modern insulators ltd share price Directors report

OPERATIONS

DIVIDEND AND RESERVES

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review There is no dividend which remains outstanding or to be paid & required to be transferred to the IEPF by the Company during the year ended 31st March 2023. During the year under review, no amount from the profit is transferred to General Reserve.

ALLOTMENT OF SHARES BY MODERN POLYTEX LIMITED (MPL) PURSUANT TO DEMERGER OF YARN DIVISION OF THE COMPANY

A joint application was filed by your Company and MPL for seeking clarification for the issue of shares of MPL to the shareholders of MIL pursuant to the order of NCLT, New Delhi dated 12.12.2017. NCLT vide its order dated 18.01.2023 has given clarification on the same. Accordingly, both Companies are taking effective steps to complete the formalities relating to the allotment of shares of MPL pursuant to the demerger of the Yarn Division of the Company and thereafter listing of the same.

SCHEME OF ARRANGEMENT FOR THE MERGER OF MODERN DENIM LIMITED INTO THE COMPANY

The Board of Directors of your Company had approved the merger/ amalgamation of Modern Denim Limited with the Company under the ambit of Board for Industrial & Financial Reconstruction (BIFR). Since, SICA stood repealed and BIFR stand dissolved in terms of Sick Industrial Companies (Special Provisions) Repeal Act, 2003 the Board of Directors has approved the scheme of compromise, arrangement and amalgamation of Modern Denim Limited with the Company under the provisions of section 230-232 of the Companies Act, 2013.

The Scheme has been approved by the shareholders and creditors of the Company at their respective meetings held on 23^rd July 2022. Thereafter Company has filed the Second Motion Petition for approval of the Scheme of arrangement for the merger of Modern Denim Limited into the company with the Hon ble NCLT, Jaipur Bench.

The Hon ble NCLT, vide its order dated July 31, 2023, has given necessary directions to all concerned to submit their observation/objection, if any on or before next hearing date i.e. 18th September, 2023 fixed for the consideration of the scheme of arrangement for the merger of Modern Denim Limited into the company under section 230 to 232 of the Companies Act, 2013. The consolidation of two companies will facilitate savings in the administrative cost and also be beneficial in terms of saving of Income Tax under the provisions of Income Tax Act, 1961.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Listing Regulations and Ind AS 110 - Consolidated Financial Statements (CFS)/and Ind AS 28- Investment in Joint Ventures, the Audited Consolidated Financial Statements forms an integral part of this Annual Report.

Performance of Subsidiary/ Joint Venture

Modern Metal High-Tech Components Private Limited (Formerly Modern Inviro Private Limited)

The subsidiary company was incorporated on December 23, 2019 which has not commenced its operations yet.

Shriji Designs - MIL (JV)

SEC - MIL (JV)

The company has entered into Joint Venture Agreement with Sikka Engineering Company on 09^th July, 2020 which has not yet commenced any operations.

SHARE CAPITAL

FINANCE AND ACCOUNTS

Your Company follows Indian Accounting Standards (Ind AS) mandated by the Ministry of Corporate Affairs for the preparation of its financial statements. Your Company has consistently applied applicable Accounting policies during the year under review. The standalone and consolidated financial statements along with Notes to the Financial Statements form an integral part of this Annual Report. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a

Management Discussion and Analysis Report is given in Annexure - A.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in

Annexure - B.

The Executive Director and the Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the SEBI (LODR) Regulations, 2015.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2023, your Company has one wholly-owned subsidiary company and two joint venture firms. The company does not have any associate company.

During the year under review, no changes occurred in your Company s holding structure. However w.e.f. 19.06.2023 Modern Metal High-Tech Components Private Limited ceased to be a wholly owned subsidiary company.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the subsidiary and joint venture Companies is provided, in the prescribed Form AOC-1, in Annexure C Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements along with other relevant documents, in respect of the subsidiary, are available on the website of the Company, in the link https://www.moderninsulators.com/financial-information/. The policy for determining material subsidiaries of the Company has been provided in the following link:https://www.moderninsulators.com/policies/.

PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and schedule V of SEBI (LODR) Regulations, 2015, disclosures on particulars relating to loans, advances and investments are provided as part of the financial statements. There are no guarantees issued or securities provided by your Company in terms of Section 186 of the Act, read with the rules issued thereunder.

