revathi equipment ltd Directors report

<dhhead>DIRECTOR REPORTS</dhhead>

Dear Members,

Your directors have pleasure in presenting the 46th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL RESULTS

( in Lakhs)

	Standalone		Consolidated
	2023	2022	2023	2022
Total Revenue (including other income)	30,607.72	6,141.53	32,969.66	8,455.28
Total Expenditure (including Finance Cost)	28,169.60	6,076.04	30,243.29	8,276.99
Finance Cost	119.05	93.53	119.05	93.53
Profit /(Loss) before tax for the period	2,438.12	65.49	2,726.37	178.29
Tax Expense	771.25	-98.23	800.74	-77.96
Profit /(Loss) for the period (After tax and Exceptional Item)	1,666.87	163.72	1,925.63	256.25
Non-controlling Interest (in-case of consolidated)	0	0	915.17	793.56
Capital Reserve	3,468.64	3,400.30	3,468.64	3,400.30
Capital Redemption Reserve	182.89	182.89	182.89	182.89
General Reserve	1,641.27	1,641.27	1,641.27	1,641.27
Retained earnings	4,739.47	3,140.94	5,051.94	3,285.21
Legal/ Statutory Reserve	0	0	69.26	69.26
Consolidation Adjustment Reserve	0	0	215.11	215.11

 

RESULTS OF OPERATIONS

On a standalone basis, during the year, your Company has earned revenue from operations to the extent of Rs. 30,173.66 lakhs as against Rs. 5,704.64 lakhs in the previous year. The expenditure incurred during the year under review was Rs. 28,169.60 lakhs as against Rs. 6,076.04 lakhs in the previous year. After tax expense of Rs. 771.25 lakhs during the year under review, the profit for the year stood at Rs. 1,666.87 lakhs as against an after tax profit of Rs. 163.72 lakhs in the previous year.

The total consolidated revenue from operations of your Company for the year ended 31st March, 2023 was Rs. 32,505.60 lakhs compared to Rs. 7,959.53 lakhs in the previous year and the expenditure incurred was Rs. 30,243.92 lakhs against Rs. 8,276.99 lakhs in the previous year which resulted in a consolidated profit before tax of Rs. 2,726.37 lakhs during the year as against Rs. 178.29 lakhs in the previous year. After tax expense of Rs. 800.74 lakhs during the year under review, the consolidated profit for the year stood at Rs. 1,925.63 lakhs as against Rs. 256.25 lakhs in the previous year.

SCHEME OF ARRANGEMENT AMONGST RENAISSANCE ADVANCED CONSULTANCY LIMITED ("RACL") AND RENAISSANCE CONSULTANCY SERVICES LIMITED ("RCSL") AND RENAISSANCE STOCKS LIMITED ("RSL") AND REVATHI EQUIPMENT LIMITED ("REL") ("THE COMPANY") AND SEMAC CONSULTANTS PRIVATE LIMITED ("SCPL") AND RENAISSANCE CORPORATE CONSULTANTS LIMITED ("RCCL")

The National Company Law Tribunal, Chennai Bench has vide its order dated 14th June 2023 and received certified copy of Final Order dated 21st June 2023 sanctioned the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") with effect from the appointed date of 1st April, 2022. The said order was filed with the Registrar of Companies, Coimbatore on 10th July 2023 pursuant to which the Scheme has come into effect. Accordingly, the financial statements for the year ended 31st March, 2023 have been presented giving effect to the said Scheme of Arrangement.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, consequent to the scheme of arrangement, the business of demerged undertaking of Renaissance Advanced Consultancy Limited (RACL) and the business of Renaissance Stocks Limited (RSL) was merged with our Company and further our Company has demerged its business of designing, engineering, manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants Limited (RCCL) (now Revathi Equipment India Limited REIL). Further, the business of Semac Consultants Private Limited (SCPL) has been merged with our Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has one subsidiary namely M/s. Semac and Partners, LLC - a subsidiary within the definition of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015.

The consolidated financial statements of the Company were prepared in accordance with the applicable accounting standards and have been annexed to the Annual Report.

The annual accounts of the subsidiary company are posted on the website of the Company viz. https://semacconsultants.com/ and will also be kept open for inspection by any shareholder at the Registered Office of the Company.

However, the Company does not have any Joint Venture or Associate Companies

ACCOUNTS OF SUBSIDIARY

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiary and the salient features of the financials of Subsidiary Company are provided in the prescribed format AOC -1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Company and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website https://semacconsultants. com/ under the section Investor Relations.

