Mipco Seamless Rings Gujarat Ltd Directors Report

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the financial year under review, the Company continued to make steady progress and demonstrated a significant improvement in its financial performance. The Company recorded revenue from operations of Rs. 431.12 Lakhs, as compared to Nil revenue in the previous financial year, reflecting a substantial growth in its operating revenues. The Company also recorded a Profit After Tax of Rs. 8.76 Lakhs, as compared to a loss of Rs. 10.46 Lakhs in the previous financial year.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year under review, pursuant to the alteration of the Object Clause of the Memorandum of Association approved by the Members at the Annual General Meeting held on 27th September 2025, the Company commenced business in trading and dealing of iron, steel and other metals. Except for the aforesaid change, there was no other change in the nature of business of the Company during the year under review.

4. DIVIDEND:

In view of the Companys financial position and with a view to conserving resources for the Companys future growth and business requirements, the Board of Directors has decided not to recommend any dividend for the financial year ended 31st March, 2026. Accordingly, no dividend has been recommended for the financial year under review.

5. TRANSFER TO RESERVES:

During the financial year under review, the Company has not transferred any amount to Reserve & Surplus Account pursuant to the provisions of Section 123 of the Companies Act, 2013 for payment of dividend. However, during the financial year under review, a profit of Rs. 8.76 Lakhs was transferred to Statement of Profit & Loss Account under Reserve & Surplus.

6. TRANSFER OF UNCLAIMED/UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, there were no unclaimed or unpaid dividends, shares or other amounts that were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125(2) of the Companies Act, 2013. Accordingly, no amount or shares were transferred to the IEPF during the year.

7. MATERIAL CHANGES AND COMMITMENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year (31st March 2026) to which the financial statements relate and on the date of this report.

8. NAMES OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company had no subsidiaries, joint ventures or associate companies during the financial year under review.

9. CHANGE IN SHARE CAPITAL OF THE COMPANY, IF ANY:

i. Authorized Share Capital:

The Authorized Share Capital of the Company as on 31st March 2026 was Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) comprising of:

a. Rs. 23,00,00,000/- (Rupees Twenty-Three Crores Only) Equity Capital divided into 2,30,00,000 Equity Shares of Rs. 10/- each; and

b. Rs. 2,00,00,000/- (Rupees Two Crores Only) Preference Share Capital divided into 2,00,000 Preference Shares of Rs. 100/- each.

ii. Issued Share Capital:

a. The issued equity share capital of the Company is Rs. 3,58,50,000/- (Rupees Three Crore Fifty-Eight Lakh Fifty Thousand Only) divided into 35,85,000 equity shares of Rs. 10/- each.

b. The issued preference share capital of the Company is Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 2,00,000 preference shares of Rs. 100/- each.

iii. Paid-up Share Capital:

a. The paid-up equity share capital of the Company is Rs. 3,58,48,000/- (Rupees Three Crore Fifty-Eight Lakh Forty-Eight Thousand Only) divided into 35,84,800 Equity shares of Rs. 10/- each.

b. The paid-up preference share capital of the Company is Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 2,00,000 Preference shares of Rs. 100/- each.

The difference in Issued capital & Listed capital is due to the forfeiture of 200 Equity Shares.

During the financial year under review, your Company has increased its Authorized Capital from Rs. 7,00,00,000 (Rupees Seven Crores Only) comprising of Rs. 5,00,00,000/- (Rupees Five Crores Only) Equity Capital and Rs. 2,00,00,000/- (Rupees Two Crores only) Preference Capital TO Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) comprising of Rs. 23,00,00,000/- (Rupees Twenty-Three Crores only) Equity Capital and Rs. 2,00,00,000/- (Rupees Two Crores only) Preference Capital.

There has been no change in the Issued and Paid-up share capital of the Company after the closure of the financial year and on the date of this report.

- Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

- Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

- Bonus Shares: The Company has not issued bonus shares during the year under review.

- Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

- Change in the capital structure resulting from restructuring: There was no restructuring exercise undertaken during the year.

- Change in voting rights: There were no such changes.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: -

COMPOSITION OF BOARD:

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of skills, expertise and governance.

The current composition of the Directors and Key Managerial Personnel of the Company is as follows:

*Mr. Vikky Jain was appointed as an Additional Director (Whole-Time Director) on 25th April, 2025 and his appointment was regularised in the 45th Annual General Meeting of the Company held on 27th September 2025 as Whole-Time Director for the period of 5 years.

