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Poly Medicure Ltd Directors Report

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Jul 19, 2024|09:44:59 AM

Poly Medicure Ltd Share Price directors Report

Your Dir take immense pleasure in presenting the 28 ectors th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March, 2023.

Financial Results

(RsIn lacs)

Standalone

Consolidated

Parameters

2022-23 2021-22 2022-23 2021-22
Revenue from Operations (Net) 1,06,804.50 87,935.76 1,11,523.04 92,306.26
Add: Other Income 3,628.74 3,872.87 3,618.54 3,790.25

Total Revenue

1,10,433.24 91,808.63 1,15,141.58 96,096.51
Profit before Interest, Tax, Depreciation and Amortization (EBITDA) 30,076.46 25,086.22 30,157.01 25,100.46
Less: Depreciation & Amortization Expenses. 5,563.68 5,254.01 5,716.68 5,395.22
Less: Financial Costs 830.07 360.70 883.86 425.48

Profit Before Tax (PBT)

23,682.71 19,471.51 23,556.47 19,279.76
Add:Share of Profit from Associates 192.67 244.73
Profit Before Tax (after Share of Profit from Associates) 23,682.71 19,471.51 23,749.14 19,524.49
Less: Tax provision 5778.24 4,869.80 5,820.89 4,873.89

Profit afterTax

17,904.47 14,601.71 17,928.25 14,650.60
Add: Balance brought forward 39,863.11 30,158.41 39,904.12 30,416.53

Profit available for appropriation

57,767.58 44,760.12 57,832.37 45,067.13

Briefly, during the year under report, the Companys consolidated total income increased to Rs 1,15,141.58 lacs from Rs 96,096.51 lacs in the previous year, registering a growth of 19.82%. EBIDTA improved to Rs 30,157.01 lacs as from Rs 25,100.46 lacs in the previous year which translates into a rise of 20.15%. Profit before Tax (PBT) is Rs 23,556.47 lacs as against Rs 19,279.76 lacs in previous year which translates into a rise of 22.18%.

Highlights of performance are discussed in detail in the Management Discussion and Analysis Report which forms part of the Directors Report.

Share Capital

During the year under report, the paid-up share capital of your Company has been increased by Rs 44,000 due to the allotment of 17,750 equity shares of Rs 5 each under the Employee Stock Options Scheme, 2016 and 26,250 equity shares of 5 each under the Employee Stock Options Scheme, 2020 on exercise of stock options by the eligible employees.

ESOP issuance

The Company has framed an ESOP Scheme 2016 and ESOP Scheme 2020 for the benefit of its employees under which it has issued 17,750 and 26,250 equity shares respectively. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Scheme of the Company, in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity Shares) Regulations, 2021.

Dividend

In keeping with the Companys tradition of rewarding the Shareholders, your directors are pleased to recommend a dividend of Rs 3.00/- per equity share of the face value of Rs 5/- each for the financial year ended on 31st March, 2023. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs 2,878.33 lacs. The dividend would be payable to all Shareholders whose names appear in the Register of Members and in respect of shares held in dematerialized form, to the members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited on book closure date.

The aforesaid dividend paid for year under review is in accordance with the Companys policy on Dividend Distribution which is linked to long term growth objectives of your Company to be met by internal cash accruals. The Dividend Distribution Policy of the Company can be viewed on the Companys website at https://www.polymedicure. com/wp-content/uploads/2020/09/Dividend-Distribution-Policy.pdf

Transfer to Reserves

The Board of Directors has proposed to transfer Rs 2,500.00 lacs to General Reserves out of the profit available for appropriation.

Subsidiaries and Associate

The subsidiary companies performed as follows:

Poly Medicure (Laiyang) Co. Ltd, China - The wholly owned subsidiary Company has achieved a turnover of Rs 1,391.10 lacs for the year ending 31st March, 2023 against Rs 1,536.69 lacs in the previous year.

Poly Medicure B.V., Amsterdam, Netherlands - During the year under review the Company has not done any business operations.

Plan1 Health s.r.l., Italy, a step-down Subsidiary The wholly owned subsidiary Company has achieved a turnover of Rs 4,222.10 lacs for the year ending 31st December, 2022 against Rs 3,392.22 lacs in the previous year.

Plan1 Health India Pvt. Ltd., India – During the year under review the Company has not done any business operations.

Poly Health Medical Inc.,(USA), a step-down Subsidiary- During the year under review the Company has not done any business operations.

The Company has one Associate in Egypt, viz.