DEPOSITS

During the year, your Company has not accepted or renewed any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link https://www.moderninsulators.com/financial-information/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts/arrangements/transactions entered into by your Company with Related Parties were on arm s length basis and in the ordinary course of business. There are no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In line with the requirements of the Act and amendment to the Listing Regulations all Related Party Transactions have been approved by the Audit Committee and certain transactions, which were repetitive in nature, were approved through an omnibus route and reviewed on a quarterly basis by Audit Committee. All transactions entered with related parties during the year under review were on arm s length basis and not material in nature and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

The details of transactions with related parties for the financial year ended 31st March, 2023, are given in Note No. 36 to the Standalone Financial Statements forming part of this Annual Report.

Your Company has formulated a Policy on Related Party Transactions , which is also available on the Company s website at https:// www.moderninsulators.com/policies/. The Policy intends to ensure that proper reporting, approval, and disclosure processes are in place for all transactions between the Company and Related Parties.

DIRECTORS

Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shreyans Ranka, Whole-time director of your Company, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. His appointment is placed for approval of the members and forms part of the notice of the ensuing Annual General Meeting The information about the Director seeking his reappointment as per Secretarial Standards-2 has been given in the notice convening the ensuing 38^thAnnual General Meeting.

The Board of Directors

Shri Sachin Ranka (DIN: 00335534), Chairman & Managing Director of the Company whose term will expires on 31st March, 2022 has been reappointed for a period of five years from 01.04.2022 to 31.03.2027. Shri Vikas Sharma (DIN: 00761202) has been appointed as Executive Director of the Company w.e.f. 1^st June, 2023 for a period of three years subject to the approval of the members of the company through postal ballot which is currently in process.

Shri Shreyans Ranka (DIN: 06470710), Whole Time Director of the Company whose term expires on 31st March, 2024 has been reappointed by the Board of Directors vide meeting dated 10^th August 2023 for a period of five years from 01.04.2024 to 31.03.2029, subject to the approval of the Members at the ensuing 38^th Annual General Meeting.

Cessation of Directors

Shri P.K. Gokhroo (DIN: 06810797) resigned from the post of Executive Director w.e.f. 31^st May, 2023.Shri Ravindra Raniwala (DIN: 00506419) is to vacate the office of Independent director of the company on expiring the 2^nd term upon completion of the ensuing 38^th Annual General Meeting of the company. Shri S.K Sharma (DIN: 01378040) resigned from the post of Independent Director of the company w.e.f. 27^th July 2023. The Board places their deep appreciation for the valuable contribution and services rendered by them during their tenure on the Board.

KEY MANAGERIAL PERSONNEL

During the year under review, Shri Utkarsh Gaur, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 30th April, 2022 and Shri Mayank Chadha, was appointed as Company Secretary & Compliance Officer from 04^th October, 2022 who has also resigned w.e.f.17th May, 2023.

Shri Kashish Papreja has been appointed as Company Secretary and Compliance officer of the company w.e.f 10^th August, 2023.

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Sachin Ranka, Chairman & Managing Director, Shri Shreyans Ranka, Whole-Time Director, Shri Pradeep Kumar Gokhroo, Executive Director, Shri Dinesh Singh Singhvi, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company. The appointment and remuneration of Directors and KMPs are as per the policy of the Company.

Shri P.K. Gokhroo resigned from the post of Executive Director w.e.f. 31^st May, 2023 and Shri Vikas Sharma has been appointed as Executive Director of the Company w.e.f. 1^st June 2023, for a period of three years.

DECLARATION OF INDEPENDENCE

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company s Code of Business Conduct & Ethics.

The Ministry of Corporate Affairs ( MCA ) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs ( IICA ). All Independent Directors of your Company are registered with IICA.

In the opinion of the Board, independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. Pursuant to the provisions of the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non-executive Directors, Executive Director and the Chairman of the Board.

The Nomination and Remuneration Committee ( NRC ) of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and Individual Directors has to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non-executive Directors/ Executive Director and the Chairman of your Company.

The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of your Company, after taking into account the views of Executive Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.The performance evaluation of the Independent Directors was carried out by the entire Board. Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction on the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.