**Mrs. Nikitha Sarda was appointed as an Additional Director (Independent Director) on 24th December 2024 and her appointment was regularised in the 45th Annual General Meeting of the Company held on 27th September 2025 as Non-Executive & Independent Director for a period of 5 years.

***Mr. Somnath Dasgupta was appointed as an Additional Director (Independent Director) on 13th August 2025 and his appointment was regularised in the 45th Annual General Meeting of the Company held on 27th September 2025 as Non-Executive & Independent Director for a period of 5 years.

****Mr. Shir Sagar Pandey was appointed as an Additional Director (Non-Executive) on 9th July 2026 and his appointment is proposed to be regularised in the ensuing 46th Annual General Meeting of the Company to be held on 29th September 2026 as Non-Executive & Non-Independent Director of the Company.

*****Mr. Amarjit Rajbhar was appointed as the Chief Financial Officer of the Company by the Board of Directors in their meeting held on 29th May 2025.

DIRECTOR RETIRING BY ROTATION:

During the financial year under review, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Venkata Rao Sadhanala (DIN: 02906370) Director of the Company retired by rotation and was re-appointed by the members of the Company in the 45th Annual General Meeting held on 27th September 2025.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Vikky Jain (DIN: 11022293), Whole-Time Director of the Company, being longest in the office amongst the Directors liable to retire by rotation is proposed to retire at the ensuing 46th Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. Appropriate resolution for his re-appointment is proposed in the Item No. 2 of the Notice of the 46th AGM for approval of members in this regard.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Company has held 7 (seven) Board meetings during the said financial year under review and the attendance details of the directors at the said Board Meetings are:

12. COMMITTEES OF THE BOARD:

Your Company has duly constituted all the Committees mandated under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on date, the Board has the following three (3) Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee &

3. Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance with the Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

During the financial year under review, the Audit Committee convened 6 meetings in the Financial Year 2025-26. The Composition of the Audit Committee is as follows

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

During the year under review, Nomination & Remuneration Committee convened 4 meetings in the Financial Year 2025-26. The Composition of the Nomination & Remuneration Committee is as follows:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013.

During the year under review, the Company has convened 1 meeting of the Stakeholders Relationship Committee in the Financial Year 2025-26. The Composition of the Stakeholders Relationship Committee is as follows:

13. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the provisions of the Secretarial Standards applicable to the Company, i.e., Secretarial Standard-1 (SS-1) for Board Meetings and Secretarial Standards-2 (SS-2) for General Meetings issued by the Institute of Company Secretaries of India (ICSI) were adhered to while conducting the respective Meetings.

14. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Section 149 (7) of the Companies Act, 2013 (‘Act) and Regulation 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations), all the Independent Directors of the Company have submitted their declaration of independence stating that they meet the criteria of independence as provided in the Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

15. DEPOSITS:

The Company has neither raised nor renewed any Deposits as on 31st March 2026 or received any other monies construed to attract the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time. The disclosure as per Rule 8(5)(v) of Companies (Accounts) Rules, 2014:

16. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) and the proviso to Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in draft e-Form MGT-7 will be placed on the Companys website at http://mipcoseamless.com/

17. UNSECURED LOANS FROM DIRECTORS:

During the financial year under review, the Company has not availed any unsecured loan from Directors.

18. LOANS, GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has not given any loans, guarantee or provided security or made any investments pursuant to the provisions of Section 186 of Companies Act, 2013.

19. RELATED PARTY TRANSACTIONS:

During the financial year under review, the Company did not enter into any transactions with related parties.

20. RISK MANAGEMENT:

The Company has established a comprehensive and proactive risk management framework aimed at identifying, evaluating, and mitigating potential risks that may impact its operations, financial performance, strategic goals, and reputation.

A detailed Risk Management Policy, approved by the Board of Directors, outlines the Companys structured approach towards risk identification, assessment, monitoring, and mitigation. This policy forms the foundation for a consistent and integrated risk management culture across the organization.

The management team is entrusted with the day-to-day implementation of this framework and conducts regular risk assessments to evaluate both internal and external risk factors. Based on these assessments, appropriate mitigation strategies are developed and implemented, ensuring that risks are addressed proactively and effectively.