RESERVES

The Company has not transferred any amount to its reserves during the year under review. However, the net profit of Rs. 1,666.87 lakhs has been carried forward under the head Retained Earnings.

DIVIDEND

Your Directors are pleased to recommend, subject to the approval of the shareholders, a dividend of Rs. 5.00 per share, i.e., at the rate of 50% for the year on the paid-up equity share capital of the Company as on the reporting date. The dividend, if approved, will be paid to the shareholders subject to deduction of tax at source.

FIXED DEPOSITS

The Company do not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under. Since the Company has not accepted any fixed deposit covered under Chapter V of the Companies Act, 2013, and there are no deposits remaining unclaimed or unpaid as on 31stMarch, 2023, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed Dividend required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 during the year under review.

CAPITAL STRUCTURE

The issued, subscribed and paid-up share capital of the Company as at 31st March, 2023 stood at Rs. 3,06,69,430/- divided into 30,66,943 Equity Shares of 10/- each and share issued pending allotment of the Company as at 31st March, 2023 stood at 5,03,650/- divided into 50,365 Equity Shares of 10/- each. During the year under review the Company has not made any fresh issue of shares.

However, pursuant to the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL") sanctioned by the National Company Law Tribunal, Chennai Bench vide order dated 21th June, 2023, the Board of Directors of the Company at their meeting held on 19th of July 2023 have allotted/ cancelled the following shares:

• Allotment of 4,57,000 Equity Shares of 10/- each to the Equity Shareholders of Renaissance Stocks Limited (RSL)

• Cancellation of 4,57,000 Equity Shares of 10/- each held by Renaissance Stocks Limited (RSL) in the Company

The amount of Rs. 5,03,650/- representing the value of 50,365 Equity Shares of Rs. 10/- each to be allotted pursuant to the scheme of Arrangement, has been shown under the head Share issued pending allotment in the financial statements.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-23 as required under the Companies Act, 2013 is available on the website of the Company and can be accessed at the link https:// semacconsultants.com/annual-return/

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. MDS & Associates LLP, Company Secretaries, Coimbatore, forms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their Meeting held on 29th July, 2023 have appointed Mr. Jainender Jain (DIN: 10234910) and Mr. Narinder Kumar (DIN: 06949708), as Additional Non-Executive and Independent Directors to hold office for a period of 5 years w.e.f. 29th July, 2023 and they hold office up to the date of this Annual

General Meeting in compliance with Regulation 17(1 C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, Mr. Jainender Jain and Mr. Narinder Kumar fulfils the conditions as specified under the Act read with the Rules made thereunder and the Listing Regulations for their appointment as an Independent Non-Executive Directors of the Company subject to approval of the shareholders in the ensuing Annual General Meeting. The Company has also received declaration from the appointee Directors that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act as well as Regulation 16(1)(b) of the Listing Regulations.

Mr. Harivansh Dalmia was appointed as Additional Director of the Company with effect from 29th August, 2023 and he shall hold office upto the date of this Annual General Meeting. Subsequently, Mr. Harivansh Dalmia was also appointed as the Whole-Time Director of the Company with effect from 29th August, 2023.

Mrs. Deepali Dalmia (DIN: 00017415) Director retires by rotation at the Annual General Meeting and being eligible, offers herself for re-appointment.

Accordingly, necessary resolutions proposing the appointment of Mr. Jainender Jain and Mr. Narinder Kumar as Independent Directors of the Company and Mr. Harivansh Dalmia as Director/ Whole-time Director of the Company and the re-appointment of Mrs. Deepali Dalmia have been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

During the year under review, Mr. T.P. Gandhimathinathan (DIN: 00013687) Non-Executive Non-Independent Director resigned from the Board with effect from 29th July 2023 and Mr. B.V. Ramanan (DIN: 00934602) and Mr. S. Sundarasamy (DIN: 08829760) Non-Executive Independent Directors resigned from the Board with effect from 29th August 2023. The Board wishes to place on record their sincere appreciation for the valuable contributions made by them during their tenure as Directors of the Company.

During the year under review, Mr. Nishant Ramakrishnan resigned as Company Secretary and Compliance Officer of the Company and Mr. Sudhir R resigned as Chief Financial Officer of the Company with effect from 19th July 2023. The Company appointed Ms. Aakriti Gupta as Company Secretary and Compliance Officer and Mr. Anuj Kumar as Chief Financial Officer of the Company with effect from 19th July 2023.