MEETING OF THE BOARD

During the year 2022-23, Six Board Meetings were held, on 30^th May, 2022, 09^th August, 2022, 04^th October, 2022, 10^th November, 2022, 28^th January, 2023 and 10^th February, 2023. Further details on the Board Meetings are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees: 1. Audit Committee 2. Nomination & Remuneration Committee 3. Stakeholders Relationship Committee 4. Corporate Social Responsibility Committee

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

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 10^th February 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company s internal financial controls were adequate and operating effectively during the financial year 2022-23. To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) read with section 134 (5) of the Companies Act, 2013: (a) in the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) they 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) they have prepared the annual accounts on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s R. B. Verma & Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No. 012650C) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on September 30, 2022 to hold office from the conclusion of the 37^thAGM of the Company till the conclusion of the 42^ndAGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The observations made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 in the year under review.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Anshika and Associates, Company Secretaries, Jaipur to conduct the secretarial audit for the financial year

2022-23. The Secretarial Audit Report, issued by M/s. Anshika & Associates, Practicing Company Secretary for the financial year 2022-23, forms part of this Report, and is set out in Annexure-D to this Report. The observations in Secretarial Audit Report are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. The company has devised a system to adhere to future compliance in a timely and proper manner.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board at its meeting held on 29^th May, 2023, has appointed M/ s Rajesh & Company, Cost Accountants, Jaipur (Firm Registration No. 000031), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2023-24. As required under the Companies Act, 2013 a resolution seeking Members approval for ratification of remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

The Cost Audit Report for the financial year 2022-23 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The said report was filed with the Central Government within the prescribed time.

Internal Auditors

In accordance with the provisions of Section 138 of the Act, the Company has appointed M/s S. Garg & Co., Chartered Accountants, as an Internal Auditor of the Company. Internal Audit Report, their significant findings and follow-up actions taken by the management are reviewed by the Audit Committee on a quarterly basis.

REMUNERATION AND NOMINATION POLICY

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at https://www.moderninsulators.com/policies/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a mechanism which is in compliance of the provisions of Section 177 of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and SEBI (LODR), Regulations, 2015 for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of your Company s Code of Conduct. It also provides adequate safeguards against the victimization of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee. The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms an integral part of this Annual Report and d the Vigil Mechanism / Whistle-Blower Policy is available on the website of your Company at https://www.moderninsulators.com/policies/.

RISK MANAGEMENT

Risk management is embedded in your Company s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Company endeavors to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.The Risk Management Policy has been uploaded on the website of the Company at https:// www.moderninsulators.com/policies/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Control and Risk Management are integral to the Company s strategy and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company s internal control system is commensurate with the size, scale, and complexities of its operations. The internal and operational audit is entrusted to M/s S. Garg & Co., Chartered Accountants, a firm of Chartered Accountants. The main thrust of an internal audit is to test and review controls, and appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee, which is chaired by Shri Sachin Ranka. The Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board, and the same is available on the Company s website https://www.moderninsulators.com/policies/. The Company is a caring corporate citizen and lays significant emphasis on the development of the host communities around which it operates. The Company, with this intent, has identified several projects relating to Social Empowerment and Welfare, Environment Sustainability, Health Care and Education during the year, and initiated various activities around its plant location/other places.

During the year, the Company has spent Rs. 50.23Lakh towards obligatory CSR expenditure of the Company which was more than two percent of average net profit of the Company as per Section 135(5) of Companies Act, 2013. The excess amount spent will be available for set off in succeeding financial years. The Annual Report on CSR activities is given in Annexure-E to this Report.

Further, the Executive Director of the Company has certified that CSR spends of the Company for the FY 2022-23 has been utilized for the purpose and in the manner approved by the Board.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the website of the Company for information of all employees at https://www.moderninsulators.com/policies/. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, company has not received any complaints.The Company is committed to providing a safe and conducive work environment to all its employees and associates.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-F. In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report.

In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at compliance@moderninsulators.com.The aforesaid addendum is also available for inspection by the members at the Registered Office of the Company from 21 days before the AGM till the date of the ensuing AGM, during business hours on working days.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. Your company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. The Human Resources function works as a strategic partner to the business. The technical and quality demands of the industry combined with our own vision to expand significantly over the next few years have ensured that we build an agile, engaged, and energized work force.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization s growth and its sustainability in the long run.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, is given in Annexure-G to this Report.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report, no material changes and commitments, which could affect the Company s financial position, have occurred between the end of the financial year of the Company and the date of this Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-2023.

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 DURING THE FINANCIAL YEAR

There is no such instance, hence not applicable.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Issue of equity shares with differential rights as to dividend, voting or otherwise; Issue of shares (including sweat equity shares) to employees of the Company under any Scheme; No significant or material orders were passed by the Regulators /Courts/ Tribunals which impact the going concern status and the Company s operations in the future.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, stakeholders, business associates, Central and State Governments and all regulatory bodies for their co-operation and support and look forward to their continued support in the future.

We very warmly thank all of our employees for their contribution to your Company s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of the Board of Directors