Ramky Infrastructure Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 17th Annual Report on the Companys business and operations together with Audited Financial Statements for the Financial Year ended March 31, 2022 and other accompanying reports, notes and certificates.

1) STATE OF COMPANIES AFFAIRS:

a. Financial Performance:

The table below depicts the financial performance of your Company for the financial year ended March 31, 2022:

(Amount in Rs.)

Particulars For the year ended 31-03-2022 For the year ended 31-03-2021
Total income 2,87,36,02,916 2,08,77,17,607
Total Expenditure 2,53,84,62,761 1,86,40,97,943
Profit / (Loss): before exceptional items & Tax 33,51,40,155 22,36,19,664
Less: Exceptional items 0 0
Profit / (Loss): before Tax 33,51,40,155 22,36,19,664
Less: Provision for Tax including Deferred tax 9,36,89,713 7,77,88,421
Profit / (Loss): after Tax 24,14,50,442 14,58,31,243
Earnings per equity share (Face Value of 10 ) (Not Annualized)
(a) Basic (in Rs) 20.76 13.10
(b) Diluted (in Rs) 20.76 13.10

b. Financial Highlights

The Company has reported total revenue of Rs. 2,87,36,02,916 for the current year as compared to Rs. 2,08,77,17,607 in the previous year. The Net Profit for the year under review amounted to Rs. 24,14,50,442 in the current year as compared to Rs. 14,58,31,243 in the previous year.

2) DIVIDEND:

With a view to strengthen the financial position of the Company, your Board of Directors have not recommended any dividend for the financial year 2021-2022.

The Board of Directors of the Company had approved the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"). The policy is also available on the website of the Company at https://www.manoramagroup.co.in/investors-policies.

3) RESERVES:

Your Directors have made the following appropriations out of the standalone profits of the Company:

Particulars Amount (in Rs.)
Balance as at the beginning of the year 76,62,16,525
Add: Net Profit for the year 24,14,50,442
Add: Total Comprehensive Income for the year (60,332)
Net surplus in the statement of profit & loss 100,76,06,635

Your Company does not propose to transfer any amount to the General Reserve.

4) NATURE OF BUSINESS:

During the year under review, there were no changes in nature of the business of your Company.

5) MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:

There have been no material changes and commitments, affecting the financial position of the Company which have been occurred between the end of the financial year of the Company to which the financial statements relates and the date of report.

6) SHARE CAPITAL STRUCTURE:

Particulars Amount in Rupees
Authorised Capital
3,00,00,000 Equity Shares of Rs. 10/- each 30,00,00,000.00
Total 30,00,00,000.00
Issued, Subscribed and Paid Up Share Capital
1,19,19,810 Equity Shares of Rs. 10/- each 11,91,98,100.00
Total 11,91,98,100.00

During the year under review the paid up share capital of the Company was increased due to allotment of 7,91,900 Equity shares of Rs. 10 each at a premium of Rs. 1,264 on Preferential basis.

7) SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES:

The Company does not have any company, which is its subsidiary, associate or joint venture. Hence submission of details in Form AOC-1 are not applicable to the Company.

8) RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered during the financial year under review were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act.

During the year under review, the Company has obtained shareholders approval in the Annual General Meeting held on September 29, 2021 for entering into the related party transaction with the related party Manorama Africa Limited for an aggregate amount of Rs. 125 crores for financial year 2021-22.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure I in Form AOC-2 and forms part of this Report.

9) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - II

10) EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) and 134(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the https://manoramagroup.co.in/investors-annual-report.

11) BOARD OF DIRECTORS:

The Directors on the Board are having rich experience and have a proven track record in the field of finance, taxation, accounting and management. The Directors of the Company have been appointed keeping in mind the Companys size, complexity and business.