Key Managerial Personnel of the Company as required pursuant to Section 2 (51) and 203 of the Companies Act, 2013 are

1. Mr. Abhishek Dalmia - Chairman and Managing Director

2. Mr. Harivansh Dalmia - Whole-time Director

3. Mr. Anuj Kumar - Chief Financial Officer

4. Ms. Aakriti Gupta - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The details of remuneration and / or other benefits of the Independent director are mentioned in the

Corporate Governance Report. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Mr. V.V. Subramanian, Mr. Jainender Jain and Mr. Narinder Kumar

Pursuant to Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors Databank Registration Certificate issued by the Independent Directors Databank and Indian Institute of Corporate Affairs, received from all the Independent Directors of the Company were taken note of by the Board of Directors.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration Policy that spells out the criteria for determining qualifications, positive attributes and independence of a Director, and the policy on remuneration of Directors, Key Managerial Personnel and senior management employees including functional heads. The Policy enables and encourages the diversity of the Board and also provides the mechanism for the performance evaluation of the Chairman, individual Directors, Board of Directors and its Committees. The Board of Directors and the Nomination and Remuneration Committee of the Company periodically review the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration policy of the Company is available on the Companys website at https://semacconsultants. com/

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directors during the year 2022-23, and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

BOARD DIVERSITY POLICY

The Company recognizes and embraces the importance of a diverse Board in its success. A truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, age, race and gender etc., which will help the Company to retain its competitive advantage. The Policy on Board

Diversity has been adopted by the Company and available at the

website at https://semacconsultants.com/

FAMILIARIZATION PROGRAMS

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The details of the familiarization programmes imparted to independent directors is also available at the Company website at https://semacconsultants. com//investor-relations/familiarization-programme/

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and Key Managerial Personnel including senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/ Key Managerial Personnel or re-appoint / Key Managerial Personnel, as the case may be.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Nonindependent Directors, the Board as a whole and that of the Chairman of the Meetings.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

The Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter alia provides for the diversity of the Board and the mechanism for performance evaluation of

the Directors. The details of this policy can be accessed on the Companys website at https://semacconsultants.com/

BOARD AND ITS COMMITTEE MEETINGS

CONDUCTED DURING THE PERIOD UNDER REVIEW

The details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR

Committee and of the Meetings held and attendance of the Directors at such Board / Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms a part of this Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance, under the head, Audit Committee for matters relating to the composition, meetings, and functions of the Committee. The Board has accepted the Audit Committees recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of The Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Mr. Abhishek Dalmia

2. Mrs. Deepali Dalmia

3. Mr. V V Subramanian

4. Mr. Jainender Jain (Appointed on 29 th July 2023)

The Companys CSR objective is promoting education, eradicating hunger, poverty and malnutrition, promoting healthcare, including preventive health care and sanitation and making available safe drinking water, ensuring environmental sustainability, training to promote rural sports, rural development projects. The Company has developed a CSR policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013.

The Annual Report on Corporate Social Responsibility activities undertaken by the Company is furnished in Annexure II and is attached to this report.

The CSR Policy of the Company is available on the Companys

website in the link: https://semacconsultants.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details in respect of loans given, investments made and guarantee provided by the Company have been disclosed in the Notes to the financial statements. The Company has complied with provisions of Section 186 of the Companies Act, 2013 during the year under review and the Loans, Guarantees and Investments made by the Company do not exceed the limits approved by the members of the Company under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended) during the financial year 2022-23 were in the ordinary course of business and on an arms length basis. Since there are no transactions which are not on arms length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

The Policy on Related Party Transactions as approved by the Audit Committee and Board of Directors of the Company has been uploaded on the Companys website and may be accessed through the link at https://semacconsultants.com/

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

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Company has received approval from the Honble National Company Law Tribunal, Chennai bench vide order dated 14th June 2023 certified on 21st June 2023 to the Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited ("RACL") and Renaissance Consultancy Services Limited ("RCSL") and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited ("REL") ("the Company") and Semac Consultants Private Limited ("SCPL") and Renaissance Corporate Consultants Limited ("RCCL"). The scheme become effective from 10th July 2023 and appointed date for the scheme is 1st April 2022 . As per the scheme:

• Renaissance Advanced Consultancy Limited (RACL) and Renaissance Stocks Limited (RSL) has been merged with the Company.

