Promax Power Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

Promax Power Limited,

Chandigarh

Your Directors are pleased to present the 06^th Annual Report on the business performance and operations of your company together with the Audited Standalone and Consolidated financial statements of the company for the Financial Year ended March 31, 2023. The consolidated performance of the company and its associates has been referred to whenever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

The Boards Report is prepared based on the stand alone financial statements of the company.

				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	5457.22	3957.92	5457.22	3957.92
Other Income	40.60	17.30	40.60	17.30
Total Income	5497.83	3975.21	5497.83	3975.21
Less: Exp. for Cost of Material, Purchase of Stock in Trade, Change in Inventories, Employee benefit, and other expenses	5276.04	3806.72	5276.04	3828.68
Profit / (Loss) before Interest, Depreciation & Taxation (EBDITA)	221.79	168.49	221.79	146.53
Less: Finance Cost	162.30	128.57	162.30	106.61
Less: Depreciation	5.11	9.59	5.11	9.59
Add: Extraordinary items	-	-	-	-
Profit / (Loss) Before Prior Period and Tax (PBT)	54.38	30.33	54.38	30.33
Less Prior Period Item	-	-	-	-
Less: Provision For Taxation
Current Tax	13.69	-	13.69	-
Deferred Tax	(30.39)	10.09	(30.39)	10.09
Profit before share in net profit/(loss) of Associate	71.08	20.25	71.08	20.25
Share in Net Profit/loss in Associate	-	-	6.08	5.63
Profit (Loss) After Tax (PAT)	-	-	77.16	25.87
Profit carried to Balance Sheet	-	-	77.16	25.87

2. NATURE OF BUSINESS:

The company is engaged in the business of providing engineering, procurement, construction, project management and Commissioning services on a Turnkey basis to the Power Sector leveraging its proven project management and delivery experience of over 18 years, its construction capability, engineers and domain experts and there was no change in the business of the company during the year under review.

3. STATE OF THE COMPANIES AFFAIRS:

STANDALONE:

During the current period, your company has shown an increase in total revenue of Rs 5457.22 Lakhs as against Rs 3957.92 Lakhs in the previous year. The company has earned a net profit of Rs. 71.08 Lakhs as compared to Rs 20.25 Lakhs in the previous year. The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

CONSOLIDATED:

During the current period, your company has shown an increase in total revenue of Rs 5457.22 Lakhs as against Rs 3957.92 Lakhs in the previous year. The company has earned a consolidated net profit of Rs. 77.16 Lakhs as compared to Rs 25.87 Lakhs in the previous year.

4. BUSINESS OUTLOOK:

Financial year 2022-2023 has been challenging year for your company due to Global Inflation, Supply Chain Disruptions and Increase in Metal arising due to Omicron COVID-19 variant spreads and Russian Ukraine war. However, to accelerate the T&D sector, company is dedicated to increase the revenue, improving profitability, and actively pursuing new orders in the EPC sector. By expanding our reach and influence in infrastructure development, we aim to strengthen our position in the industry.

Our vision is to continuously grow and innovate, delivering exceptional value to our clients and stakeholders, and contributing to the advancement of our industry.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

6. DIVIDEND

The Company with view of reinvesting the profits into the growth and development of our core operations, we aim to enhance our competitive edge, improve our product offerings, and capitalize on emerging opportunities. Accordingly, the Directors have not recommended any Dividend on equity shares of the company for the year.

7. SHARE CAPITAL

During the financial year 2022-23 under review, the Shareholders on recommendation of the Board of Directors of the Company in their 05^th Annual general meeting held on September 30, 2022 have approved the increase in the Authorized Share Capital of the company.

The details of the same are as below:

Old Authorised Share Capital	New Authorised Share Capital
Rs 6,00,00,000 (Rupees Six Crore) divided into 60,00,000 (Sixty Lakh) Equity Shares of Rs 10/- each	Rs 13,00,00,000 (Rupees Thirteen Crore) divided into 1,30,00,000 (One Crore Thirty Lakh) Equity Shares of Rs 10/- each

Further, the company also took approval of the members in their Annual General Meeting held on 30^th September, 2022 for issuance and allotment of 20,00,000 (Twenty Lakh) Equity Shares of Rs. 10/- each as fully paid-up equity shares of the company on preferential basis to the non-promoters of the company and issuance and allotment of 45,00,000 (Forty Five Lakh) Equity Shares of Rs. 10/- each as fully paid-up equity shares of the company on preferential basis to the Promoters and Promoter Group of the company upon conversion of existing Unsecured Loan given by them to the company. Consequently, the company had issued and allotted 65,00,000 (Sixty Five Lakh) Equity Shares of Rs 10/- each as fully paid up equity shares of the company on preferential basis to the Non- Promoters, Promoters and Promoter Group.

