Monarch Surveyors and Engineering Consultants Ltd Directors Report

To, The Members

Monarch Surveyors and Engineering Consultants Private Limited

Your Directors have pleasure in presenting the Twenty Fourth Boards Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your Company for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The Financial Highlight is depicted as below:

(Amount in Rs.)

Particulars	Financial Year
	2022-23	2021-2022
Revenue from Operations	70,31,89,936	42,89,42,164
GST Collected	12,41,69,116	7,15,52,309
Other Income	97,65,840	1,12,86,898
Total Income	83,71,24,892	51,17,81,371
Expenses excluding depreciation and amortization	72,46,08,423	43,73,38,076
Depreciation and Amortization	1,10,18,522	1,04,05,961
Total Expense	73,56,26,945	44,77,44,037
Profit/Loss before Exceptional and Extraordinary Items and Tax	10,14,97,947	6,40,37,334
Extraordinary Items	14,89,298	-
Profit/ (Loss) before Taxation	1,00,00,649	6,40,37,334
Less: Tax Expenses
Current Tax	(258,42,195)	(181,88,453)
Deferred Tax Liability	53,37,604	10,43,094
Earlier Year Tax	-	-
Net Profit/(loss) for the period	7,95,04,058	4,68,91,975

This report is prepared based on Financial Statements of the Company.

2. FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

The Company is engaged in the business of land survey, contour survey, plot demarcation, section and survey designing, percolation and related activities and to work as engineering consultation for civil construction. The Company renders comprehensive services starting from Topographic survey up to Project Management Consultancy for multidisciplinary infrastructure Projects. On standalone

We take pride in sharing that your Company is scaling new peaks in growth and recently delivered the one of the highest ever profits in its history. The Company has shown a significant growth in terms of profit generation. The Directors of your Company are working effortlessly for maintaining such pace of growth which will lead to increase in stakeholder wealth maximization simultaneously.

Demonstrating a robust performance in FY 2022-23, your Company is now strategically positioned to amplify its growth trajectory your Company, today, is on an expansion spree in all its verticals.

The Directors of your Company are working effortlessly for maintaining such pace of growth which will lead to increase in stakeholder wealth maximization simultaneously.

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business during the year under review.

4, INFORMATION ABOUT SUBSIDIARY. JOINT VENTURES & ASSOCIATE COMPANY:

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

5. DIVIDEND:

The Directors after considering all the relevant circumstances and keeping in view the growth opportunities, deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the financial year ended March 31, 2023.

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

There is no such amount pending with the Company which is required to be transferred to the Investor Education and Protection Fund.

7. TRANSFER TO RESERVES IN TERMS OF SECTION 134 13) (Jl OF THE COMPANIES ACT. 2013:

The Company has transferred a net profit of Rs. 7,95,04,058/- to the General Reserve during the financial year ended March 31, 2023.

8. DIRECTORS AND KMF:

Your Companys Board consist visionaries who provide strategic direction and guidance to the organization. The Board and its members review and approve Companies policies, values and overall strategy and targets, which are essential for growth of Company and for wellbeing of its stakeholders. The Directors have expertise in the fields of strategy, management and governance, operations, and human resources. Such expertise enables the Board to steer the Company in the right direction. The Board of Directors represents the interest of the Companys Shareholders and provides the Management with guidance and strategic direction on behalf of shareholders.

The Board of Directors comprises of Four (4) Directors as on date. Following are the details:

Board of Directors

Name	DIN	Designation	Date of Appointment
1. Bhartesh Rajkumar Shah	01176236	Director	20/07/1999
2. Sanjay Bhalchandra Vidwans	01176275	Director	20/07/1999
3. Sunil Shrikrishna Bhalerao	01176330	Director	20/07/1999
4. Dattatraya Mohaniraj Karpe	01155398	Director	20/07/1999

9. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meetings facilitate the decision making process in an informed and efficient manner. All major agenda items are backed by comprehensive background information to enable the Board to

take informed decisions. The Board meets at regular intervals to review the Companys business and discuss its strategy and plans.