During the year under review, the Board comprised of the below mentioned Ten (10) Directors:

Sr. No. Name Designation Date of appointment/Reappointment Date of cessation
1 Mrs. Vinita Saraf Chairperson and Managing Director March 25, 2006 Appointed as Managing Director w.e.f. April 1, 2017 Re-appointed as Managing Director w.e.f April 01, 2022
2 Mr. Kedarnath Agarwal Executive Director June 16, 2006 Re-designated from Non-Executive Director to Executive Director w.e.f. April 07, 2018
3 Mr. Gautam Kumar Pal Executive Director January 10, 2018 Appointed as Whole Time Director w.e.f March 22, 2022
4 Mr. Shrey Saraf Executive Director August 19, 2019 Appointed as Whole Time Director w.e.f April 22, 2022
5 Mr. Jose Vailappallil Joseph Independent Director August 19, 2019 -
6 Mr. Ashish Bakliwal Independent Director May 01, 2018 -
7 Dr. Neeta Kanwar Independent Director June 10, 2019 September 06, 2021
8 Mr. Nipun Sumanlal Mehta Independent Director March 05, 2021 -
9 Mr. Mudit Kumar Singh Independent Director September 06, 2021 -
10 Ms. Veni Mocherla Additional Independent Director December 22, 2021 -

Appointments and Re-designation

During the year under review Ms. Veni Mocherla (DIN: 08082163), was appointed as the Additional Independent Director of the Company with effect from December 22, 2021 subject to approval of members of the Company. Accordingly, the Board recommends a resolution in relation to her regularisation as Director of the Company for a term of 2 years. A brief profile along with the resolution seeking Members approval for her appointment forms part of the Notice of Postal Ballot.

Mrs. Vinita Saraf, Managing Director of the Company has been reappointed for period of 5 years from April 01, 2022 till March 31, 2027 subject to approval of members of the Company. Accordingly, the Board recommends a resolution in relation to her reappointment as Managing Director of the Company for a term of 5 years. A brief profile along with the resolution seeking Members approval for her reappointment forms part of the Notice of Postal Ballot.

Mr. Kedarnath Agarwal, Executive Director of the Company will be redesignated as Non- Executive Director with effect from date of shareholders approval. Accordingly, the Board recommends a resolution in relation to his redesignation as Non-Executive Director of the Company. A brief profile along with the resolution seeking Members approval for his reappointment forms part of the Notice of Postal Ballot.

Mr. Gautam Kumar Pal and Mr. Shrey Saraf, Executive Directors of the Company are redesignated as Whole Time Directors of the Company for a period of 5 years subject to approval of members of the Company. Accordingly, the Board recommends resolutions in relation to their redesignation as Whole Time Director of the Company. A brief profile along with the resolution seeking Members approval for their reappointment forms part of the Notice of Postal Ballot.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company. None of the Directors of your Company are disqualified as per provision of Section 164 the Companies Act, 2013 and the Listing Regulations.

Director retiring by rotation

In terms of the Section 152 of Companies Act, 2013, Mr. Gautam Kumar Pal, Director of the Company, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. A brief profile along with the resolution seeking Members approval for his appointment forms part of the Notice convening the ensuing Annual General Meeting.

12) KEY MANAGERIAL PERSONAL:

During the year under review, the following were the Key Managerial Personal of the Company:

Sr. No j Name Designation Date of Appointment
1. Mrs. Vinita Saraf Managing Director April 01, 2017
2. Mr. Ashok Kumar Jain Chief Financial Officer April 07, 2018
3. Ms. Divya Jajoo Company Secretary & Compliance Officer April 07, 2018
4. Mr. Gautam Kumar Pal Whole Time Director January 10, 2018
5. Mr Shrey Saraf Whole Time Director August 19, 2019

* Re-designated as Whole Time Director w.e.f. March 22, 2022

**Re-designated as Whole Time Director w.e.f. April 22, 2022

13) MEETING OF THE BOARD OF DIRECTORS:

As per Section 173 of the Companies Act, 2013, the Board is required to hold a minimum number of four meetings during the financial year During the Financial Year 20212022, the Board had met Eleven (11) times viz. June 14, 2021, July 09, 2021, July 20, 2021, August 11, 2021, August 14, 2021, September 06, 2021, November 01, 2021, December 22, 2021, February 08, 2022, March 22, 2022 and March 28, 2022. The intervening gap between the Board Meetings was within the limits prescribed under the Companies Act, 2013 and the Rules made there under.

