, Rampurawala Mohammed A & Co., Cost Accountants have certified that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from being re-appointed within the meaning of the said Act. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee.

D. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors of the Company.

E. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. Your Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises of experienced professionals who conduct regular audits across the Companys operations. The Company has also appointed a firmof Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report. No significant events had come to notice during the year under review that have materially affected likely to materially affect IFC. Considering the business operations of the Company, the Management believes that the IFC and other financial reporting were effective and adequate during the year under review.

Further, the adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditors Report) Order, 2020.

The Company had appointed M/s. Bipin Zavar & Associates, Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2022-23.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the draft Annual Return for the Financial Year ended March 31, 2023 made under the provisions of Section 92 (3) of the Act is made available on the website of the Company and can be accessed at: https://www.mangalamdrugs.com/wp-content/uploads/2023/08/form-mgt-7.pdf

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure – D and forms part of this

Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197 (12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure – E.

18. ANNUAL REPORT ON CSR ACTIVITIES / INITIATIVES FOR FINANCIAL YEAR 2022-23:

The Annual Report on Corporate Social Responsibility Activities for the FY 2022-23 as required to be made in the Boards Report as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure – F.

19. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure – G and forms part of this Report.

20. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:

Securities Exchange and Board of India (SEBI) vide its Order dated September 22, 2020 under Section 11(1), 11(4), 1(4A), 11B read with Section 15HA and 15HB of the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and Rule 4 of SEBI (Procedure for holding inquiry and imposing penalties) Rules, 1995 with reference to the violation of Regulations 77(2) and 77(3) of SEBI ICDR Regulations 2009 r/w Regulation 169(2) of SEBI ICDR Regulations, 2018 and Section 12A(a), (b), (c) of SEBI Act, 1992 read with Regulations 3 (a), (b), (c), (d) & 4

(1) of SEBI (PFUTP) Regulations, 2003

In terms of SEBI Order, the Company and the certain entities / individual part of the promoter and promoter group have been restrained from accessing the securities market through issue of securities or subscription to securities, directly or indirectly, for a period 6 months and certain monetary penalties have been imposed on each of them.

The Company and certain entities / individuals part of the promoter and promoter group has filed an Appeal before the Honble Securities

Appellate Tribunal on November 6, 2020 against the order passed by Securities and Exchange Board of India (SEBI) through its whole-time member, Mr. Ananta Barua, dated September 22, 2020 (SEBI Order) and prayed for suitable reliefs and /or stay orders and Honble SAT granted the interim reliefs vide its Order dated December 10, 2020 (SAT Interim Order) by directing that the effect and operation of the order passed by the SEBI shall remain stayed provided the Company and entities / individual part of the promoter and promoter group (Appellants) deposit a sum of 25 Lakhs before the SEBI within 4 (four) weeks from the date of SAT Interim Order. The amount so deposited shall be subject to the result of the appeal. The application for stay filed by appellants was accordingly disposed of. Appellants had deposited 25 Lakhs with SEBI on December 31, 2020 as per Honble SAT Interim Order. Further the Honorable SAT on 27th June 2022 pronounced the order in the favor of your Company which says that the impugned order passed by the SEBI against the Company cannot be sustained and hence quashed.

21. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The said clause is not applicable.

22. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Save and except as discussed in the Annual Report, no material changes have occurred and no commitments were given by the Company which affects the financial position between the end of financial year to which the financial statements relate and the date of this report

24. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Companys business operations. We are subject to laws and regulations in diverse areas as trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

25. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

26. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 in relation to the audited financial statements of the company for the year ended March 31, 2023 the Board of Directors hereby confirms that

A. In the preparation of the Financial Statements, for the year ended March 31, 2023, the applicable Accounting Standards have been followed and that there are no material departures;

B. Appropriate accounting policies have been selected 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 as at March 31, 2023 and of the profit of the Company for the year ended March 31, 2023; C. Proper and sufficient care has been taken for 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;

D. The Financial Statements have been prepared on a "Going Concern" basis.

E. Proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

F. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

27. OTHER DISCLOSURES

A. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. B. ADOPTION OF ARTICLES OF ASSOCIATION (AOA) OF THE COMPANY AS PER COMPANIES ACT, 2013: The Company in its 49th AGM had substituted new Articles of Association of the Company with Old Articles of Association of the Company which was framed under relevant provision of Companies Act, 1956.

C. BUSINESS RESPONSIBILITY REPORT:

In accordance with Regulation 34 of the Listing Regulations, Business Responsibility Report is not applicable to the Company.

28. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

29. APPRECIATION / ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the steadfast commitment and highly motivated performance by the employees at all levels which was instrumental in sustained performance of the Company. The Directors are also grateful and pleased to place on record their appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors are also grateful to the customers, suppliers and business associates of your Company for their continued cooperation and support.

For and On Behalf of the Board of Directors

Sd/-
Mr. Govardhan M. Dhoot
Place : Mumbai Chairman & Managing Director
Date : August 10, 2023 DIN: 01240086