By embedding risk management into its core decision-making and operational processes, the Company strives to safeguard stakeholder interests, enhance resilience, and support sustainable growth.

The Risk Management Policy of the Company is placed on our website and the same can be accessed through the web link address: http://mipcoseamless.com/

21. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

The Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy on Corporate Social Responsibility as it does not fall within purview of Section 135(1) of the Companies Act, 2013 i.e. the Company does not have the net worth of Rs. 500 Crore or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during the immediately preceding financial year.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism (Whistle Blower Policy) for its directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism in good faith and provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

The policy is placed on our website and the same can be accessed through the web link address: http://mipcoseamless.com

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the required disclosures relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy: Nil

ii. The steps taken by the Company for utilizing alternate sources of energy: Nil

iii. The capital investment on energy conservation equipment: Nil

B. Technology absorption:

i. Efforts made in technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

iv. The expenditure incurred on Research and Development: NIL

C. Foreign exchange earnings and outgo: NIL

24. INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -I to this Report.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs. 1,02,00,000/ per annum, or employees who are employed for part of the year and in receipt of Rs. 8,50,000/- or more per month.

25. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The Independent Directors also met with senior management team of the Company. The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company and can be accessed at Web Link: http://mipcoseamless.com

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Board comprises of three Independent Directors. In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 10th March 2026 to discuss relevant items including the agenda items as prescribed under the applicable laws. The meetings were attended by all the Independent Directors of the Company.

27. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

During the financial year under review, the Company has appointed the following Independent Directors:

1. Mrs. Nikitha Sarda (DIN: 08633556) - She was appointed as an Additional Director (Independent Director) on 24th December 2024 and her appointment was regularised in the 45th Annual General Meeting of the Company held on 27th September 2025 as Non-Executive & Independent Director for a period of 5 years.

2. Mr. Somnath Dasgupta (DIN: 11234526) – He was appointed as an Additional Director (Independent Director) and his appointment was regularised in the 45th Annual General Meeting of the Company held on 13th August 2025 as Non-Executive & Independent Director for a period of 5 years.

At Present, the Company has three (3) Independent Directors and in the opinion of the Board of Directors, the existing Independent Directors of the Company possess the requisite integrity, expertise, and experience, including proficiency, as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

28. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI LODR Regulations. A structured questionnaire was prepared covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

The Directors evaluation was broadly based on the parameters such as understanding of the Companys vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

A meeting of the Independent Directors was also held which reviewed performance of Non-Independent Directors, performance of the board as a whole after taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and Individual Directors were also discussed. Performance evaluation of Independent Directors was carried out on parameters such as Director upholding ethical standards of integrity, the ability of the Director to exercise objectivity and independent judgment in the best interest of the Company and the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in the previous year.

29. COMPOSITION OF WORKFORCE:

The Company is committed to fostering an inclusive, diverse and equitable workplace and continues to promote equal opportunities for all employees. As at the end of the financial year, the Company had a total workforce of 3 employees. The composition of the workforce is as follows:

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the year under review, there are no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

31. AUDITORS:

During the year under the review the Company had and/ or appointed following auditors based on the applicability under the provisions of Companies Act, 2013 and SEBI Regulations:

i. STATUTORY AUDITOR:

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory Auditors of the Company at the 43rd AGM for a term of five consecutive years to hold office until the conclusion of 48th Annual General Meeting. However, M/s. PPKG & Co., Chartered Accountants (Firm Registration No. 009655S) had tendered their resignation due to their pre-occupations, effective from 04th September 2025.

Accordingly, the members at the 45th Annual General Meeting of the Company appointed M/s. Bijan Ghosh & Associates, Chartered Accountants (FRN: 323214E), as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 45th Annual General Meeting till the conclusion of 50th Annual General Meeting.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the statutory auditors:

The Auditors Report on the financial statements of the Company for the financial year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The notes on the financial statements referred to therein, are self-explanatory, and do not require any further comments from the Board.

ii. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at the recommendation of the Audit Committee in its meeting held on 14th August 2026, appointed M/s. Prity Bishwakarma & Co., Practicing Company Secretaries as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended 31st March, 2026. The Secretarial Audit Report, in form MR-3, for the financial year 2025-26 forms part of this Report as Annexure –II. The explanations or comments of the Board on the qualification, observation or other remarks in Secretarial Audit Report are as under:

(a) During the Audit Period, certain statutory forms required to be filed with the Registrar of Companies were filed beyond the prescribed timelines. The Company has subsequently filed the said forms along with the applicable additional filing fees.