For details of meetings of the Board and attendance, please refer to the Corporate Governance Report Annexure III, which forms a part of this Report.

14) BOARD COMMITTEE:

The Board has formed various Committees as required under the Companies Act, 2013 and the SEBI Listing Regulations (LODR), 2015 and amendment thereto. Detailed report on terms of reference, composition of Committees, number of meeting held during the year are provided in Corporate Governance Report Annexure III forming part of this Annual Report.

15. OTHER COMMITTEES:

During the year the Board at their meeting held on June 29, 2020 constituted a Committee with the name as "Finance and Operations Committee" to carry conveniently the increased finance and banking operations of the Company. The composition of the Committee is as follows:

1. Mrs. Vinita Saraf - Chairperson

2. Mr. Shrey Saraf - Member

3. Mr. Gautam Kumar Pal - Member

Terms and References of Finance and Operations Committee is as follows:

1) Review the Companys financial policies, banking arrangements, working capital and cash flow management and make such reports and recommendations to the Board with respect thereto as it may deem advisable.

2) Exercise all powers to borrow monies (otherwise than by issue of debentures or preference shares) within the limits approved by the Board and taking necessary actions connected therewith including refinancing for optimisation of borrowing costs.

3) Giving of guarantees/issuing letters of comfort/ providing securities within the limits approved by the Board.

4) Borrow monies by way of loan for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes including working capital requirements and possible strategic investments within the limits approved by the Board.

5) Provide corporate guarantee/performance guarantee by the Company within the limits approved by the Board.

6) Approve opening, closure, change of signatories and operation of current accounts with banks.

7) Carry out any other function as mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable.

8) Other transactions or financial issues that the Board may desire to have them reviewed by the Finance and Operations Committee.

9) Delegate authorities from time to time to the executives/ authorised persons to implement the decisions of the Committee.

10) Regularly review and make recommendations about changes to the charter of the Committee.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby 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 the Companies Act, 2013 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 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.

17. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

Your Company has in place the Nomination and Remuneration Committee of the Board (NRC), which performs the functions as mandated under the Act and the SEBI Listing Regulations.

The composition of the NRC is detailed in the Corporate Governance Report forming part of the Annual Report.

Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board has adopted the Remuneration Policy for Directors, KMP and other Employees and also policy on the Board Diversity, Succession Planning. NRC has formulated the criteria for determining qualifications, positive attributes and independence of an Independent Director and also criteria for evaluation of individual Directors and the Board / committees.

The remuneration paid to Directors, KMP and SMP of the Company are as per the terms laid down in the Policy. The policy on remuneration of Directors, Key Managerial Personnel and other Employees is available on the website of the Company at https://www.manoramagroup.co.in/ investors-policies.

18. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Further, the evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its committees and on the basis of the report of the said evaluation, the present term of appointment of Independent Directors shall be continued with the Company.

19. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on March 22, 2022, 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 flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of SEBI LODR, a detailed Management Discussion and Analysis Report forms an integral part of this Annual Report.

21. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of SEBI LODR, Business Responsibility Report is annexed and forms part of this Annual Report.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received a declaration from each of its Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Companies Act, 2013 & Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of the regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors of Indian Institute of Corporate Affairs, Manesar ("IICA"). All Independent Directors have given confirmation with respect to their registration with IICA for the above requirement. The Board opined that Independent Directors are having requisite integrity, expertise, specialized knowledge, experience and the proficiency. Further there has been no change in the circumstances affecting their status as Independent Director of the Company.

Terms and conditions for Independent Directors is available on the website of the Company at https://www. manoramagroup.co.in/investors-policies.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013.

24. RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Further Company has in place Risk Management Policy to developed risk management framework to implement and adhere to the policy to mitigate risk, avoid risk or take risk that cannot be mitigated or avoided for the benefit of the Companys business and growth.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has appointed M/s Mazars India LLP as Internal Auditors of the Company for the FY 2021-22. During the year, the Company continued to implement their suggestions and recommendations to improve the internal control system. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control measures in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

26. GREEN INITIATIVES:

The Company fully supports the Ministry of Corporate Affairs initiative to minimize the use of paper for all official communication. In line with this, the Company sends all notices and documents, including the Annual Report, to shareholders who have registered for the same, by e-mail. This has led to a significant reduction in paper consumption annually.

The Company has also given an advertisement in the newspapers dated September 07, 2021, encouraging the shareholders to update their email addresses with the depositories/ Registrar and Share Transfer Agents.

Electronic copies of the Annual Report and Notice of the 17th Annual General Meeting will be sent to all Members whose email addresses are registered with the Company/ Depository Participant(s). Members who have not registered their email addresses are requested to register the same with the Depository. Members may note that the Notice along with aforementioned documents shall also be available on the Companys website at https://manoramagroup.co.in/ investors-company-announcements#notices

27. CORPORATE SOCIAL RESPONSIBILITY POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) Committee. The Company has formed a CSR Policy, which is available on the website of the Company at https:// www.manoramagroup.co.in/investors-policies.

Annual report on Corporate Social Responsibility (CSR) activities for the financial year 2021-22 is annexed to this report as Annexure IV.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

29. SHARE REGISTRAR & TRANSFER AGENT (R&T):

The details of Registrar and Share Transfer Agent are as follows:

Name: Link Intime India Private Limited

Address: C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400 083, Maharashtra.

Contact details: 022 - 49186200; Website: www.linkintime.co.in

30. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted / renewed any Deposits from the public as covered under the provisions of Section 73 of the Companies Act, 2013 read with the Rules made thereunder.

31. AUDITORS AND THEIR REPORT:

a. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act, the Members at the 14th AGM held on September 30, 2019 had approved the appointment M/s. O P Singhania & Co. Chartered Accountants (Registration No: 002172C), as the Statutory Auditors of the Company for a period

of 5 (five) consecutive years from the conclusion of the 14th AGM till the conclusion of 19th AGM of the Company to be held in year 2024. Accordingly, the Statutory Auditors would hold office until the conclusion of the 19th AGM of the Company.

The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of Companies Act 2013.

Further the Board in its Board meeting held on May 11, 2022 has recommended for shareholders approval for increase in the remuneration of the Statutory Auditor from Rs. 500,000 (Rupees Five Lakhs Only) to Rs. 10,00,000 ( Rupees Ten Lakhs Only) per annum with effect from financial year 2021-22.

b. Cost Auditor:

In terms of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Accordingly, the Board at its meeting held on May 11, 2022, based on the recommendation of the Audit Committee, appointed M/s SN & Co, Cost Accountants (FRN. 000309) as Cost Auditors of the Company to conduct audit of the cost records of the Company for the FY 2022-23. A remuneration of Rs. 100,000 (Rupees One Lakh only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the ensuing AGM. Accordingly, Board recommend a resolution for seeking Members ratification for remuneration payable to the Cost Auditors for the FY 2022-23 is to be placed at the ensuing AGM and is included in the Notice convening the AGM.

M/s S N & Co have confirmed that they are free from disqualification specified in Section 141(3) and provison to Section 148(3) read with 141(4) of the Companies Act 2013 and also their appointment meets the requirement of Section 141(3)(g) of the Act. They have further confirmed their Independent Status and an arms length relationship with the Company.

During the year under review, the Cost Auditor had not reported any fraud under Section 143(12) of the Act and therefore, no details are required to be disclosed.

c. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and Rules made there under, the Company has appointed M/s. Mehta and Mehta, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2022. The Secretarial Audit report is annexed as Annexure V and forms an integral part of this report. There are no qualifications in the report except the following:

a) On perusal of the documents non-compliance of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is noticed wherein Dr. Neeta Kanwar (DIN: 03276749), Independent Women Director has resigned on September 06, 2021 and subsequently Ms. Veni Mocherla has been appointed on December 22, 2021. Therefore, there was delay of 18 days in the appointment of new Independent Women Director on the Board.