Accordingly, with effect from 19^th November, 2022, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to Rs. 12,50,00,000/- divided in to 1,25,00,000 Ordinary Shares of Rs. 10/- each.

8. TRANSFER TO RESERVES

There is no requirement for transfer of the profit to the general reserves, therefore to provide an open-ended opportunity to utilize the profits towards the companys activities, during the year under review the Board have not considered it appropriate to transfer any amount to the general reserves.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an unclaimed dividend to investor education and protection fund during the FY 2022-2023.

10. DEPOSIT

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet. As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no non-compliance with any of the provisions of chapter V of the Companies Act, 2013.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook.

12. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, during the period under the review (i.e., FY 2022-23), our company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-2023.

13. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 22-23

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th Feb,2015, companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f 1st April, 2017. Accordingly, our company, during the year 2022-23 under the review, is listed on SME Platform of BSE Limited is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

14. EXTRACT OF THE ANNUALRETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is www.promax.co.in.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, Investment, guarantees and securities in respect of which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable have been compiled by the company.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Directors conform that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2023 the applicable accounting standards have been followed along with explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and of the profit of the company for the year ended that date;

(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a "going concern" basis;

(e) Proper internal financial controls are laid down and are adequate and operating effectively.

(f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

17. DIRECTORS & KEY MANAGERIALPERSONNEL

Your Companys Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [hereinafter referred to as "Listing Regulations"] Regulations, 2015 and provisions of the Articles of Association of the Company. As on the date of this Report, the Board of Directors comprises of four (4) directors which include two

(2) Executive Director and two (2) Independent Directors. The overall composition of Board of Directors includes one woman director. As on the date of this report, the Board of the company constitutes of the following Directors:

Sr. No.	Name of Directors/KMPs	Designation
1	Vishal Bhardwaj	Managing Director and Chairman
2	Shweta Bhardwaj	Non-Executive Director
3	Sanjay Kumar	Non-Executive Independent Director
4	Shilpi Jain	Non-Executive Independent Director

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Change in Directorship:

In accordance with provisions of Section 149, 150, 152, 160 read with Schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions (including any modification or re-enactment thereof), if any, of the companies Act, 2013 following change in the directorship has been undertaken:

The Designation of Ms. Shweta Bhardwaj was changed from Executive Director to Non-executive director in the board meeting held on August 16, 2022.

Ms. Shilpi Jain (DIN: 09052552) was appointed as Additional Director (Non-Executive and Independent) in the board meeting held on June 03, 2023

Re-appointment

In accordance with the provisions of section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Vishal Bhardwaj (DIN: 03133388) Managing Director who retires by rotation at the ensuing Annual General Meeting and is eligible, offers himself for his re-appointment. The board recommends his re-appointment for the consideration of the Members of the company at the ensuing Annual General Meeting. A brief resume and other details of the above director seeking re-appointment are provided in the Notice of Annual General meeting.

Resignation

Mr. Pawan Kumar Jain (DIN: 09134541) Non Executive Director of the company have resigned from the office with effect from August 16, 2022 on personal grounds. The Director have confirmed that the resignation is purely personal in nature and that there is no other material reason other than those provided. The Board placed on record the valuable guidance and support received from him during his tenure.

Mr. Siddharth Shukla (DIN: 09295562) Non Executive Independent Director of the company have resigned from the office with effect from June 03, 2023 on personal grounds. The Director have confirmed that the resignation is purely personal in nature and that there is no other material reason other than those provided. The Board placed on record the valuable guidance and support received from him during his tenure.

Key Managerial Personnel

Ms Puneet Kaur, Company Secretary of the Company have resigned from the office with effect from 14th August, 2023 on the personal grounds. The Board placed on record the valuable guidance and support received from her during her tenure.

18. NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 16 (Sixteen) times, Details of the Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held	Total Strength of the Board	No of directors present
23/05/2022	5	5
07/08/2022	5	5
16/08/2022	4	4
24/08/2022	4	4
07/09/2022	4	4
19/10/2022	4	4
20/10/2022	4	4
01/11/2022	4	4
06/11/2022	4	4
14/11/2022	4	4
15/11/2022	4	4
16/11/2022	4	4
18/11/2022	4	4
19/11/2022	4	4
11/02/2023	4	4
14/03/2023	4	4

In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Attendance of Directors at Board Meetings and Annual General Meeting

Name of Director	Category of Directors	Attendance
		Board	Last AGM
Mr. Vishal Bhardwaj	Managing Director	16	Yes
Ms. Shweta Bhardwaj*	Executive Director	16	Yes
Mr. Pawan Kumar Jain**	Non-Executive Director	2	No
Mr. Sanjay Kumar	Independent Director	16	Yes
Mr. Siddharth Shukla	Independent Director	16	Yes

* Ms. Shweta Bhardwaj appointed as non-executive director w.e.f 16^th August, 2022

** Mr. Pawan Kumar Jain resigned from the post of director w.e.f 16^th August, 2022

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.

Separate Meeting of Independent Directors of the Company

The Independent Directors met on 30th March 2023, without the attendance of Non-independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

19. COMMITTEES OF BOARD OF DIRECTORS

As on 31st March, 2023, the Board has 3 (Three) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework.

The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee

I. Audit Committee

Constitution & Composition of Audit Committee:

The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR), Regulations, 2015. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (LODR), Regulations, 2015 and Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

During the financial year ended 31st March, 2023, Audit Committee meetings were held on the following dates: (1) 28^th May, 2022 (2) 10^th August, 2022 (3) 14^th November, 2022 and (4) 20^th February, 2023 Attendance of Committee members during 2022-23 is as follows:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Sanjay Kumar	Chairman	Non-Executive- Independent Director	4	4
Siddharth Shukla	Member	Non-Executive- Independent Director	4	4
Vishal Bhardwaj	Member	Managing Director	4	4

II. Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

During the financial year ended 31st March, 2023, Nomination and Remuneration Committee meetings were held on the following dates:

(1) 17th May, 2022 (2) 16th November, 2022 (3) 23rd February, 2023 Attendance of Committee members during 2022-23 is as follows:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Sanjay Kumar	Chairman	Non-Executive- Independent Director	3	3
Siddharth Shukla	Member	Non-Executive- Independent Director	3	3
Pawan Kumar Jain*	Member	Non-Executive- Director	3	1
Ms. Shweta Bhardwaj	Member	Non-Executive- Director	3	2

* Mr. Pawan Kumar Jain resigned on 16^th August, 2022 and Ms. Shweta Bhardwaj become member after his resignation.

The Policy of nomination and Remuneration committee has been placed on the website of the company at www.promax.co.in and the salient features of the same has been disclosed under "Annexure - B"

III. Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

The Stakeholders Relationship Committee was constituted is in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee. The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Companys transfers of securities. It looks into redressal of shareholders/investors complaints related to transfer of shares, non-receipt of annual report, non-receipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

During the financial year ended 31st March, 2023, Stakeholders Relationship Committee meetings was held on 30th March, 2023. The attendance of each Member at the Stakeholders Relationship Committee Meetings held during the financial year 2022-23 is as follows

Attendance of Committee members during 2022-23 is as follows:

Name	Designation	Category	No. of Meetings held during the Period
			Held	Attended
Sanjay Kumar	Chairman	Non-Executive-Independent Director	1	1
Siddharth Shukla	Member	Non-Executive-Independent Director	1	1
Shweta Bhardwaj	Member	Non-Executive Director	1	1

20. EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

21. FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole. The Independent Directors also meet with senior management team of the Company in informal gatherings. Visits to plant and factorys locations are organized for the Directors to enable them to understand the business better. During the year 2022-23, the Company has conducted 1 programs for familiarizing the Directors for a total duration of 1.5 hours. Details of orientation given to the Directors in the areas of strategy/ industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.promax.co.in.

22. DETAILS OF THE COMPLAINT RECEIVED/ SOLVED/ PENDING DURING THE YEAR:

Sr. No. Nature of Complaint	Complaints received	Complaints Solved	Complaints pending
1 Non receipt of shares certificate after transfer etc.
2 Non receipt of dividend warrants	00	00	NIL
3 Query regarding demat credit	00	00	NIL
4 Others	00	00	NIL
Total	00	00	NIL

23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year 2022-23 were in the ordinary course of business and on arms length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto and as per Companys policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. Your directors draw attention of the members to note no. 24 to the standalone financial statement which sets out related party disclosures.

