Salasar Exteriors & Contour Ltd Directors Report

To,

The Members,

Salasar Exteriors and Contour Limited,

Mumbai

Your Directors have pleasure in presenting their 6th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2024.

1. FINANCIAL SUMMARY

The Companys financial performance, for the year ended March 31st, 2024 is summarized below:

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

Amount in Lakhs

Particulars	For the year ended 31stMarch 2024	For the year ended 31stMarch 2023
Income from Operations	27.56	63.00
Other Income	421.97	108.67
TOTAL INCOME	449.53	171.67
Profit and (Loss) before Depreciation and Tax	439.09	86.09
Less: Depreciation	(4.74)	(4.73)
PROFIT BEFORE TAX	5.70	81.36
Less: Provision for Tax
- Current Tax	0	0
- Deferred Tax	0	0
- Excess provision of earlier year written back	0	0
- Adjustment of MAT	0	0
PROFIT AND (LOSS) AFTER TAX	5.70	81.36
Transferred to General Reserve	-	-
Surplus in the Statement of P & L Account	-	-

2. RESULT HIGHLIGHTS

The company continues to be engaged in the business of trading of real estate properties and building materials in Mumbai and there has not been substantial change in the nature of business of our Company.

The bottom line has also shown considerable Profit for the year (before tax) shown Rs. 5,70,474.52/- as compared to previous year of Rs. 81,35,881.44/- Further, there are no significant and material events impacting the going concern status and Companys operations in future.

3. DIVIDEND

Our Directors have recommended any dividend for the year under report.

4. TRANSFER TO RESERVE

Your Directors find it prudent not to transfer any amount to general reserve.

5. CHANGE IN SHARE CAPITAL

During the year paid up equity share capital of the Company is Rs. 10,29,48,350 divided into 102948350 shares of Rs. 1/-.

Further during the year the company has passed a resolution for Increase in Authorised Share Capital of the Company from Rs. 10,50,00,000 (Rupees Ten Crore, Fifty Lakhs only) divided into 10,50,00,000 (Ten Crore, Fifty Lakhs) Equity Shares of Re.1/- each to Rs 26,50,00,000 (Rupees Twenty-Six Crore Fifty Lakhs) divided into 26,50,00,000 (Twenty-Six Crore Fifty Lakhs) Equity Shares of Re. 1/- but the Filing of E-form SH-7 on ROC ( Mumbai) is still pending on date.

6. MAJOR EVENTS DURING THE F.Y.2023-24

1.During the year there has been sub-division of Equity Shares of the Company from Face Value Rs. 10/- each (Rupees Ten) to Face Value of Rs. 1/- (Rupees One),

2. Change in Registered office from from "A-922/923, Corporate Avenue, Sonawala Rd Nr Udyog Nagar Bhuvan, Goregaon East,

Mumbai City, Mumbai, Maharashtra, India, 400063" (present registered office) to "Office No. B Wing 802, 8th Floor, Kanakia

Wall Street, Andheri Kurla Road, Chakala, Andheri East, Mumbai 400093

7. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE I to this Report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at presentcomprises of:

Sr. No.	Name	Designation
1.	Shreekishan Joshi	Managing Director
2.	Videh Shree Kishan Joshi	Executive. Director
3.	Mahesh Atmaram Kasar	Non- Executive-Non Independent Director
5.	Mintu Shambhunath Kar	Additional Executive Director
6.	Prashant Suresh Sapkal	Non- Executive Independent Director
7.	Ashok Kumar Sewda	Non- Executive Independent Director
8.	Dinesh Kumar Biharilal Sharma	Non- Executive Independent Director
9.	Videh Shree Kishan Joshi	CFO
10.	Priyanka Rathore (Appointed CS & Compliance Officer w.e.f 02/08/2024)	Company Secretary Compliance Officer
11.	Sujoy Sircar (Resigned w.e.f 24/04/2024)	Company Secretary Compliance Officer

9. NUMBER OF BOARD MEETINGS

During the year under reference, 8 (Eight)) Board meetings were dated, 18/04/2023,30/05/2023, 14/08/2023, 05/09/2023, 06/10/2023, 01/11/2023, 06/01/2024 and 10/02/2024 properly convened & held.

10. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

11. REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Thedetails of this Policy are given in ANNEXURE II to this Report.

12. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE:

Committee Constitution is as follows:

Name of the Director	Designation	Nature of Directorship
1. Ashok Kumar Sewda*	Chairman	Independent Director
2. Dinesh Kumar Biharilal Sharma**	Member	Independent Director
3. Videh Joshi	Member	Executive Director

*Mr Ashok Kumar Sewda appointed as a Chairman w.e.f 06/10/2023

** Mr Dinesh Kumar Biharilal Sharma appointed as a Member w.e.f 06/10/2023

During the year, 7 (Seven) Audit Committee meetings were dated 18/04/2023,30/05/2023.14/08/2023,05/09/2023,06/10/2023,01/011/2023 and 06/01/2023 and properly convened & held.

