RDB Rasayans Director Discussions


To the Members of Elnet Technologies Limited

Dear Member,

Your directors have great pleasure in presenting the Thirty Second Annual Report together with the Annual Audited financial statements of your Company for the Financial Year ended March

31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your company is stated hereunder:

( In Lakhs)

S. Particulars No

2022-23 2021-22
1. Revenue from operations 2460.83 2208.46
2. Other income 610.03 514.04
3. Total revenue 3070.86 2722.50
4. Expenses 1202.96 1028.88
5. Profit before exceptional items and tax 1867.90 1693.62
6. Exceptional items 0.00 0.00
7. Profit before tax 1867.90 1693.62
8. Tax expense 498.41 432.27
9. Profit for the period 1369.49 1261.35
10. Other comprehensive income, net of income tax -0.14 83.28
11. Total comprehensive income for the period 1369.36 1344.63
12. Earnings per share 34.24 31.53

PERFORMANCE OF THE COMPANY STATE OF THE COMPANYS AFFAIRS:

During the Financial Year 2022-23, there was no significant change in the business model of the company.

DIVIDEND

The Board of Directors at their meeting held on Monday, May 29, 2023, is pleased to recommend a dividend of 20% i.e., Rs. 2/- on the Equity Shares of the Company for the Financial Year ended March 31, 2023. The dividend, if approved by the Shareholders will be paid within the statutory period to all those equity shareholders whose names appear on the Register of Members of the

Company as on Tuesday, August 29, 2023 being the record date.

SHARE CAPITAL

During the year under review, your Company has not issued any type of Shares. Hence there is no change in the share capital of the company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year, the company has not issued any equity shares with differential rights.

ISSUE OF SWEAT EQUITY SHARES

During the Financial Year, the company has not issued any sweat equity shares.

TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to the General Reserve was made during the Financial Year.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of Seven Consecutive Years from the date of transfer to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for Seven Consecutive Years or more shall also be transferred to the demat account of IEPF Authority.

Transfer of Unpaid/Unclaimed Dividend Amount/Shares pertaining to the dividend declared in the Financial Year ended March 31, 2016, to Investor Education and Protection Fund (IEPF)

The due date for transfer of unpaid/unclaimed dividend amount and corresponding shares for the dividend declared during the Financial Year ended March 31, 2016, is July 18, 2023. In compliance with the provision, during the Financial Year 2023-2024, the Company had sent intimation to the eligible shareholders and will also issue advertisement in the newspaper seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more for the dividend declared during the Financial Year ended March 31, 2016. Accordingly, after the expiry of the due date for claiming the unpaid/ unclaimed dividend, the Company will transfer such unpaid or unclaimed dividends along with the corresponding shares for the

Financial Year ended March 31, 2016, to IEPF authority.

Details of shares/shareholders in respect of which dividend has not been claimed, will be provided on the website of the company www.elnettechnologies.com (Investors/ Compliances/

Unpaid Dividend Data/Year 2023). Members are requested to ensure that they claim the dividends and shares referred to above before they are transferred to the said Fund.

Members/claimants whose shares, and/or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on http:// www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF

Rules.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the ended Cash March 31, 2023, forms part of this Annual flow

Report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met 05 (Five) times during the Financial Year ended March 31, 2023. i.e.,

April 11, 2022, August 05, 2022, November 11, 2022, February 13, 2023, and March 30, 2023. The gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details regarding attendance of directors at the Board Meetings and the particulars of meeting of all Committees held during the Financial Year ended March 31, 2023, are given in the Corporate Governance report forming part of this Annual Report.

PASSING OF BOARD RESOLUTION BY CIRCULATION

During the Financial Year 2022-23, there were no resolutions passed through circulation.

