south asian enterprises ltd share price Directors report

Your Directors present the 34^th Annual Report of your Company with the Audited Annual Accounts for the year ended 31^st March, 2023.

1. Financial Results		(Rs. in Lakhs)
	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Total Income	64.11	50.81
Less: Total Expenditure	87.42	82.73
Less: Interest	.05	0.15
Gross Profit/(loss)	(23.36)	(32.07)
Less: Depreciation	1.18	1.08
Profit/ (loss) before tax	(24.54)	(33.15)
Less: Provision for Taxation (Net)	0.00	0.00
LIMITED Add: Deferred Tax	(0.99)	0.09
Net Profit/ (loss) after tax	(25.53)	(33.24)
LIMITED Paid up Equity Share Capital	399.91	399.91
LIMITED (excluding calls in arrears)
Reserves excluding revaluation	250.73	275.30
LIMITED reserve
LIMITED Earnings per share (Rs.)	(0.64)	(0.83)

2. Management Discussion and Analysis LIMITED Financial Review

LIMITED Your Company recorded a total income of Rs. 64.11 lakhs and

LIMITED has incurred a net loss of Rs. 25.53 lakhs during the year under LIMITED review compared to previous years income of Rs. 50.81 lakhs

LIMITED and net loss of Rs. 33.24 lakhs. The revenue in the segment of the marketing of earthing products and execution of contracts for earthing and lightning protection systems has increasedLIMITED to LIMITED Rs. 26.72 lakhs i.e. by Rs.13.54 lakhs as compared to Rs. 13.17 lakhs in the previous year. The Companys dealings in LIMITED earthing materials and lightning protection systems including LIMITED installation in the electrical engineering segment have LIMITED been categorised under the head "Trading" for the purpose of segment reporting in the annual accounts for the year under review. LIMITED

Segment wise, the entertainment segment has not generated LIMITED any revenue, LIMITED the Trading segment revenue was Rs. 26.72 lakhs and other income accounted for Rs. 37.39 lakhs during the year under review. LIMITED

Industry Structure and Development LIMITED

Your Company had been able to execute the contracts awarded LIMITED to it in the electrical engineering under the trading segment. LIMITED

The power utilities, LIMITED electronics and other hi-tech centres, where earthing LIMITED is important, are its target customers apart from high-rise buildings, hotels, residential units, etc. However, ENTERPRISES sustained growth in this segment requires substantial capitalLIMITED ENTERPRISES infusion which remains a major constraint. The Company isLIMITED closely monitoring the current market scenario and economic ENTERPRISES situation in order to improve its growth. LIMITED

ENTERPRISES In amusement park LIMITED segment, the Amusement Park at ENTERPRISES Kanpur remained closed. LIMITED The operations of park could not

ENTERPRISES resume because the lease of park had not been renewed by LIMITED concerned authority inspite of vigorous follow up. However,

ENTERPRISES efforts are being made to resolve the matter at the earliest. LIMITED

ENTERPRISES The lease of Lucknow Park had expired in September 2019 LIMITED and the Company after LIMITED shutting down operations there in ENTERPRISES 2019 had proposed to handover the park to authorities. The

ENTERPRISES matter is not yet settled. However, it is expected that matter LIMITED ENTERPRISES might be resolved in near future. LIMITED

Outlook, Risks and Concerns

As already reported, the operation of amusement park at Kanpur has not resumed due to non- renewal of lease by concerned authority. With no inflows, the fixed expenses related to said park continue to pose challenge on revenues of the Company. The recurring loss in this segment is being closely monitored to keep it to the minimum. The trading segment, dealing in earthing and lightning protection systems business has garnered more revenue compared to previous year.

The Company has developed a risk management framework that includes identification and mitigation of risks. The

Company is taking all possible measures with a view to ensuring sustainable business growth and promoting a proactive approach in evaluating and resolving risks associated with the business.