Terms & Scope of Work of Committee:

1. Oversight of the Issuers financial reporting process and disclosure of its financial information to ensure that the financialstatement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors and fixation of audit fee;

3. Approval of payments to the statutory auditors for any other services rendered by statutory auditors;

4. Reviewing, with the management, the annual financial statements and Auditors report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be stated in the Directors Responsibility Statement to be included in the Boards report in terms of clause(c) of sub-section 3 of Section134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the Auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and 18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers off Audit Committee:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise if it considers necessary The audit committee shallmandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),submitted by management;

c) Management letters/letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

The quorum of Audit Committee shall be either 3 members or one third of the members of the Audit Committee whichever is greater with at least 2 Independent Directors.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Committee Constitution is as follows:

Name of the Director	Designation	Nature of Directorship
1. Ashok Kumar Sewda*	Chairman	Independent Director
2. Dinesh Kumar Biharilal Sharma**	Member	Independent Director
3. Videh Joshi	Member	Executive Director

*Mr Ashok Kumar Sewda appointed as a Chairman w.e.f 06/10/2023

** Mr Dinesh Kumar Biharilal Sharma appointed as a Member w.e.f 06/10/2023

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholders Relationship Committee include the following:

1. Considering and resolving grievances of shareholders, debenture holders and other security holders;

2. Redressal of grievances of the security holders of our Company, including complaints in respect of transfer of shares, non-receipt of declared dividends, balance sheets of our Company etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.;

5. Overseeing requests for dematerialization and Rematerialization of Equity Shares; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from time to time.

III. NOMINATION AND REMUNERATIONCOMMITTEE:

Committee Constitution is as follows;

Name of the Director	Designation	Nature of Directorship
1. Ashok Kumar Sewda*	Chairman	Independent Director
2. Dinesh Kumar Biharilal Sharma**	Member	Independent Director
3. Videh Joshi	Member	Executive Director

*Mr Ashok Kumar Sewda appointed as a Chairman w.e.f 06/10/2023

** Mr Dinesh Kumar Biharilal Sharma appointed as a Member w.e.f 06/10/2023

During the year, 1 (one) Committee meetings were dated, 06/10/023 and properly convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to our Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and our Board;

3. Devising a policy on Board diversity

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

5. Considering and recommending grant if employees stock option, if any, and administration and Super intendance of the same; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from time to time.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and(d)SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of our Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure II to this Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2024 and of the Loss of the Company for the saidperiod;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

No changes have occurred at global or local level which has affected the financial position of the Company.

18. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 except the following:

1. The Auditor has mention qualification in 31st March 2024 Auditor report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

22. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues relating to technology absorption are not quite relevantto its functioning. During the year under consideration the Company has spent/incurred foreign exchange equivalent to Rs. Nil.There is no foreign exchange earnings during the year.

23. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

25. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the year under review.

27. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

28. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THEREQUIREMENTS

UNDER CHAPTER V OF THE COMPANIES ACT 2013

During the year under review your Company has not accepted Deposits which are not in compliance with the requirements under Chapter V of Companies Act, 2013.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations except mentioned below:

1. Sebi has issued a Show Cause Notice No: SEBI/EAD-2/NH/YK/10727/2024- Dated March 15, 2024 against the below Noticee: a) SALASAR EXTERIORS AND CONTOUR LIMITED- Noticee-1 b) Shree Kishan Joshi - Noticee-2 c) Videh Shree Kishan Joshi Noticee-3

Further, the company has filed with SEBI an application under the Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018, and the same is pending for perusal.

30. INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

31. AUDITORS & REPORT OF THE AUDITORS

The Statutory Auditors, M/s. Doshi Maru and Associates, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company in the Board Meeting held on 9th April, 2018 who shall hold office till conclusion of the ensuing Annual General Meeting

Further M/s. Doshi Maru and Associates, Chartered Accountants were ratified in 1st Annual General Meeting as Statutory Auditors of the company

Further M/s. Doshi Maru and Associates, Chartered Accountants has raised qualifications, reservations or adverse remarks or disclaimers, in their Report on the accounts of the Company for the year under reference.

32. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s Abhilasha Chaudhary and Associates, Practicing Company Secretary, COP No: 23604, to conduct the Secretarial Audit and her Report on Companys Secretarial Audit Report is appended to this Report as ANNEXURE III. There are no qualifications, reservations or adverse remarks or disclaimers in the secretarial audit report except below:

Charges	Alleged Violations	Management Reply
Noticee 1
The Company failed to prepare and publish its financial statements as per the Generally Accepted Accounting Principles in Indian and the Accounting Standards which led to misrepresentation and misstatement in its financial statements for the FYs 2019- 20, 2020-21 and 2021-22.	Regulations 4(1)(a),(b)&(c), 4(2)(e)(i), 33(1)(a)&(c), and 48 of LODR Regulations.	1)The company and the management has taken utmost care in preparation of financial statements for the FYs 2019-20, 2020-21 and 2021-22,
		But first wave of the pandemic which lasted from March 2020 to August 2020 affected the Company management adversely. Further in the year 2021-22 whole India was recovering after impact.
		Due to non-occupancy of staff and lack of communication between the management of the company and Statutory auditor, the company was not able to fully abide with Generally Accepted Accounting Principles in Indian and the Accounting Standards
Noticee 2
Noticee 2 being MD of the Company was responsible for the day-to-day affairs of the company. By virtue of his position on the Companys Board, he is responsible for the acts, omissions and conduct of the Company. Hence, misrepresentation and misstatement in the companys financial statements are attributable to Noticee 3	Regulations 4(1)(a),(b)&(c), 4(2)(e)(i), 33(1)(a)&(c), and 48 of LODR Regulations read with Section 27 of SEBI Act and Regulations 4(2)(f)(i)(2), 4(2)(f)(ii)(2), 4(2)(f)(ii)(6), 4(2)(f)(ii)(7), 4(2)(f)(iii)(1), 4(2)(f)(iii)(3), 4(2)(f)(iii)(6), 4(2)(f)(iii)(7), and 4(2)(f)(iii) (12) of LODR Regulations.	Noticee 2 was being MD of the company shared a responsible position on the Board. Lockdown due to Covid-19 has an unprecedented effect on the economy of India and has severely affected the small industries and the start-ups. revenue generation was fallen as operations have been reduced.
		The revival of the company was the biggest challenge which was faced by the managing director.
		Above factor affected the decision of the managing director which almost lead to misrepresentation and misstatement in the companys financial statements
Noticee 3
Noticee 3 being ED & CFO of the Company was responsible for the day-to- day affairs of the company. By virtue of his position on the Companys Board, he is responsible for the acts, omissions and conduct of the Company. Hence, misrepresentation and misstatement in the companys financial statements are attributable to Noticee 3.	Regulations 4(1)(a),(b)&(c), 4(2)(e)(i), 3(1)(a)&(c), and 48 of LODR Regulations read with Section 27 of SEBI Act and Regulations 4(2)(f)(i)(2), 4(2)(f)(ii)(2), 4(2)(f)(ii)(6), 4(2)(f)(ii)(7), 4(2)(f)(iii)(1), 4(2)(f)(iii)(3 4(2)(f)(iii)(6), 4(2)(f)(iii)(7), and 4(2)(f)(iii)(12), of LCDR Regulations. Regulation 17(8) of LODR Regulations.	Noticee 3 was designated as ED & CFO of the
		Company, But due to long negative phase of COVID which affected the Business of the company, Noticee3 was unable to act responsibly which lead to mispresentation and misstatement in the companys financial statement.
Noticee 3 furnished false certification to the Board of Directors stating that financial statement presents true and fair view.		Further, the non-occupancy of staff and lack of communication between the management of the company and Statutory auditor also affected the decision of Noticee 3
		The intention of Noticee 3 was not malafide.

The Board of Directors of the Company here confirmed that according to the Companies working and business the company does not required to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

34. INTERNAL AUDITORS

The Company has appointed M/s B. B Gusani and Associates, Chartered Accountant Firm (Firm registration No. 140785W) as Internal Auditor of the company for the financial year 2023-2024.

35. POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Companys code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2023-24, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.salasarexteriors.com. The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.salasarexterior.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviorfrom an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

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

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ANNEXURE IV to this Report. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

38. CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

39. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 23/02/2024 for the F.Y. 2023-24.

The object of Independent Meeting was to review the performance of Non- Independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.

40. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2023-24

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

42. CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation, 2015 have not been appended to this report cause as per regulation 15(2) The compliance with the corporate governance provisions as specified in regulations 17, 17A 18, 19, 20, 21,22, 23,24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of a listed entity which has listed its specified securities on the SME Exchange.

43. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial officer and Company Secretary during the financial year 2023- 24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

44. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

45. MATERIAL EVENTS:

No material event during the Financial Year 2023-2024.

46. DETAILS OF APPLICATION MADE TO OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016) DURING THE YEAR ALON WITH THE STATUS:

The Company have not made any Application under Insolvency and Bankruptcy Code, 2016 nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 involving Company during the year under Review.

47. 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 THERE OF.

Our Company have not engaged itself in the valuation during the time of taking loan from Bank or Financial Institutions and hence there are no difference.

48. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Companys progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.

	For and on behalf of the Board of Directors
	Salasar Exteriors and Contour Limited
	Sd/-	Sd/-
Place: Mumbai	Shreekishan Joshi	Videh Joshi
Date: 04/09/2024	Managing Director	Director
	DIN: 05166595	DIN: 05168539