The delay in filing of forms occurred on account of a technical glitch encountered on the MCA portal. The Company has since filed all the said forms along with the applicable additional filing fees as prescribed under the Companies Act, 2013. The Company reaffirms its commitment to statutory compliance and shall continue to ensure timely filings going forward.

(b) During the Audit Period, based on the records and information made available to us, we observed that certain entries relating to Unpublished Price Sensitive Information ("UPSI") were recorded in the Structured Digital Database ("SDD") with delay.

The delay was attributable to a technical glitch in the SDD software, on account of which certain entries could not be updated within the prescribed timeline. The Company has since regularised the said entries. The Company is strengthening its internal mechanism to ensure that all entries relating to sharing of UPSI are recorded in the SDD on a timely basis, in compliance with Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

iii. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Act read with the applicable rules made thereunder, the provisions relating to maintenance of cost records and audit of such cost records are not applicable to the Company. Accordingly, the Company is not required to appoint a Cost Auditor for the Financial Year 2025-26.

iv. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s. Aravind Kumar K & Co., Chartered Accountants as the Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2025-26.

Subsequently, the Board on the recommendation of the Audit Committee of the Company in its meeting held on 14th August 2026, appointed M/s. S.L. Prasad & Co., Chartered Accountants (FRN: 332736E) as the Internal Auditor to conduct the Internal Audit for the Financial year 2026-27 as required under section 138 of the Companies Act, 2013 and the rules made thereunder.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITOR OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors of the Company have not reported any instances of frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

33. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company implemented an internal financial control system that aligns with its operational needs to ensure the accuracy and integrity of financial reporting, safeguarding of assets, operational efficiency, and compliance with statutory and regulatory requirements. These controls are embedded across the Companys processes and are continuously reviewed for effectiveness.

The internal control framework is governed by formal policies, standard operating procedures, and automated controls supported by oversight at various managerial and board levels. The Companys internal financial controls are designed to:

- Safeguard the Companys assets and prevent losses;

- Ensure the reliability and completeness of accounting records;

- Detect and prevent frauds and financial irregularities;

- Enhance operational efficiency and effectiveness;

- Ensure compliance with applicable laws, rules, and regulations.

As part of the governance structure, the Audit Committee of the Board plays a critical role in evaluating the adequacy and effectiveness of the internal financial control system. The Committee conducts periodic reviews and recommends improvements wherever necessary, in line with its responsibilities under Section 177 of the Companies Act, 2013.

The internal audit function also supports the framework by conducting risk-based audits and reporting directly to the Audit Committee to ensure transparency and accountability.

Based on the review carried out by management, internal auditors, and the Audit Committee, the Board of Directors affirms that the internal financial controls of the Company were found to be adequate and operating effectively during the financial year under review.

The Company remains committed to upholding robust systems and procedures appropriate to its size and business nature, ensuring that assets are protected against loss and that financial and operational information is accurate and complete.

34. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors State that-

a) in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures 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 as at 31st March, 2026, and of the profit of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the directors have 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 were operating effectively.

f) 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.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, as required under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as Annexure-III and forms parts of this report.

36. CORPORATE GOVERNANCE REPORT:

As per the provisions of the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to Listed entity having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous Financial Year.

Accordingly, compliances with respect to Corporate Governance disclosures are not applicable to your Company.

Your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.

37. STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT, 1961:

The Company has complied with all the provisions of Maternity Benefit Act, 1961, including provisions relating to leave, maternity benefits and workplace support.

38. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY:

The Company is committed to provide a safe and conducive work environment to its employees and has also constituted the Internal Complaints Committee (ICC) under the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, it is mandatory for every organization to include in their Annual Report the number of cases filed and their disposal under the Act.

Also, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no Corporate Insolvency Resolution Process initiated against our company under the Insolvency and Bankruptcy Code, 2016 (IBC).

40. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION EXECUTED 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:

During the year under review, the Company had not entered into any settlement with Banks and Financial Institutions and hence the said clause is not applicable.

41. MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records as specified by the Central Government under the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company during the financial year under review.

42. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, Banks, government and regulatory authorities, customers, vendors and members during the year under review.