The Company, in spite of best efforts was unable to find a suitable candidate for the required position within the prescribed time under the act and was late by 18 days. Further a request letter for waiver of penalty to BSE Limited was submitted dated March 16, 2022.

b) On perusal of the documents, it has been observed that the Company has not filed e-form MGT-14 for renewal cum enhancement of credit facilities of Bank of Maharashtra approved vide Board Meeting dated April 08, 2021 and e-form MGT-14 for availing credit facilities from Federal Bank for car loan approved vide Board Meeting dated July 9, 2021.

The Company is in the process of filing an application for Condonation of Delay for the said forms.

During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore, no details are required to be disclosed.

d. Internal Auditor:

Pursuant to the provisions of Section 138 and rules made thereunder, the Board on recommendation of Audit Committee, in the Board meeting held on May 11, 2022 has appointed M/s APAS & Co. LLP (FRN: 000340C) as Internal Auditor of the Company for the FY 2022-23 at a remuneration of Rs. 800,000 (Rupees Eight Lakhs Only) plus applicable taxes and out of pocket expenses.

32. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in an Annexure VI and forms part of this report.

33. COMPLAINTS RELATING TO SEXUAL HARASSMENT:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has in place an Anti-Sexual Harassment Policy in line with the requirement pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted VISHAKA committee for redressal of any grievances. The following summary of the complaints received and disposed off during the financial year 2021-2022:

No of complaints received during the year 2021-2022 NIL
No of complaints resolved during the year 2021-2022 NIL
No of complaints pending during the year 2021-2022 NIL

34. CORPORATE GOVERNANCE REPORT:

Pursuant to Part C of Schedule V of the Listing Regulations a Report on Corporate Governance is provided in a separate section along with the Certificate from Mrs. Deepti Mehta, Practicing Company Secretary, on its compliance is annexed to this Report as Annexure III

35. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, the Company has Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of person who use this mechanism and direct access to the Chairperson. The Vigil Mechanism Policy is available on the website of the Company at https://www.manoramagroup.co.in/ investors-policies.

36. LISTING:

The equity shares of your Company are listed on BSE Limited as on March 31, 2022. Your Company has paid the Listing fees to the Stock Exchanges for the Financial Year 2021-22.

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

38. EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the Members of the Company, vide special resolution passed at the Annual General Meeting held on September 29, 2021, approved the Manorama Industries Limited Employee Stock Option Plan 2021 (MIL ESOP 2021).

The number of stock options available under ESOP 2021 are 2,38,396 (Two Lakh Thirty Eight Thousand Three Hundred and Ninety Six) exercisable into 2,38,396 (Two Lakh Thirty Eight Thousand Three Hundred and Ninety Six) equity shares. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (the SBEB Regulations).

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 are provided in Annexure VII to this Report and available on the website of the Company at https://manoramagroup.co.in/investors- company-announcements#others

39. MIGRATION TO MAIN BOARD OF BSE LIMITED:

Your Company migrated its Equity shares from the SME

Exchange of BSE Limited to the Main Board of BSE Limited on July 27, 2021. The Company is in process of getting listed on the main board of National Stock Exchange of India Limited as well.

40. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. 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;

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

e. There are no shares lying in demat suspense account/ unclaimed suspense account. Hence no disclosure is required to be given for the same.

f. No Sweat Equity shares were issued by the Company during the year under review.

g. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the Financial year 2021-2022.

41. ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at various locations, for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance.

Your Directors would also like to thank the shareholders, investors, customers, dealers, suppliers, bankers, government and all other business associates, consultants for their continued support extended to the Company and the Management.

On behalf of the Board of Directors
For Manorama Industries Limited
Vinita Saraf
Chairperson and Managing Director
DIN:00208621
Place: Raipur
Date: May 11, 2022