Ultra for Medical Products Company (ULTRA MED), Egypt The Associate has achieved sales of Rs 7,362.00 lacs during the year ending 31st December 2022, as compared to Rs 9,392.19 lacs in the previous year. The decrease in sales is due to currency devaluation.

Audited financial statements of the subsidiaries of the Company are available on the website of the Company. The shareholders, who wish to receive a copy of Annual Accounts of the Subsidiary Companies, may request the Company Secretary for the same.

Pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in prescribed Form AOC-1 is given in the Consolidated Financial Statements of Company and forms part of this Annual Report.

Transfer of Unpaid/Unclaimed Dividend Amounts to Investor Education and Protection Fund

During the Year under review, the Company has transferred Rs 6,36,192 lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection fund (IEPF) in compliance with Section 205C of the Companies Act, 1956, read with Investor Education & Protection Fund (Awareness and Protection of Investors) Rules, 2001. The said amount represents the final dividend for the financial year 2014-15 and interim dividend of 2015-16 which remained unclaimed by the shareholders of the Company for a period of seven years from the due date of payment.

Significant Events After Balance Sheet Date

There are no significant events after the balance sheet date.

Directors and Key Managerial Personnel

In view of the provisions of the Companies Act, 2013, Mrs. Mukulika Baid is liable to retire by rotation at the ensuing Annual General Meeting, and she offers herself for re-appointment. The information as required to be disclosed under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of re-appointment of directors is provided in the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to Section 149(4) of the Companies Act, 2013, every Listed Company is required to appoint one third of its Directors as Independent Directors. The Board has seven Independent Directors in terms of the provisions of Regulation 17(b) of the SEBI (LODR) Regulations, 2015. Necessary details in respect of the directors are given in the Corporate Governance Report.

The Independent Directors have submitted their respective declarations of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence specified in the Act and the Rules made there under as also under Regulation 25 of the SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are Shri Himanshu Baid, Managing Director, Shri Rishi Baid, Joint Managing Director, Shri Naresh Vijayvergiya, Chief Financial Officer, Shri Avinash Chandra, Company Secretary and Shri Ravi Prakash, Deputy Company Secretary.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent

Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the

Board, its committees and of the Directors.

Secretarial Standards

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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

d) the directors have prepared the annual accounts on a going concern basis.

e) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under regulation 34 (2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a cash flow statement is part of the Annual Report 2022 - 2023. Further, the Consolidated Financial Statements of the Company for the financial year 2022 - 2023 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

Policy on Directors Appointment and Remuneration

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Companies Act, 2013, adopted by the Board are covered in Corporate Governance Report as Annexure – 1, which forms part of this Report.

Further, the policy also indicates the manner of performance evaluation of Independent Directors, Board committees and other individual directors which include criteria for performance evaluation of the non-executive and executive directors. The policy of the Company on directors appointment and remuneration can be viewed on the Companys website at https://www.polymedicure.com/wp-content/uploads/2023/02/Criteria-of-making-payments-to-non-executive-directors.pdf

Annual Return

In terms of Section 93(3) of the Companies Act, 2013, as amended the Annual Return of the Company is placed on the website of the Company on the following link https://www.polymedicure.com/ annual-return-as-provided-under-section-92-of-the-companies-act-2013/

Auditors and Auditors ReportStatutory Auditors

At the 24th Annual General Meeting held on September 23, 2019 M/s. M. C. Bhandari & Company, Chartered Accountants (Firm Registration No. 303002E), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2024.

Your Company has received a certificate from M/s. M. C. Bhandari & Company, Chartered Accountants (Firm Registration No. 303002E) confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any comments. The Auditors Report does not contain any qualifications, reservations, or adverse remarks.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them.

Cost Auditor

Your Company has received a certificate from M/s. M. C. Bhandari & Company, Chartered Accountants (Firm Registration No. 303002E) confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder required under Regulation 33 of the Listing Regulations.

Secretarial Auditor

The Board of Directors has appointed M/s. P.K. Mishra & Associates (Certificate of Practice No.- 16222), Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed this Report as Annexure – 2.

The Board of Director has appointed M/s. P.K. Mishra & Associates, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2023-24.

Business Responsibility & Sustainability Report (BRSR)

A detailed Business Responsibility & Sustainability Report (BRSR) has been prepared. As a green initiative the BRSR is placed on website of your Company and can be accessed at the website of the Company www.polymedicure.com/wp-content/uploads/2023/09/BRSR-1.pdf

Particulars of Loans, Guarantees or Investments under Section 186

The Particulars of Loans, Investments and guarantees made/given by the Company, under Section 186 of the Companies Act, 2013, are furnished in Annexure - 3 and forms part of the Report.