In Pursuant to the amendment made by SEBI in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the new materiality policy has been adopted by the Board on Material Related Party Transactions which is available on the website of the Company at www.promax.co.in/policies.php

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at www.promax.co.in

25. RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business. The Policy is available for at the Website of the Company at www.promax.co.in/policies.php.

26. CORPORATE SOCIAL RESPONSIBILITYINITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

The company believes in corporate excellence and social welfare. This corporate philosophy is the force behind integrating Corporate Social Responsibility (CSR) into corporate values, culture, operation and business decisions at all levels of the organization. Being a responsible corporate citizen, The Company has a value system of giving back to society and improving the life of the people and the surrounding environment. The company voluntarily undertakes CSR activities details of which are available on the website of the company http://www.promax.co.in/csr.php

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy :NA

II. the steps taken by the company for utilizing alternate sources of energy :NA

III. the capital investment on energy conservation equipment :NA

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption :NA

II. The benefits derived like product improvement, cost reduction, product development or import substitution: NA

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: NA

b) The year of import: NA

c) Whether the technology been fully absorbed: NA

d) If not fully absorbed, areas where absorption has not taken place, and the reasons there of: NA

e) The expenditure incurred on Research and Development: NA

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW EXCEPT MENTIONED IN THE AUDIT REPORT.

28. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

29. AUDITORS AND THEIR REPORT

- STATUTORY AUDITORS

M/s Raj Gupta & Co., Chartered Accountants (FRN: 000203N) has been appointed as Statutory Auditors of the company at the Board Meeting dated 29^th April, 2023 to fill up the casual vacancy in the office of the statutory auditor for the financial year 2022-2023. They are appointed by the board of directors to hold office till the conclusion of the ensuing Annual General Meeting and shall be further appointed by the members in the 06^th Annual General Meeting as per the agenda stated in the notice of the AGM.

The Statutory Auditors of the Company have submitted Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2023 along with financial of the Company forms integral part of this Report and is presented in a separate section forming part of the Annual Report. The reports do not contain any reservation, qualification or adverse remark. Information referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

- COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

- SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under M/s Prachi Prajapati & Associates, Company Secretaries, (COP: 23015) have been appointed as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the financial year 2022-23. The report of the Secretarial Auditor is enclosed to this report as "Annexure - C". With the reference to the remarks and observations of Secretarial Auditor, the following explanations have been submitted by Board of Directors.

Management Reply: The secretarial auditor has placed observations of non-filling of two ROC forms which were missed by the company inadvertently, our company will take necessary steps to comply with the applicable provisions. The company is in process of complying with the applicable Foreign Exchange Management Act, compliances of FY 2020-2021, However, there were no new transactions related to these in the FY 2022-2023, the period under review. The company will take necessary steps to furnish the stock exchange disclosures in future within stipulated time limits as per SEBI regulations.

- INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s S Lal Bansal & Co. Chartered Accountants, (Firm Registration No. 002664N), Chartered Accountant was appointed as an Internal Auditor of the company for the Financial year 2022-23. The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

30. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

31. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

32. INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES/ ASSOCIATE COMPANIES:

As on 31st March, 2023 the company has no subsidiaries. The Company has the following Associate Company at the end of this financial year.

1. Scholab Global Limited

Statement in Form AOC-1 Pursuant to the first proviso to Section 129 of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 shall be applicable in view of the above explanation, a statement containing the salient features of the financial statement of associate in the prescribed form AOC-1 is provided as "Annexure - A" to this Directors Report.

33. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Companys web link www.promax.co.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

34. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. The Company has constituted Internal Complaints Committee (ICC) for redressal of complaints on sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

35. CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates, expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

36. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the company.

	BY ORDER OF THE BOARD OF DIRECTORS OF
	PROMAX POWER LIMITED
	SD/-
Place: Chandigarh	VISHAL BHARDWAJ
Date: 07th September, 2023	MANAGING DIRECTOR & CHAIRMAN
Registered Office:
First Floor, SCO 69, Sector 38-C
Chandigarh-160036, India