pansari developers ltd Directors report


To

The Members,

Pansari Developers Limited

Your Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS

Your Companys Financial Performance for the year under review is summarized below

(Amount in Lakhs)

Particulars

Financial Year

2022-23 2021-22

Total Income

2,381.02 3,796.34

Total Expenditure

2,114.97 3,331.12

Profit Before Tax

266.05 465.22

Tax Expense

64.97 101.04

Profit After Tax

201.07 364.18

Other Comprehensive Income

5.92 485.71

Total Income for the Year

206.99 849.89

Balance of Profit brought forward from previous year

10,190.50 9,340.83

Appropriations:

-

-

Transferred to General Reserve

-

-

Balance of Profit carried forward

10,397.49 10,190.50

Earnings Per Share ()

1.15 2.09

Net Worth

12,142.17 11,935.18

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, Directors have decided not to recommend any dividend for the period under review.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the Reserves.

4. FINANCIAI.HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2022-23 and period subsequent there to have been

given hereunder:

• The Total Income of the Company during the financial year 2022-23 is Rs. 2381.02 against the total income of Rs. 3796.34 in the previous financial year 2021-22.

• The Total expense of the Company during the financial year 2022-23 is Rs.2114.97 against the expense of Rs. 3331.12 in the previous financial year 2021-22.

• After meeting the expenses the company earned a Profit for the financial year 2022-23 is Rs 201.07 as compare to Rs. 364.18 in the previous financial year 2021-22

• The OCI for the current year is Rs. 5.92 as against Rs. 485.17 in the previous financial year 2021-22.

• After considering the comprehensive income for the year, total income for the year is Rs 206.99 against a profit of Rs.849.89 in the previous financial year 2021-22.

• The Directors trust that the shareholders will find the performance of the company for financial year 2022-2023 to be satisfactory. The Earning per Share (EPS) of the company is 1.15 per share.

5. SHARE CAPITALAND CHANGES

During F.Y. 2022-23, changes in the capital structure of Company are as follows.

a) Issue of Equity Shares with differential rights

Company had not issued any Equity Shares having differential rights during the year.

b) Issue of sweat equity shares

Company had not issued any Sweat Equity Shares rights during the year.

c) Issue of employee stock options

Company had not issued any employee stock options during the year.

d) Provisions of money by Company for purchase of its shares by employees or by trustees for the benefit of employees

The Company does not have any provision of Money for purchase of its shares by employees or by trustees for the benefit of Employees.

6. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed herewith and marked as Annexure "A". The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made there under and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

7. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors

Pursuant to provision of section 139,141,142 and other applicable provisions if any, of the Companies Act, 2013 and rules made there under M/s. GARV & Associates chartered Accountants (Firm Registration No. 0301094E) was appointed as Statutory Auditor of the Company for FY 2022-23.

The Chairman at the Board meeting held on 14.08.2023 put forward the proposal to appoint M/s. S. Bhalotia & Associates chartered Accountants (Firm Registration No. 325040E) as the statutory auditors for FY-23-24 After a brief discussion the following resolution has been passed:

"RESOLVED THAT pursuant to provision of section 139,141,142 and other applicable provisions if any, of the Companies Act, 2013 and rules made there under M/s. S. Bhalotia & Associates chartered Accountants (Firm Registration No. 325040E) be and are hereby appointed as statutory Auditors of the company to hold office from conclusion of this Annual General Meeting of the company till conclusion of 32nd Annual General Meeting for 5 years at a remuneration to be fixed by the Board of Directors ofthe company."

"RESOLVED FURTHER THAT any Director of the company be and is hereby authorized to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with the filing of necessary E-form with the Registrar of Companies."

M/s. S. Bhalotia & Associates, Chartered Accountants, has consented the proposed appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. S. Bhalotia & Associates, Chartered Accountants as Statutory Auditors ofthe Company from FY 2023-24 to 2028 - 29.

Auditors Report

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation under section 134(3)(f) of the Companies Act, 2013 from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

b) Secretarial auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s Prakash Shaw & Co represented by Prakash Kumar Shaw, Practicing Company Secretaries bearing membership no -32895, CP No -16239 to conduct Secretarial Audit for FY 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure "B" to this Report.