AUDIT COMMITTEE

Pursuant to Section 177(8) of the Companies Act 2013, the Company has constituted an Audit Committee. The particulars of Composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

CHANGE IN DIRECTORS - APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION

APPOINTMENT:

During the Financial Year ended March 31, 2023, pursuant to the Articles of Association of the Company and reference to the resolution passed at the Meeting of Board of Directors are detailed below:

Thiru. Praveen Prabhakaran Nair (DIN: 07923959) was appointed in place of Thiru. Ajay Yadav, IAS., (DIN: 07785020) as Chairman and Non-Executive Additional Director of the company with effect from February 13, 2023.

Thiru. Arulmarianathan Louis John (DIN: 06637866) was appointed in place of Thiru. Praveen Prabhakaran Nair (DIN: 07923959) as Chairman and Non-Executive Additional Director of from March 30, 2023, subject to the approval of shareholders of the the company with effect

Company.

After the Financial Year 2022-23, Thiru. Aneesh Sekhar Somasekharannair (DIN: 07887010) was appointed in place of Thiru. Arulmarianathan Louis John (DIN: 06637866) as Chairman and Non-Executive Additional Director of the company with effect from May 29, 2023.

RESIGNATION

The Following Resignations which took place in the Board during the Financial Year 2022-23 due to change in Managing Director of Electronics Corporation of Tamil Nadu Ltd., (ELCOT): Thiru. Ajay Yadav, IAS., (DIN: 07785020) resigned from the Board of the Company with effect from February 13, 2023. The Board places its sincere gratitude for the services and support rendered by him during his tenure on the Board as the Chairperson and Non-Executive Director of the Company.

Thiru. Praveen Prabhakaran Nair (DIN: 07923959) resigned from the Board of the Company with effect from March 30, 2023. The Board places its sincere gratitude for the services and support rendered by him during his tenure on the Board as the Chairperson and Non-Executive

Additional Director of the Company.

After the Financial Year 2022-23, Thiru. Arulmarianathan Louis John (DIN: 06637866) resigned from the Board of the Company with effect from May 29, 2023. The Board places its sincere gratitude for the services and support rendered by him during his tenure on the Board as the Chairperson and Non-Executive Additional Director of the Company.

RETIRE BY ROTATION

Pursuant to Section 152(6)(c) of the Companies Act, 2013, Thiru. J. Ravi (DIN:00042953) and Thiru. C. Ramachandran (DIN: 00050893) retired by rotation at the 31st Annual General

Meeting of the Company held on Wednesday, September 07, 2023, and being eligible and willing, were re-appointed.

CHANGE IN KEY MANAGERIAL PERSONNEL

Following changes took place in Key Managerial Personnel During the Financial Year ended March 31, 2023.

Tmt. E. Kamakshi has resigned from the post of Chief FinancialOfficer of the Company due to personal reasons, w.e.f. October 20, 2022.

Tmt. D. Indumathi was appointed as the Chief Financial Officer of the Company w.e.f. February 13, 2023.

Ms. Divya Raj Gupta resigned from the post of Company Secretary and Compliance Officer of the Company due to personal reasons w.e.f. February 13, 2023.

Thiru. Ritesh Shivkumar Mishra was appointed as the Company Secretary and Compliance

Officer of the company w.e.f. February 13, 2023.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual Return as per the provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the Company www.elnettechnologies.com (Investor/Shareholder Communications/

Annual General Meeting / 32nd AGM)

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all the Independent Directors on the board of the Company as on the end of Financial Year 2022-23 confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and amendments made under thereto.

In the opinion of the Board, all the Independent Directors are persons of integrity and are experts in various fields of Finance, Law, Technology, Engineering and Commerce more than 20 years of vast experience. All the Independent Directors of the Company have complied with the provision of Section 150 of the Companies Act, 2013.

Hence in the opinion of the Board all the Independent Directors of the Company fulfill the conditions specified in the Listing Regulations . and areindependent ofthe management

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the report on Corporate Governance and Company Secretaries regarding compliance with the conditions of the certificate Corporate Governance has been furnished in the Annual Report as ANNEXURE-VI and forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis report has been annexed to the Boards Report as ANNEXURE-IV and forms part of the Annual

Report.

