silicon rental solutions ltd share price Directors report


To Dear Members, SILICON RENTAL SOLUTIONS LIMITED, (Formally known as Silicon Rental Solutions Private Limited)

Your Directors have pleasure in presenting 7th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2023.

1. FINANCIAL SUMMARY (STANDALONE):-

The Companys financial performance for the year under review along with previous years figures is given hereunder:- (Amount in Lakhs)

PARTICULARS

31st March, 2023 31st March, 2022
Revenue from Operations 3,629.62 2460.94
Other Income 5.29 6.97
Total Revenue 3,634.91 2467.91
Total Expenditure 2,218.90 1093.12

Profit/Loss before taxation

1416.01 1374.79

Less: Tax Expenses

Current Tax: 306.67 209.53
Deferred Tax: 20.60 141.95

Short Provisions for Tax adjustments in respect of earlier years

7.88 2.71
Corporate Social Responsibilities 13.50 -

Profit/loss( after tax)

1067.36 1020.60

Add: Balance B/F from the Previous Year

1599.35 578.75
Add: Share Premium 2132.16 -
Less: Share Issue Expenses 116.37
616.00 -
Less: Bonus Share Issue

Reserves & Surplus for the year

4,066.49 1599.35

2. OPERATIONS:-

Over the years, The Company have established its presence in almost 19 states and Union territory in India. The major portion of our revenue is contributed from Maharashtra. The other states which are contributing to our revenue include Haryana, Karnataka, Tamil Nadu and Gujarat. We provide different IT Hardware equipments on a rental basis across India.

The Company has reported total revenue of Rs. 3,629.62 Lakhs for the current year as compared to Rs. 2460.94 Lakhs in the previous year. The Net Profit for the year under review amounted to Rs. 1067.36 Lakhs in the current year as compared to Profit incurred in last year amounting Rs. 1020.60 Lakhs.

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3. TRANSFER OF RESERVES:-

During the year the Company has issued Bonus Shares amounting to Rs. 616/- Lakhs out of reserves. Further the Company has a Share Premium amounting to Rs. 2015.79 Lakhs after adjusting the expenses incurred by the Company for issue of Shares to the Public through Initial Public offer (IPO).

4. DIVIDEND:-

The Company at its Meeting held on 30 May, 2023 recommended dividend at the rate of 10% equivalent to the Re. 1/- per Equity Share for the Financial Year 2022-23. The payment is subject to the approval of the shareholders at the ensuing AGM of the Company to be held on July 05th, 2023.

5. LISTING ON STOCK EXCHANGES:

The Company originally incorporated as Private Company and after the reporting period, the Company was converted into a Public Limited Company vide special resolution passed in the members meeting held on July 06, 2022 and the name of the Company changed from Silicon Rental Solution Private Limited to Silicon Rental Solution Limited approved with effect from July 22, 2022. The Company got listing its securities with Bombay Stock Exchange (BSE) SME Board with Effect from 10th October, 2023.

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

During the year, there have been significant material changes and commitments that have had an impact on the financial position of the Company. The following changes and commitments are worth noting:

1. Conversion to Public Limited Company: The Company, originally incorporated as a Private Company, underwent a conversion to a Public Limited Company. This conversion was carried out through a special resolution passed in the members meeting held on July 06, 2022. Consequently, the Companys name was changed from Silicon Rental Solution Private Limited to Silicon Rental Solution Limited with effect from July 22, 2022.

2. Increase in Authorized Share Capital: The Company has increased its authorized share capital upto Rs. 11,00,00,000/-.

3. Issuance of Securities: The Company has successfully issued and allotted securities through various means, including Right Issue, Bonus Issue, and Initial Public Offer. These activities have resulted in an increment of paid-up share capital of Rs. 10,27,20,000 during the year.

4. Listing on Bombay Stock Exchange (BSE) SME Board: The Companys securities have been listed on the Bombay Stock Exchange (BSE) SME Board, effective from 10th October, 2023. This listing provides an opportunity for increased visibility and liquidity for the Companys shares.

These material changes and commitments have had a significant impact on the financial position of the Company, enhancing its capital structure and providing opportunities for growth and development. The Directors are confident that these actions will contribute to the long-term success and prosperity of the Company.

7. CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the company in the review period.

8. NOMINATION AND REMUNERATION POLICY AND OTHER DETAILS:

Pursuant to the Provisions of section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, the Company has duly constituted Nomination and Remuneration Committee (NRC) with composition of Independent Directors and Non- Executive Director. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://www.silicongroup1.com.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :-

The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority and Company generally enters into transactions, which are at arms length and in the ordinary course of business. The details of such transactions are given in form AOC-2 Attached with this report as Annexure A. The disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note – 23 to the Balance Sheet as on 31st March, 2023.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:- During the year under review there has been no any such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

11. AUDITORS:-

A. STATUTORY AUDITORS

Vinod Kumar Jain & Company, Chartered Accountants having firm registration No. 11513W, was appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of AGM held for the FY 2021-22 till the conclusion of AGM to be held for the FY 2026-27, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

B. SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act, 2013, Shanu Mata and Associates, Company Secretaries (FCS: 12161, CP: 17999), is appointed as secretarial auditor of the Company for the term of 3 Years commencing from the Financial Year 2022-23 till the Financial Year 2024-25.