During the period under review, the Board met Twenty (20) times and the gap between two Board meetings did not exceed 120 days.

Details of attendance are as follows:

Board Meetings	Name of the Directors
	Bhartesh Rajkumar Shah	Sanjay Bhalchandra Vidwans	Sunil Shrikrishna Bhalerao	Dattatraya Mohaniraj Karpe
1. April 01, 2022	-	-	-	-
2. April 26, 2022	-	-	-	-
3. June 13, 2022	-	-	-	-
4. July 08, 2022	-	-	-	-
5. July 18, 2022	-	-	-	-
6. July 25, 2022	-	-	-	-
7. August 22, 2022	-	-	-	-
8. September 22, 2022	-	-	-	-
9. September 28, 2022	-	-	-	-
10. September 29, 2022	-	-	-	-
11. October 06, 2022	-	-	-	-
12. November 10, 2022	-	-	-	-
13. November 11, 2022	-	-	-	-
14. December 07, 2022	-	-	-	-
15. January 03, 2023	-	-	-	-
16. February 13, 2023	-	-	-	-
17. March 08, 2023	-	-	-	-
18. March 18, 2023	-	-	-	-
19. March 27, 2023	-	-	-	-
20. March 30, 2023	-	-	-	-

Y - Present for the meeting in person N - Absent for the meeting

AVC - Present for the meeting through Audio / Video Conferencing NA - Not Applicable, being not a Director at the time of meeting

10. COMMITTEES OF THE BOARD:

Committees appointed by the Board focus on specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board on matters in their areas or purview.

Following are few major committees which are required to be constituted by the Board on exceeding specified limits under provisions of Company Act, 2013:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

However, the Company is not required to form or maintain any of the above-mentioned committees except the Corporate Social Responsibility Committee during the year under review. Details of Corporate Social Responsibility Committee are as follows.

• Corporate Social Responsibility (CSR)

As a socially responsible Company, Company is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees the activities relating to activities supporting the social and environmental causes.

The Board has taken note of the recommendation given by CSR committee for expenditure of Financial Year 2022-23. During the year under review, the Company was required to spent Rs. 11,88,500/- (2%) of the average qualifying net profits of the last three financial years on CSR activities.

The Company has spent Rs. 14,89,298/- during the year under review and additionally the Company has contributed Rs. 5,70,000 dated August 11, 2023 and Rs. 6,20,000 dated September 25, 2023 to PM Cares (Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund) in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure D to this Report. The initiatives undertaken by your Company during the year have been detailed in CSR Section of the Annual Report.

Further following are the terms of reference and rules and responsibility assigned to the CSR Committee by the Board.

• To formulate and recommend a CSR policy to the Board;

• To point out the activities to be undertaken by the Company as enumerated in Schedule VII;

• To recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the Company;

• To establish the transparent controlling mechanism for the implementation of the CSR projects or programs or activities undertaken by the Company.

The Corporate Social Responsibility Committee comprises of following members.

Members of the Committee	Designation of Members
Dattatraya Mohaniraj Karpe	Chairperson
Sunil Shrikrishna Bhalerao	Member
Sanjay Bhalchandra Vidwans	Member

The CSR committee meeting was held on June 13, 2022 & March 30, 2023, to monitoring its Corporate Social Responsibility matters.

11. AUDIT:

• Statutory Auditor

M/s D C Bhalgat & Co, Chartered Accountants, (Firm Registration No. 101139W) Pune were appointed as Statutory Auditors of your Company at the Annual General Meeting held in the year 2019, for a term of five consecutive years until the conclusion of the Sixth Annual General Meeting to be held in Year 2024.

• Secretarial Auditor

The provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder pertaining to Secretarial Audit are not applicable for the financial year under review and hence this point is not applicable.

• Internal Auditors

Provisions of Section 138 of the Companies Act, 2013 and rules are not applicable to our Company.

• Cost Record and/or Cost Audit

During the year under review, the Company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

There are qualifications or disclaimers or reservations or adverse remarks made by Auditors in their report. Attached to this report as Annexure B with Management Reply to the Auditors Remark.