COMPLIANCE WITH CODE OF CONDUCT

The Company has drawn up a Code of Conduct for the Board of directors and Senior Management personnel of the Company. The Code of Conduct is available on the Companys website. All the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as of March 31, 2023.

As required under Regulation 34(3) and Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Tmt. Unnamalai Thiagarajan, Managing Director to this effect is annexed to the report on corporate governance which part of this Annual Report.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE). The Company has paid the applicable annual listing fees to the Stock Exchanges within the stipulated time.

DEMATERIALISATION OF EQUITY SHARES

As on March 31, 2023, 38,85,961 numbers of equity shares are held in Dematerialized form, which constitutes 97.15% of total shareholding. The Company urges its shareholders to dematerialize the remaining physical shares also at the earliest.

ACCEPTANCE OF DEPOSITS

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Directors hereby confirms that: a) In the preparation of the annual accounts, the applicable accounting standards been followed along with proper explanations relating to material departures wherever applicable. b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair of your Company as of March 31, 2023, and of the profit of your viewofthestateofaffairs Company for the year ended on that date. c) The Directors have taken proper and accounting records in accordance with the provisions of the Act for safeguarding the assets of your 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 your and that such internal financial and controls are adequate are operating effectively f) The Directors have devised proper systems to ensure compliance with the all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with the requirements of Section 135 and Schedule VII of the Companies

Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have framed a policy on CSR as recommended by the

CSR committee duly constituted and the said policy is available on the Companys website www.elnettechnologies.com. The composition and terms of reference of the CSR Committee are detailed in the Corporate Governance Report forming part of this Annual Report.

The disclosure on Corporate Social Responsibility initiatives during the Financial Year has been provided in ANNEXURE-III, which forms part of this Annual Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies

(Audit and Auditors) Rules, 2014, as amended, M/s. Selvam & Suku, Chartered Accountants,

Chennai, were appointed as Statutory Auditors of your Company in the 31st Annual General Meeting of the Company for a term of 5 years till the conclusion of 36th Annual General Meeting. The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and

Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been audited by M/s. Selvam & Suku, Chartered Accountants, Chennai.

The Independent Auditors 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 which requires any explanation/ comments by the Board.

SECRETARIAL AUDITOR

Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the

Secretarial Auditors of the Company for conducting the Secretarial Audit for the Financial Year

2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments by the Board.

The Secretarial Audit Report forms part of this Annual Report as annexed in Annexure-V and Its self-explanatory.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies

(Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. Ajay Kumar and Associates, Chartered Accountants, Chennai were appointed as the Internal Auditors of the Company for the Financial Year

2022-23.

The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk-based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2022-23, your Company has complied with applicable Secretarial

Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE - I attached herewith which forms part of this report.

The statement containing such particulars of employees as required 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, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard.

REMUNERATION RECEIVED BY MANAGING/ WHOLE TIME DIRECTOR FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:

Tmt. Unnamalai Thiagarajan the Managing Director of the company has received remuneration of

Rs. 14,00,000/- during the Financial Year 2022- 2023.

DETAILS OF REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

No revision of financial statements or the Boards Report occurred during the Financial Year.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

Steps taken or impact on conservation of energy Steps taken by the company for utilizing alternate sources of energy

The operations of the Company are not energy intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.

Capital investment on energy conservation equipments

B. Technology Absorption:

Efforts made towards technology absorption

Benefits derived like product improvement, cost reduction, product development or import substitution

Expenditure on Research & Development if any
Not Applicable
Details of technology imported if any
Year of import
Whether imported technology fully Absorbed

Areas where absorption of imported technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

Particulars Amount (In Lakhs)
Total Foreign exchange earned NIL
Total Foreign exchange outgo NIL

ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME

The Board has carried out an annual evaluation of its own performance, the directors and also Committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee under Self-evaluation method. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies

Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report. Further, the Independent Directors of the Company met once during the year on February 13, 2023, to review the performance of the Non-Executive Directors, Chairman of the Company, and performance of the Board as a whole. Details regarding familiarisation programme are also available on the website of the Company.