C. INTERNAL AUDITOR

Pursuant to the provision of Section 138 of the Companies Act, 2013, M/s. Sahajwani Narang & Associates, is appointed as an Internal Auditor of the Company for the term of 3 Years commencing from the Financial Year 2022-23 till the Financial Year 2024-25

12. EXPLANATION TO AUDITORS REMARK:-

Auditors Report

The Auditors Report for financial year 2022-23 does not contain any qualification, reservation, or adverse remark. Hence, there are no explanations required for the same. The Report is enclosed with the financial statements in this Integrated Annual Report.

Secretarial Auditors Report

The Secretarial Auditors Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. Hence, there is no explanation required for the same.

The Secretarial Auditors Report is enclosed as Annexure B to the Boards report, which forms part of this Integrated Annual Report.

13. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER

THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GEOVERNMENT:-

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

14. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

During the year no company have become or ceased to be its subsidiaries, joint ventures or associate companies.

15. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from Mr. Rajesh Krishna Vyas (DIN: 00259086) and Mr. Manish Sehgal (DIN: 01193550) being independent directors of the Company under Section 149(7) of the Companies Act, 2013, and they meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.

16. SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING

AND OUTGO :

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:

i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company. ii. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Nil

Foreign Exchange Used - Rs. 20,31,686/-

18. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :-

The Company did not have any funds lying unpaid or unclaimed and there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

19. REMUNERATION RATIO AND OTHER DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL

(KMP) /EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ KMP of the Company are furnished as follows:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

(Amount in Lakhs)

Name of Director/KMP

Designation

Remuneration for F.Y. 2022-23 (Amount in thousand.) Remuneration for F.Y. 2021-22 (Amount in thousand.) Increase /(decrease) in remuneration from previous year % increase in remuneration from previous year

Sanjay Harish Motiani

Managing Director and Chairman

42.00 18.00 24.00 133%

Kanchan Sanjay Motiani

Whole time Director and CFO

36.00 18.00 18.00 100%

Anushka Sanjay Motiani

Whole time Director

12.00 7.2 4.80 67%

Nikhil Sanjay Motiani

Non-Executive Director

0.00 7.2 (7.2) Not Applicable

Himanshi Tiwari*

Compliance Officer & Company Secretary

2.55 0 Not Applicable Not Applicable

*Ms. Himanshi Tiwari appointed as the Company Secretary w.e.f 16th August, 2022. Hence, % increase in remuneration is not comparable.

1. The median remuneration of employees of the Company during the financial year was Rs. 85,283/-

2. In the financial year, there is 92% increase in the median remuneration of employees;

3. There were 52 permanent employees on the rolls of Company as on March 31, 2023;

4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees;

5. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

6. Details of top ten employees of the Company:

Details of employees under Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time: (Amount in Lakhs)

Sr. No.

Name of the Employ ee Designati on of the Employ ee Remuner ation Received annually (Rs.) Nature of employment , whether contractual or otherwise Qualifica tions and experienc e of the employee Date of commence ment of employme nt/ Resignatio n The age of such employ ee The last employm ent held by such employee before joining the Company The percent age of equity shares held by the employ ee in the Compa ny within the meanin g of clause (iii) of sub-rule (2) above, and Whethe r any such employ ee is a relative of any director or manage r of the Compa ny and if so, name of such director or manage r

1.

Bhaskar Rasam Senior Engineer 5.60 Permanent Graduation 01-04-2016 42 - 0.00 No

2.

Sanjay Kumar Senior Engineer 5.43 Permanent Graduation 01-04-2016 53 - 0.00 No

3

Bhavana Rasam Senior Accounta nt 5.13 Permanent Graduation 01-04-2016 40 - 0.00 No

4

Vrushali Patil Admin Head 4.95 Permanent Graduation 01-04-2019 45 - 0.00 No

5

Ganesh Dhumal Senior Engineer 4.83 Permanent Graduation 04-04-2016 40 - 0.00 No

6

Amol Sagvekar Senior Engineer 4.59 Permanent Graduation 01-04-2016 37 - 0.00 No

7

Aman Singh Senior Engineer 4.42 Permanent Graduation 01-04-2016 35 - 0.00 No

8

Rahul Pandey Junior Engineer 3.87 Permanent Graduation 01-05-2022 35 - 0.00 No

9

Sudhir Gulekar Junior Engineer 3.86 Permanent Graduation 01-04-2016 40 - 0.00 No

10

Shreya Chaurasi ya Digital Marketin g Head 3.60 Permanent Graduation 01-10-2022 24 - 0.00 No

No employees in the Company have been paid remuneration in excess of the limits prescribed under section 197 of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.