13. REPORTING OF FRAUDBYSTATUTORY AUDITORS:

During the period under review, there were no frauds reported by the Statutory Auditors under subsection (12) of Section 143 of the Companies Act, 2013.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company to the best of their knowledge and ability, state the following:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departure;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors had 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 had prepared the annual accounts on a going concern basis; and

e) Company being unlisted sub clause (e) of section 134(3) is not applicable.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board is responsible for establishing and maintaining adequate internal financial control regarding the financial statements of the Company as per section 134 of the Companies Act, 2013 read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014.

The Board has laid down process designed by the Companys principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Indian Accounting Standards (Ind AS). Companys internal financial control over financial reporting includes those policies and procedures that:

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

16. RISK MANAGEMENT POLICY:

The Company has framed and reviewed the risk Management Policy which covers practices relating to Companys enterprise wide risk management framework and also the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and there is an adequate risk management infrastructure in place capable of addressing those risks.

Risk is assessed and mitigated by the Risk Management Procedure involving identification and prioritization of risk events; Categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks; Risk Mitigation & Control and update risk identification and prioritization.

This Policy seeks to minimize the adverse impact of these risks, thus enabling the Company to control market opportunities effectively and enhance its long-term competitive advantage. Several risks can impact the achievement of a particular business objective. Similarly, a single risk can aiso impact the achievement of several business objectives. The focus of risk management is to assess risks and deploy mitigation measures. This is done through periodic review of the risk and strategy of the Board.

During the year, the Company has carried annual risk survey across the organizations to get inputs of key risks in achieving business objectives, their impact on growth and mitigation actions to minimize such impact. The Company also regularly assess business environment including external as well as internal indicators along with assessments by market segments, growth of top clients, monetary risk and credit risk.

17. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY:

During the period under review the Company has given an Inter Corporate loan to Miscos Technologies Private Limited, a Company incorporated under the provisions of Companies Act, 2013. The said amount did not exceed the threshold limits specified in Section 186 of the Companies Act, 2013.

The details of above said loans, investments and guarantee are as follows:

• Loans: The Company has provided unsecured loan of an amount of Rs. 1,53,93,130/- (Rupees One Crore Fifty Three Lakh Ninety Three Thousand and One Hundred Thirty) to the Miscos Technologies Private Limited.

• Investment: During the year, the Company has not made any investments as per provisions of the Companies Act 2013.

• Guarantee: During the year, the Company not provided any guarantee to any person or Company as per provision of the Companies Act 2013.

18. MATERIAL CHANGES & COMMITMENTS. BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of period of the Company to which the Financial Statements relate and the date of the report, except as disclosed elsewhere in this report.

19. SHARE CAPITAL:

During the period under review, the Authorized Capital and the Paid-up Share Capital remained unchanged. Further the Company has neither allotted any sweat equity or bonus shares or any shares under the employee stock option plan nor has bought back any shares or securities.

20. RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered into by the Company with related parties, during the financial year, were on an arms length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties falling under the scope of Section 188(1) of the Act or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Considering the provisions of Section 134 of the Act, as all transactions with related parties referred to subsection (1) of Section 188 of the Act and exemption is available only from the procedural compliance for transactions, which are in ordinary course of business and based on arms length prices the disclosure in the prescribed Form AOC - 2, is attached as "Annexure A" to this Report.

21. EXTRACT OF ANNUAL RETURN:

The provision relating to the Extract of Annual Return in Form MGT-9 as required to be annexed with the Board report under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, has been omitted by the Companies (Management and Administration) Amendment Rules 2014 dated March 05, 2021.

22. SHIFTING OF REGISTERED OFFICE:

During the period under review the Company has shifted its Registered Office from 67, Rujeta Apartments, Flat 3, Sinhgad Road, Sahawas Hall, Pune - 411030 to Monarch House, CTS No. 434/1, Near Kawade Petrol Pump, Ghorpadi Gaon, Hadapsar (N.V.), Haveli, Pune - 411036 with effect from November 15, 2022. Further the Company has filed requisite e-form with the Ministry.