The Chairman at it Board meeting dated 30.05.2023 put forward the proposal the Secretarial Auditor to be appointed for FY 23-24. After a brief discussion the Board Passes the Following resolution:

"RESOLVED THAT pursuant to the provisions of Section 204(1) of the Companies Act 2013 rule 9 of the Companies (Appointment and Remuneration personnel) Rules 2014 and other applicable provisions if any of the Companies Act 2013, Consent of the Board be and is hereby given for appointment of M/s Prakash Shaw & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year 2023-2024 and Mr. Mahesh Kumar Agarwal, Managing Director of the Company be and is hereby authorized to fix the remuneration from time to time in consultation with Audit Committee".

"RESOLVED FURTHER THAT the engagement letter has been placed before the Board and the same has been signed by the Chairman of the Board for the purpose of identification of appointment of M/s Prakash Shaw & Co., Company Secretaries as Secretarial Auditor of the Company"

"RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized to file necessary forms with Registrar of Companies and to do all such act, deeds and things as may be considered necessary to give effect to the above said resolution"

Secretarial Auditors Report:

The Secretarial Audit Report for the financial year ended 31st March, 2023 is self-explanatory and does not call for any further comments.

There is no qualification remarks made by the Auditor.

c) Internal Auditor:

M/s. S. Bhalotia & Associates, (Chartered Accountants) Firm Registration Number 325040E was appointed as internal Audit for the FY-22-23. The Chairman at it Board meeting dated 14.08.2023 Put forward about the appointment of Internal Auditor for FY 2023-24. After a brief discussion the Board passes the following resolution:

"RESOLVED THAT pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, the consent of the Board of Director be and is hereby accorded for the appointment of M/s B L Rathi & Co., Chartered Accountants FRN: 31811E, as internal auditors of the company for the financial year 2023-2024 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor."

"RESOLVED FURTHER THAT any of the director of the company be and is hereby authorized to do all such acts, deeds and things as may be required in this regards to give effect to above resolution including filing of necessary forms with the office of concerned Registrar of Companies

The Board of directors are pleased to confirm the appointment of M/s. B L Rathi & Co., (Chartered Accountants) Firm Registration Number 31811E as Internal Auditors of the company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year, on the recommendation of Board, there has been Changes in the Key Managerial Personnel of the Company. Jaya Singh being the Company Secretary & Compliance Officer bearing Membership No-A60035 of the Company has resigned with effect from 05.01.2023.

Neha Sharma bearing Membership No- A63186 was appointed as new Compliance Officer & Company Secretary for the Company.

9. VIGIL MECHANISHM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.

10. INTERNAL COMPLIANT COMMITTEE

The Company has constituted an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. This policy

was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com

11. E-VOTING FACILITY AT AGM

Pursuant to regulation 44 of the Listing Agreement with Stock Exchange and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the Rules), the Items of Business given in Notice convening the Annual general Meeting may be transacted through electronic voting system and the Company is providing e-Voting facility to the members who are the members of the Company as on Wednesday, 20th September 2023 being the "Cut-off Date" fixed for the purpose, of exercising their right to vote at the 27th AGM by electronic means through the e-Voting platform provided by LINK INTIME- INSTAVOTE. The details process and guidelines for e-voting has been provided in the notice convening the meeting.

12. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

13. PARTICULAR OF LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with the provision of loan, guarantees and Investments during the year. The particulars of loans guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

14. ANY VIOLATION OF INSIDER TRADING

During the year Company complied with policies and procedures designed to preserve and protect confidential information. No director, officer or employee of the Company has at any time made any recommendation or express any opinion as to trading in the Companys securities. Information about other entities in a special relationship with the Company and its confidential decision has not been provided to outside persons without proper authorization. There is no violation of Insider Trading during the period under review.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS :

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report and review by the Audit Committee, process owners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Note : There was delay in submission of Financial results under regulation 33 of SEBI (LODR) Regulation, 2015 for quarter ended 30th September 2022 on 21st November 2022 due to search & seizure conducted in the premises of the company by Income Tax Department.

16. NOMINATION AND REMUNERATION POLICY

The Company follows Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company as approved by the Board of Directors. The Nomination and Remuneration Policy is annexed herewith and marked as Annexure "C".

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with schedule V of the SEBI (LODR) Regulations 2015, the corporate governance report together with the certificate from the Auditors of the company regarding compliance of conditions of corporate governance is annexed herewith as Annexure- D.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure "F".

20. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the Directors individually as well as the evaluations of its committees. As per schedule IV of the Companies Act 2013, the performance evaluation of independent Directors, shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

21. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Executive Director. The Company has a CSR policy in place which aims to ensure that your Company continues to operate its business in socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.

During the year under review, as part of its CSR activities your Company focused on promotion of educational initiatives by supporting the schools near its area of operations.

22. LISTING FEES

The equity shares of the Company continue to be listed on The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

23. MEETING OF INDEPENDENT DIRECTORS

During the year under review, Independent Director Meeting was held on 30.05.2022.

24. RISK MANAGEMENT

Our Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Our Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

25. STATE OF COMPANYS AFFAIRS

Detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report which is annexed herewith and marked as Annexure "E"

26. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by The Institute of Chartered Accountants of India and forms part of this Annual Report.

27. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith and marked as Annexure "G".

28. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

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

As a good corporate citizen, Pansari Developers Limited is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices.

Pansari Developers Limited maintains an open door for reportees and encourages employees to report any harassment or other unwelcome and offensive conduct. The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the provisions of the Companies Act, 2013 for prevention, prohibition and redressal of complaints / grievances on the Sexual harassment of women at work place. This policy is communicated to all employees in an appropriate and meaningful manner.

30. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act 2013.

31. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate but the Company has invested in Joint Ventures and Partnership Firms

S. No Name of the Limited Liability Partnership (LLP)

Profit/ Loss Sharing Ratio %

1. Papillon Developers LLP

50%

2. Unipon Purti Developers LLP

50%

3. Vara Housing Developers LLP

33.33%

4. Bergamot Conbuild LLP

40%

5. Purti NPR Developers LLP

50%

During the year, the Board of Directors reviewed the affairs of its Joint Ventures. In accordance with the Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys joint ventures is annexed herewith and marked as Annexure "H"in the prescribed Form AOC-1.

33. LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans, Guarantees & Investments covered under the provision of section 186 of the Companies Act, 2013 during the period under review are provided in Notes which forms an integral part of this Annual Report.

33. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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;

e) The directors, in the case of a listed Company, 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. The directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

For and on behalf of the Board

Registered Office:

14, N.S. Road, 4th Floor

Kolkata - 700 001 Mahesh Kumar Agarwal Ankit Agarwal

Managing Director Whole Time Director

Dated : 14th August 2023 (DIN: 00480731) (DIN: 02804577)

FORMAOC-2 Annexure"A"

(Pursuant to Section 134(3)(h) of the Companies Act,

2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain

arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis

(a)

(b) (c) (d) (e) (f) (g) (h)

Name(s) of the related party and nature of relationship

Nature of contracts / arrangements/ transactions Duration of the contracts / arrangement / transactions Salient terms of the contracts or arrangements or transactions including the value, if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances, if any: Date on which the special resolution was passed in general meeting as required under first proviso to section 188

-

- - - - - - -

2. Details of material contracts or arrangement or transactions at arms length basis

(a)

(b) (c) (d) (e) (f) (g)

Name(s) of the related party

Nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value, if any: Date(s) of approval by the Board, if any: Amount paid as advances, if any:

-

- - - - - -

* Details of Related Party Transaction during the period under review are given in Relevant Notes to the Financial Statement,

Mahesh Kumar Agarwal Ankit Agarwal

Place : Kolkata

Managing Director Whole Time Director

Dated: 14th August 2023

(DIN:00480731) (DIN:02804577)

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

PANSARI DEVELOPERS LIMITED (Formerly Pansari Developers Private Limited)

14, N. S. Road, 4th Floor Kolkata - 700 001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pansari Developers Limited having its Registered Office at 14, N.S. Road, 4th Floor, Kolkata - 700001, West Bengal (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended 31.03.2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

Auditors Responsibility

Maintenance of Secretarial Records is the responsibility of the management of the Company. My responsibility is to express an opinion on existence of adequate Board process and compliance management system, commensurate to the size of the Company, based on these secretarial records as shown to me during the said audit and also based on the information furnished to me by the officers and the agents of the Company during the said audit.

I have followed the audit practices and processes as were appropriate to the best of my understanding to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

I have not verified the correctness, appropriateness and bases of financial records, books of accounts and decisions taken by the Board and by various committees of the Company during the period under scrutiny. I have checked the Board process and compliance management system to understand and to form an opinion as to whether there is an adequate system of seeking approval of respective committees of the Board, of the Board, of the members of the Company and of other authorities as per the provisions of various statutes as mentioned hereinafter.