As per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2018/79 dated 10th May 2018, the followings details are being provided on Board evaluation.

Observations of board evaluation carried out for the year.

There were no observations arising out of board evaluation during the year as the evaluation indicates that the Board within its powers as enumerated hasfunctionedeffectively under the Companies Act, 2013 and in consonance with the Articles of Association of the Company.

Previous years observations and action taken.

There were no observations during the previous year warranting any action.

Proposed actions based on current year observations.

As there were no observations, the action to be taken does not arise.

NOMINATION AND REMUNERATION POLICY

The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience, and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board, based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on Directors appointment, remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The key highlights of the policy forms part of this Report. The Nomination and Remuneration Policy may be accessed on the Companys website at http://www.elnettechnologies.com/Document/nomination%20and%20 remuneration%20policy.pdf.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy governs the criteria for deciding the remuneration for Directors and Key Managerial Personnel. It is affirmed that the remuneration to Directors and Key Managerial Personnel is being fixed based on the criteria and parameters mentioned in the above-mentioned policy of the Company.

BOARD DIVERSITY

The Company recognizes and values the importance of a diverse board as part of its corporate governance and success. The Company believes that a truly diverse Board will leverage differences thought, perspective, experience, skill sets, age, ethnicity, religion, and gender, which will go a long way in retaining its competitive advantage.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected frauds or violation of the Companys code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The

Whistle Blower Policy covering all the employees and directors is available in the Companys website at http://www.elnettechnologies.com/Document/Whistle%20Blower%20Policy.pdf

PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes for the financial statements which form part of thisAnnual Report.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor, and mitigate the business, operational, financial, and other risks associated with the business of the Company.

The Company has been addressing risks impacting the Company in the Management

Discussion and Analysis Report which forms part of this Annual Report.

During the year the Company has not identified any element of risk which may threaten the existence of the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company firmly provides a safe, supportive, and friendly workplace environment a workplace where our values come to life through the underlying behaviours. A positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year, the Company has not entered into any new contracts / arrangements with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.

There are no materially signifi cant related party transactions that may have potential conflict with the interest of the company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) 24 are set out in Note No. 37 to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - II to the report. The policy on Related Party Transactions as approved and can be accessed at website of the company www.elnettechnologies.com/investors/compliances/Policy adopted by Board.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF THE COMPANIES ACCOUNTS RULES, 2014.

Change in nature of business, if any: NIL

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures, or associate companies during the year: N.A.

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

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companys operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system which commensurate with the size, scale, and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

COST AUDIT

Provisions relating to cost audits are not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The auditors of the Company have stated that during the course of their audit, there were no material fraud by the Company or on the Company by its officers or employees noticed or reported in Independent Auditors Report which forms part of this Report. Hence, there is nothing to report to the Audit Committee or Board of Directors of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no instances where your Company required the valuation for one-time settlement or while taking the loan from Banks/Financial Institutions.

PERSONNEL

Employee relations have been very cordial during the financialyear ended March 31, 2023. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to organizational goals.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the continued support and co-operation of Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., (ELCOT).

The Directors also thank the Bankers, Axis Bank - Thiruvanmiyur Branch, State Bank of India

- Industrial Finance Branch, Chennai, Canara Bank - Tidel Park Branch, Axis Bank - Chennai Main Branch, Mylapore and the Companys customers, dealers, vendors and sub-contractors for their valuable support and assistance extended during the Financial Year.

The Directors wish to place on record their appreciation of the good work done by all the employees of the Company during the year under review.

For and on behalf of the Board of Directors,

S. Aneesh Shekhar

Unnamalai Thiagarajan G. Chellakrishna
Chairman Managing Director Independent Director
DIN: 07887010 DIN: 00203154 DIN: 01036398

Place: Chennai

Date: May 29, 2023