• The Company has demerged its business of designing, engineering, manufacturing and marketing of blast hole drills to Renaissance Corporate Consultants Limited (now Revathi Equipment India Limited REIL).

• The business of Semac Consultants Private Limited (SCPL) has been merged with the Company.

• Subsequently, the Company is renamed to "Semac Consultants Limited (SCL)" and it shall continue the business of SCPL under the new name of Semac Consultants Limited (SCL).

• Thereafter, as on 27th July 2023 the Company has received new certificate of Incorporation pursuant to name change from Revathi Equipment Limited (REL) to Semac Consultants Limited (SCL) as per the Rule 29 of the Companies (Incorporation) Rules, 2014.

• The financial statements for the year ended 31st March, 2023 have been presented giving effect to the said Scheme of Arrangement.

Apart from the above, there have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, is presented in a separate section forming part of the Annual Report.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure III and is attached to this report.

STATUTORY AUDITORS

M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants, New Delhi, was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 43rd Annual General Meeting held on 25th September, 2020 for a period of 5 consecutive years till the conclusion of the 48th Annual General Meeting to be held in the year 2025.

The Company has received necessary consent letter and certificate from M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N), Chartered Accountants, New Delhi, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MDS & Associates LLP, Company Secretaries, Coimbatore to undertake the Secretarial Audit of the Company for the financial year 2022-2023.

The Secretarial Audit Report for the financial year 2022-2023 forms a part of the Annual Report and is attached as Annexure IV.

COMMENTS ON AUDITORS REPORT

a) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s SS Kothari Mehta & Co, Statutory Auditors.

b) Regarding the remarks made by M/s MDS & Associates LLP, Secretarial Auditors in their report, the management has assured timely and due compliance in future in this regard.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

The maintenance of cost records as specified by the Central Government and the appointment of Cost Auditors under the provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors has not reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has implemented and evaluated the Internal Financial Controls which provides a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The effectiveness of the internal controls, including the internal financial controls, of the Company are reviewed by the Audit Committee and by the Board annually. Further the Company has also appointed independent Internal Auditors who review and monitor the internal financial controls and their adequacy in the course of their audit. The Directors and Management confirm that the Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015, the Chairman and Managing Director and the Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented.

RISK MANAGEMENT

The Company has a structured risk management policy which is continuously reviewed by the Management and by the Board of Directors of the Company. The Risk Management Policy of the Company assists the Board in:

a) Safeguarding the organization from various risks through appropriate and timely actions.

b) Anticipating, evaluating and mitigating risks in order to minimize its impact on the business.

c) Ensuring that potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

d) Ensuring that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational etc have been identified and assessed.

The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is structured to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Company ensures that the Audit Committee as well as the Board of Directors are kept duly informed about risk assessment and management procedures and status. These procedures are periodically reviewed to ensure that the executive management monitors and controls risks.

HUMAN RESOURCES MANAGEMENT

The employees are the most important assets of the Company. The Company is committed to hiring and retaining the best talent and being among the industrys leading employers. The Company has also taken steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. For this, the Company focusses on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. The human resource management of the Company focuses on allowing the employees to develop their skills, grow in their career and to navigate to the next level.

PARTICULARS OF EMPLOYEES

The Company has 207 permanent employees on a standalone basis as of 31st March 2023. The disclosures as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure V.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Companys code of conduct. The policy on Vigil Mechanism is available in the website of the Company at https://semacconsultants.com/

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

The Company has been employing women employees in various cadres within the Office / factory premises. The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

• No. of complaints at the beginning of the year :NIL

• No. of complaints received during the year :NIL

• No. of complaints disposed off during the year :NIL

• No. of complaints at the end of the year :NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm that:

(a) in the preparation of the annual accounts for the financial year ending 31stMarch 2023, the applicable Accounting Standards have been followed and there are no material departures from those standards.

(b) the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2023 and of the profit of the Company for the financial year ended on that date.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts for the financial year ended 31st March 2023 on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation of the assistance and guidance provided by the Regulators, Stock Exchanges, and other statutory bodies. Your directors express their appreciation of the dedicated efforts and contributions made by the employees at all levels The Directors also place on record their appreciation of the continued support and recognition provided by the companys esteemed customers and bankers

	By Order of the Board For Semac Consultants Limited
PLACE : New Delhi- DATE : 29.08.2023	Abhishek Dalmia Chairman & Managing Director DIN:00011958