Wherever required I have obtained the management representation about the compliance of the laws, rules and regulations and happening of events, etc.

The compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. My examination was limited to the verification of compliance procedures on test basis.

My report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness or accuracy with which the management has conducted the affairs of the Company.

I report that, I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31.03.2023 according to the provisions of (as amended) :

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) Secretarial Standards as issued by The Institute of Company Secretaries of India;

(iii) The Securities Contracts (Regulation) Act, 1956 and the rules made there under;

(iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has specifically complied with the provisions of the following Acts:

a. The Transfer of Property Act, 1882 as applicable;

b. Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996;

c. Indian Contract Act, 1872;

d. Indian Registration Act, 1908, etc.

e. WB Housing Industry Regulation Act, 2017 to the extent of its applicability to the Company during the financial year ended 31.03.2023 and my examination and reporting is based on the documents, records and files as produced and shown to and the information and explanations as provided to me by the Company and its management and to the best of my judgment and understanding of the applicability of the different enactments upon the Company. Further, to the best of my knowledge and understanding there are adequate systems and processes in the Company commensurate with its size and operation to monitor and ensure compliances with applicable laws including general laws, labour laws, competition law, environmental laws, etc.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above, except:

Matter of Emphasis:

1. There was delay in submission of Financial Results under Regulation 33 of SEBI (LODR) Regulations, 2015 for the Quarter Ended 30th September, 2022, which was submitted on 21st November, 2022, due to search and seizure conducted at the registered office of the Company by the Income Tax Department.

During the period under review, provisions of the following regulations/guidelines/standards were not applicable to the Company:

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(ii) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(iii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(iv) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018;

(v) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.

I further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(c) Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

(d) There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that, as on date:

(a) The Company is in the process of maintaining Structured Digital Database pursuant to the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2020 vide SEBI Notification dated 17th July, 2020.

Place: Kolkata Dated: 14.08.2023

(Prakash Kumar Shaw) Practicing Company Secretary

ACS - 32895 / CP No.- 16239 UDIN: A032895E000805502

Nomination & Remuneration Policy

Annexure "C"

Preface:

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel and employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement with the stock exchanges (as amended from time to time). This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration/Compensation Committee ("NRC") and approved by the Board of Directors ofthe Company.

Objective and Purpose:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Companys size, financial position and trends and practices on remuneration prevailing in peer companies.

¦ • To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

• To provide them reward/incentive/commission linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

Applicability:

The Policy shall be applicable to:

a) Key Managerial Personnel, which means:-

i. Directors (Executive and Non-Executive)

ii. Company Secretary.

iii. Chief Financial Officer.

iv. Such other person as may be prescribed. b) Senior Management, which means:-

Personnel of the Company who are members of its core management team excluding Board of Directors. This would also include all members of Management, one level below the Executive Directors including all functional heads, for the purpose of Clause 49 ofthe listing agreement.

Appointment Criteria and Qualification:

¦ • The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

¦ • A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. In evaluating the suitability of Directors the Committee will take into account general understanding of the business dynamics, social perspective, educational, professional background and personal achievements and other factors it may feel.

¦ • The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years. The Committee shall identify and ascertain the qualification, expertise and experience of the person for appointment as a Director, Key Managerial Personnel or at Senior Management Level and, if required, would recommend to the Board their appointment. The objective is to have a broad, diverse background and skills / expertise in business and academics that are relevant for Companys operations. Directors must be willing to devote sufficient time and energy in carrying out their duties effectively.

Remuneration:

The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director, Key Managerial and Senior Management Personnel to the Board for their approval.

The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate them to run the company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goal:

A. Director/ Managing Director:

Besides the above Criteria, the Remuneration/ compensation/ commission etc. to be paid to Director/ Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

B. Non-executive Independent Directors:

The Non- Executive Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

C. KMPs / Senior Management Personnel etc.:

The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

D. Directors and Officers Insurance:

Where any insurance is taken by the Company on behalf of its Directors, KMPs/ Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Application of the Remuneration Policy:

This Remuneration Policy shall continue to guide all future employment of Directors, Companys Senior Management including Key Managerial Personnel and other employees. Any departure from the policy can be undertaken only with the approval of the Board of Directors.

Dissemination:

The Companys Remuneration Policy shall be published on its website.