21. DISCLOSURES:

COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Pursuant to the provision of Companies act, 2013 and SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, composition of different Committees are as follows:

i) Audit Committee

Name of the Director

Status in Committee Nature of Directorship
Rajesh Krishana Vyas Chairman Independent Director
Manish Sehgal Member Independent Director
Kanchan Sanjay Motiani Member Whole Time Director & CFO

ii) Stakeholder Relationship Committee

Name of the Director

Status in Committee Nature of Directorship
Rajesh Krishana Vyas Chairman Independent Director
Sanjay Harish Motiani Member Chairman & Managing Director
Kanchan Sanjay Motiani Member Whole Time Director & CFO

iii) Nomination and Remuneration Committee

Name of the Director

Status in Committee Nature of Directorship
Manish Sehgal Chairman Independent Director
Rajesh Krishana Vyas Member Independent Director
Nikhil Sanjay Motiani Member Non-Executive Director

iv) Corporate Social Responsibility Committee

Name of the Members

Status in Committee Nature of Directorship
Sanjay Harish Motiani Chairman Chairman & Managing Director
Rajesh Krishna Vyas Member Independent Director
Kanchan Sanjay Motiani Member Whole Time Director & CFO

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risk associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company. The Vigil Mechanism/ Whistle Blower Policy have also been uploaded on the website of the Company i.e. https://www.silicongroup1.com.

22. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the Provision of Section 135 of the Companies Act, 2013, the Company fulfilling its CSR obligation through the Omkar Andh-Apang Samajik Sanstha, registered under Mumbai Trust Act, having registration under number Maharashtra state/Mumbai/3191/2010 G.B.B.S.D./F-43203 is established in 2010. The trust has been registered for undertaking CSR activities and having registration no. CSR00003196.

The Trust is engaged in various activities like upliftment of Eco-Socio backward Society by providing Health Education and Self-Employment and regularly undertakes the projects such as Sanitation, low cost housing and water resources in the urban area sponsored by State I Central Government.

As per the Companies Act, 2013, all companies having net worth Rs. 500 crores or more, turnover of Rs.1,000 crores or more or net profit of Rs.5 Crores or more during any financial year are required to spend at least 2% of average net profit of the Companys three immediately preceding financial year. Accordingly, the Company was required to spend Rs. 12,89,326/- (P.Y. NIL) towards CSR activities in financial year 2022- 23. Expenditure related to

Corporate Social Responsibility incurred as per Section 135 of the Co. Act, 2013 read with Schedule VII thereof Rs. 13,50,000/- (NIL).

CSR budget for 2022-23

Particular

Amount (In Rs.)
Profit before tax for the financial year 2019-20 2,47,32,784
Profit before tax for the financial year 2020-21 3,11,86,693
Profit before tax for the financial year 2021-22 13,74,79,389

Total Profit Before tax(PBT)

19,33,98,866

Average PBT for 3 years

6,44,66,289

2% of Average PBT for 3 years

12,89,326

CSR management:

The Board has constituted CSR committee for review and recommends CSR policies, CSR activities and CSR expenditure to the Board for their approval and monitors the progress and update the same to the Board of Directors at such interval as may be deemed fit. The CSR committee is constituted with following members:

Name of the Members

Status in Committee Nature of Directorship
Sanjay Harish Motiani Chairman Chairman & Managing Director
Rajesh Krishna Vyas Member Independent Director
Kanchan Sanjay Motiani Member Whole Time Director & CFO

Project to be taken up in 2022-23

S.N o.

Name of CSR Projects Areas/Subjects specified under Schedule VII of the Companies Act, 2013 Propose d Amount (in Rs.)* Manner of Execution (Direct or through Implementing Agency) Modalities of Utilization of Funds Implem entation Schedul e

Monitoring and Reporting

Details of Need & Impact Assessment, if any

1.

Housing Project

To undertake the Housing Project wherein it is proposed to provide affordable housing to about 1200 members of the Trust who are Blind, Handicapped, Deaf, Widow, Divorcee, Helpless women, mentally challenged, Orphans, Cancer, Dialysis, Kidney patients, Heart disease patients, HIV patients, Homosexual and the people below poverty line (BPL) etc.