23. CHANGE OF NAME:

There has been no change in the name of the Company during the said period.

24. CHANGE OF OWNERSHIP:

During the year under review, there has been no Change in the ownership of the Company.

25. DEPOSITS:

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

26. LOANS FROM DIRECTORS AND THEIR RELATIVES:

During the year under review, the Company has not accepted any loans from Directors and their relatives.

27. COMMISSION RECEIVED BY DIRECTORS FROM HOLPING/SUBSIDIARY:

During the period under review, no remuneration or commission was received by the Managing Director/Whole time Director from the holding Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations during the year under the review.

29. DETAILS OF EMPLOYEES:

There are no employees drawing salary of Rs. One Crore and Two Lakh per annum or Rs. Eight Lakh and Fifty Thousand per month.

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place Prevention of Sexual Harassment (PoSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress the complaints, received, if any.

All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company provides a safe and dignified work environment for employee who is free of discrimination; further the Company conducts awareness Programme at regular interval of time. The objective of this policy is to provide protection against sexual harassment to women at workplace and for redressal of any such complaints of harassment.

The Company did not receive any complaints of sexual harassment during the year under review as well as in the preceding year.

32. HUMAN RESOURCE DEVELOPMENT:

The talent management strategy of your Company focuses on being customer centric, competitive superior, performance driven and future ready. The initiatives and processes strive to deliver the unique talent promise of Building Winning Businesses, Developing Business Leaders and Creating Value for India. The talent development practices help create, foster and strengthen the capability of human capital to deliver critical outcomes on the vectors of strategic impact, operational efficiency and capital productivity.

33. CODE OF BUSINESS ETHICS AND CONDUCT:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the center stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

The Board has prescribed a Code of Business Ethics and Conduct (COBEC) that provides for transparency, ethical conduct, a gender friendly workplace, legal compliance and protection of Companys property and information. COBEC is a set of guiding principles and covers all directors, employees, third party vendors, consultants and customers across the world. COBEC is periodically reviewed taking into account the prevailing business and ethical practices.

34. DETAILS OF VIGIL MECHANISM:

The provisions of Vigil Mechanism are not applicable to the Company.

35. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The provisions of Section 149 of the Companies Act, 2013 and Rules made thereunder pertaining to appointment of Independent Directors are not applicable for the year under review and hence this point is not applicable.

36. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder pertaining to formal annual evaluation of the Board are not applicable for the year under review and hence this point is not applicable.

37. CORPORATE SOCIAL RESPONSIBILITY:

Your Company firmly believes that the commitment towards playing a defining role in the development of its stakeholders extends to uplifting lives of the marginalised segments of the society, living in and around its areas of operation. The principles of Corporate Social Responsibility (CSR) are deeply imbibed in your Companys corporate culture. To amplify outreach efforts, your Company has incurred an expenditure of Rs. 11,88,500/- as a contribution towards Corporate Social Responsibility under the provisions of Companies Act, 2013.

Thus, Pursuant to the provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is appended as Annexure D to the Report.

38. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT;

The Company has not revised its Financial Statements or its Boards Report during the year under review.

39. DETAILS OF APPLICATION MADE OR PROCEEDING. PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

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

During the year under review, there has been no one time settlement of loans taken form the Banks and Financial Institutions.

41. SECRETARIAL STANDARDS:

During the period under review the Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

ACKNOWLEDGEMENT:

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners, bankers, business associates, consultants, and various Government Authorities and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Company and also places on record their sincere appreciation for the dedicated services of the employees of the Company.

For and on behalf of the Board of Directors of
Monarch Surveyors and Engineering Consultants Private Limited
Dattatraya Mohani aj Karp^	^anjay Bhalchandra Vidwans
Director	Director
DIN: 01155398	DIN:01176275
Address: Imperial Residency, C-703, Near Aga Khan Palace, Nagar Road, Yerwada, Pune - 411006	Address: Flat-4, Building-A, Tresure Park, Sant Nagar, Padmavati, Pune - 411009
Date: September 26, 2023
Place: Pune