Particulars of Contracts or Arrangements with Related Parties The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC - 2 in Annexure - 4 and form part of this Report. The Related Party

Transaction Policy can be accessed at the website of the Company https://www.polymedicure.com/wp-content/uploads/2023/02/ policy-on-dealing-with-related-party-transactions.pdf

Fixed Deposits

Your Company has not accepted/or invited any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and Section 73 or 76 of the Companies Act, 2013.

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having a net worth of Rs 500 Crore or more, or a turnover of Rs 1,000 Crore or more or a net profit of Rs 5 Crore or more during any financial year are required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such Companies are required to spend at least 2% of the average net profits of their immediately preceding three financial years on CSR related activities. Accordingly, the Company was required to spend Rs 315.34 lacs towards CSR activities. The Company overall spends Rs 315.34 lacs for activities specified in schedule VII of the Companies Act, 2013. Details of CSR policy and the initiatives adopted by the Company on CSR during the year are available on the website of the Company at http://www.polymedicure.com/wp-content/uploads/2015/03/CSR_Policy_2015.pdf. The Annual Report on CSR as per Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure 5 to this Report in the prescribed format.

Vigil Mechanism/ Whistle Blower Policy:

The Company has a "Policy on Whistle Blower and Vigil Mechanism" to deal with instances of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The whistle blower Policy is displayed on the Companys Website viz, https://www.polymedicure.com/ wp-content/uploads/2023/02/vigil-mechanism-and-whistle-blower-policy.pdf.

Prevention of Sexual Harassment at Workplace

The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

During the year under review, no complaints were received by the Committee for Redressal.

Details in respect of Adequacy of Internal Financial Controls with reference to the financial statements

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Audit Committee of the Board reviews reports submitted by the independent internal auditors and monitors follow-up and corrective actions.

Particulars of Employees pursuant to Section 197(12)

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure-6.

Particulars of Employees and Related Disclosures in terms of 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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may send their email to cs@polymedicure.com.

Quality and Certification

At POLYMED, our utmost priority is delivering products that adhere to stringent global quality standards. Our Quality Management system forms the foundation of our commitment to excellence. All our products comply with international standards and regulatory requirements, reflecting our dedication to meeting the highest industry benchmarks.

We strive for continuous learning and improvement and adopt and implement world-class processes to enhance the quality of our offerings. Our products undergo rigorous quality tests, and our dedicated quality assurance team diligently monitors each stage of the manufacturing process. Additionally, we conduct thorough inspections to ensure that the products meet the standards. This unwavering focus on quality enables us to provide our customers with products that are reliable, safe, and of the highest quality fulfilling our purpose of "We Care as We Cure". Our associates are committed to a culture of quality inspired by all our stakeholders.

All our products are manufactured in strict adherence to the current Good Manufacturing Practices (GMP). To ensure compliance with these high-quality standards, we undergo regular internal and external quality audits. These audits verify that our quality systems align with the latest international standards, providing customers with products of superior quality.

Furthermore, our various manufacturing facilities have been certified from esteemed independent external agencies. These certifications include the ISO 9001:2015 for quality management system by DNV GL Business Assurance, EN ISO 13485:2016, and CE Certification by TUV SUD Product Service GmbH, Germany. POLYMED has also been granted USFDA 510K certification for some of its products for sale in the USA market.

Human Resources

Polymed acknowledges the pivotal role its employees play as a key asset, understanding that investing in them directly contributes to creating value for all stakeholders. With the companys expansion and execution of new projects, recruitment receives significant attention, successfully attracting skilled professionals at various levels.

The Management of Polymed is dedicated to fostering a supportive, nurturing and rewarding work environment. They achieve this through a range of employee engagement programs, empowering individuals to excel in their respective fields. Together, we strive to exceed expectations and make a positive impact in the lives of our stakeholders.

We are committed to maintaining a diverse, healthy and thriving workforce that imbibes our culture of empowerment, innovation, safety and well being. Our associates play a key role in decision making and providing impactful solutions in transformation of the organization.

The Human Resources department organizes training and development programs to continually enhance the skills and knowledge of the employees, ensuring their growth and success within the organization. Polymed takes immense pride in its diverse talent pool, comprising of approximately 28% female workforce.

Credit Rating

CRISILcontinuetoaccordtheCompany,theratingsonthebankfacilities of the Company as under:

Long-Term Rating CRISIL AA-/ Stable
Short Term Rating CRISIL A1+

Global Economic Volatility Risk

We take pride in our extensive geographical presence, which contributes to a diverse revenue mix for our company. Approximately one-third of our revenue is generated within India, reflecting our strong domestic market presence. The remaining two-thirds of our revenue comes from exports, indicating our success in serving international markets and reaching customers across the globe.