13,50,00 0.00/-

Omkar Andh- Apang Samajik Sanstha

1. The CSR budget will be spent on CSR activities as approved by the Board on the recommendation of the CSR Committee. 2. Fund will be disbursed in phase/tranche wise depending on the nature of the project directly to the implementing agencies. 3. For certain projects reimbursement model may be followed. The funds will be disbursed after a financial assessment of the expenses Incurred. 4. In order to track the proper utilization of funds, where applicable designated staff or personnel will collect & cross-check financial documents like invoices, bills & receipts, bank statements, fund utilization certificate, etc.

During the Financia l Year

The monitoring mechanism will be undertaken by the CSR Committee through its members. The Company will also monitor project implementa tion on regular basis. The PM CARES fund is managed and monitored by the Governmen t of India through PMO. Hence it is not required to devise monitoring and reporting mechanism for the amount contributed into PM CARES Fund (if required)

Not Applicable since as per the MCA circular Rule 8(3) (a), Company does not have an average CSR obligation of INR 10 Crore or more in the three immediately preceding financial years

*Total CSR Amount for the F.Y. 2022 -23 Rs. 13,50,000/-

23. FINANCIAL STATEMENTS:

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respect with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.

24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

25. COST RECORDS:-

Maintenance of cost records as specified by Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

26. SEXUAL HARASSMENT:

The Company has adopted policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act. The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are Rajesh Krishna Vyas (DIN: 00259086), Manish Sehgal (DIN: 01193550), Kanchan Sanjay Motiani (DIN: 07314480), Sanjay Harish Motiani (DIN: 07314538), Anushka Sanjay Motiani (DIN: 07395256) , Nikhil Sanjay Motiani (DIN: 07570586).

Appointment of Director:

During the year, the Company has appointed Mr. Rajesh Krishna Vyas (DIN: 00259086) and Mr. Manish Sehgal (DIN: 01193550) as an Independent Director of the Company with effect from May 23, 2022 and Ms. Himanshi Tiwari appointed as Company Secretary and Compliance Officer of the Company with effect from August 16, 2022.

Further, during the year the Designation of directors changed as follows:

- Ms. Anushka Sanjay Motiani changed from Director to whole time Director with effect from August 20, 2022. - Mr. Sanjay Harish Motiani changed from Director to Managing director with effect from May 23, 2022 and

- Mrs. Kanchan Sanjay Motiani changed from Director to whole time Director and Chief Financial Officer (CFO) with effect from August 20, 2022

Resignation of Director:

There was no resignation of director in the Company during the year. Mr. Rajesh Srichand Khanna resigned from the position of Chief Financial Officer (CFO) with effect from June 17, 2022.

28. BOARD EVALUATION

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual directors including independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

29. EXTRACT OF ANNUAL RETURN:-

The Company has uploaded the extract of Annual Return on the website maintained by the Company i.e. www.silicongroup1.com

30. NUMBER OF MEETINGS OF THE BOARD:-

During the Financial Year 2022-23, the Board of Directors met 18 times in total physically/virtually and the intervening gap between two meetings was within the period prescribed under Section 173 of the Companies Act, 2013 along with Rules made there under.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as Annexure - III in the Annual Report and forms a part of the Annual Report.

32. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted all the required policies which are applicable to the Company and are available on the Companys website www.silicongroup1.com.

33. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:- (i) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

(vi) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

34. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The company has framed the Risk Management Policy which highlights the Companys practices and risk management framework for the identification and management of uncertainty. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has implemented a Risk Management Framework for the management and oversight of material risks and internal control. The Risk Management Framework is designed to address risks that have been identified to have a material impact on the Companys business and to ensure that the Board regularly reviews the risk management and oversight policies.

35. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has robust and comprehensive Internal Financial Control system commensurate with the size scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The policies and procedures adopted by the company to ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

The Internal Auditors and the Management continuously monitors the efficacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an effectiveness of the organizations risk management with regard to the Internal Financial Control system.

Audit Committee meets regularly to review reports submitted by the internal auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statement, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

36. GENERAL:

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

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Neither the Managing Director nor the Whole time Directors of the Company receive any commission.

4. Particulars of Loan, Guarantees or Investment U/s. 186.

5. Separate Section containing a Report on performance and Financial Position of each of Subsidiaries, Associated & Joint Ventures included in the Consolidated Financial Statement of the Company.

6. Voluntary revision as per Section 131 of the Companies Act, 2013.

7. Any application has been filed or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

8. Any one time settlement with any Banks or Financial Institutions.

37. ACKNOWLEDGEMENTS:-

The directors of your Company acknowledge the co-operation and assistance extended by various department of Central and State Government and others. The board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders.

For and on behalf of the Board of Directors

SD/- SD/-
Sanjay Harish Motiani Nikhil Sanjay Motiani

Date: May 30, 2023

Chairman & Managing Director Director

Place: Mumbai

DIN- 07314538 DIN- 07570586