However, this exposes us to the uncertainties in the global economic, political, and financial landscape which has the potential to cause significant disruptions in supply chains.

Our procurement of raw materials relies on purchase orders, with suppliers sourced from both domestic and international markets. We maintain adequate stocks of raw materials to ensure continuity in manufacturing processes.

Regulatory Risk

The medical devices industry is one of the highly regulated industries worldwide. Governments and regulatory agencies around the globe impose strict standards and requirements on medical device manufacturers to ensure the safety, efficacy, and quality of medical devices being used by healthcare providers and patients. The regulations for medical devices vary from country to country. Compliance with these regulations is critical to gain and maintain market access and uphold the trust of healthcare professionals and consumers.

The company maintains a robust quality assurance and regulatory control mechanism, which ensures strict compliance at every level of its operations. To stay up-to-date with the latest developments in the regulatory landscape, regular regulatory trainings are organized for employees. These training sessions equip the staff with the necessary knowledge and understanding to adhere to the ever-changing regulations and guidelines in the industry. By prioritizing quality and regulatory compliance, the company demonstrates its commitment to delivering safe and reliable products and services to its customers while meeting all necessary regulatory requirements.

Foreign Exchange Risk

The Company engages in various operational transactions, including anticipated sales, purchases, and borrowings, that are denominated in foreign currencies. As a result, we are exposed to exchange rate fluctuations. Although we dont have a significant currency risk as were an export driven company, however, these fluctuations can have an impact on our financial results and overall performance, and therefore, managing these exposures is crucial to mitigate any potential risks and uncertainties associated with currency fluctuations.

To manage the risks arising from currency, our Company has implemented robust risk management policies, namely the Foreign Exchange Risk Management Policy and the Commodity Risk

Management Policy. By adhering to these policies, we actively engage in hedging activities to mitigate the potential impacts of adverse movements in foreign exchange rates and commodity prices.

Through a systematic and well-structured approach, we aim to safeguard our financial position and ensure stability and predictability in our operations.

Corporate Governance

Corporate governance for us is pivotal to drive our growth and development. It acts as catalyst to realise our vision and mission across the organisation and implement set of process and procedures of achieving our goals. Since our inception, we believed in adopting good governance practices for fulfilling our vision and mission. The Corporate Governance Report forms an integral Part of this Report and is set out separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct as applicable to them for the year ending on 31st Mar 2023 as per Regulation 26(3) of SEBI (LODR) ch, Regulations, 2015. A declaration to this effect as signed by the Managing Director is annexed with this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the provision of Regulation 34 of the Listing Regulation is provided in Annexure-7 forming part of Directors Report.

Listing

The Shares of your Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited, (NSE), Mumbai. The Listing fees to the Stock Exchanges for the year 2023-24 have been paid.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in "Annexure - 8" and forming an integral part of this Report.

Green Initiatives

As part of the Green Initiative, we propose to send documents such as Notices of General Meeting(s), Annual Reports and other shareholders communications for the year ended 31st March 2023 in electronic form, to the email addresses provided by you and/or made available to the Company by the Depositories. A copy of annual report shall be available on the website of the Company and for inspection at the registered office of the Company, during office hours. In case any member wishes to get Annual Report and other communication in physical form, he may write to the company and the same will be provided free of cost.

Electronic copies of the Annual Report 2022-23 and Notice of the 28th Annual General Meeting would be sent to all members whose email addresses are registered with the Company/Depository Participant(s).

For members who have not registered their email addresses, physical copies of the same would be sent in the permitted mode.

Significant and material or ders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Companys operations in future.

Other Disclosures

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Neither the Managing Directors nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Neither application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

No settlements have been done with banks or financial institutions.

Acknowledgements & Appreciation

The Directors take this opportunity to express their deep sense of gratitude to its Central and State Governments and local authorities for their continued co-operation and support.

They also would like to place on record their sincere appreciation for the commitment, hard work, and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of the Company including customers, dealers, suppliers, lenders,

Annual Report 2022-23 transporters, advisors, local community, etc. for their continued committed engagement with the Company.

The Directors would also like to thank the shareholders of the Company for their confidence and trust reposed in the management team of the Company.

For and on behalf of Board of Directors

7th August, 2023 D. R. Mehta Himanshu Baid
New Delhi Chairman Managing Director

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