Opportunities and Threats

The Company is exposed to normal industry risks attributable to respective segments. In order to meet the challenge of strained margins in amusement segment, the strategy is to get the lease of Kanpur renewed at the earliest and simultaneously to explore avenues for diversification. In trading segment, the Company deploys the latest technology for earthing and lightning protection installations, which leads to better protection from electrical hazards. The Company is aiming at spreading awareness of its products and also securing credentials from its existing clients about the superiority of its products to meet the challenge.

Internal Financial Control Systems

The Company has in place a proper and adequate system of internal control to monitor proper recording of transactions authorized according to prescribed policies and procedures. The Company ensures that all regulatory guidelines are complied with at all levels.

The Audit Committee reviews the internal control mechanism periodically.

Human Resource/ Industrial Relations Front

The relationship with the employees has remained cordial during the year and the Directors place on record their sincere appreciation in this regard.

Under the provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, there was no employee during the year drawing remuneration more than the stipulated amount in the said rules. The number of employees on the Companys rolls stood at 16 as on 31/03/2023.

Cautionary Statement

Statement in the "Management Discussion and Analysis" describing the Companys projections, estimates, expectations or predictions may be ‘forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companys operations include changes in government regulations, tax regimes, economic developments within the country and abroad and other relevant factors.

3. Dividend and Reserves

As Company has incurred loss during the year under review, no dividend is recommended by the Board and no amount has been transferred to the general reserve.

4. Material Changes & Commitments

The spread of COVID-19 pandemic across India and the globe had contributed to a significant decline in the economic activities. The amusement park operations were closed due to non- renewal of lease of park at Kanpur. The operations in trading of electrical goods was also affected due to slowdown

Other than the aforesaid, there were no material changes and commitments affecting the financial position of the Company during the year under review.

5. Board of Directors and Key Managerial Personnel (KMP):

Changes in Directors

Shri R. K. Goswami (DIN: 00106911) – Independent Director had left for his heavenly abode on 07/01/2023 and ceased to be the Director from the same date. The Board places its appreciation for the valuable contribution made by Late Shri R. K. Goswami during his tenure as Director.

Dr. R. L. Bishnoi (DIN: 00130335)-Independent Director, has resigned as Director of the Company vide his letter dated 07/05/2022, stating other preoccupations as reason for his resignation. The Board places its appreciation for the valuable contribution made by Dr. R. L. Bishnoi during his tenure as Director. Shri Prem Narain Parashar (DIN:09691343) was appointed as Independent Director w.e.f. 06/08/2022 for the first term of 5 years which was approved by members in AGM held on 27/09/2022.

Shri Adesh Kumar Jain (DIN: 00512969) was appointed as Additional Director in the category of Non-Executive, Independent Director by the Board on 13/02/2023 subject to requisite approvals. The Board recommends the appointment of Shri Adesh Kumar Jain as Independent

Director forfirstterm of 5 years as set out in the notice convening ensuing Annual General Meeting.

Shri Tej Bhan Gupta – Director (DIN: 00106181) aged about 82 years and Dr. (Mrs.) Neeraj Arora (DIN: 07191167) aged about 68 years shall retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends their reappointment. The Board in its meeting held on 24^th May, 2023 has re-appointed Shri Tej Bhan Gupta as Managing Director of the Company w.e.f. 30/09/2023 for a period of 3 years subject to approval of Members. The Board recommends his reappointment as Managing Director of the Company as set out in the notice convening the ensuing Annual General Meeting.

The Company has complied with the relevant provisions with respect to constitution of the Board during the year under review.

Changes in Key Managerial Personnel (‘KMP)

During the year, there was no change in Key Managerial Personnel except that Ms. Unnati Jani, Compliance officer resigned with effect from 17/12/2022 Mr. Vishesh Jain was appointed as Compliance officer with effect from 13/01/2023.

Details of remuneration paid to the Directors during the financial year ended 31/03/2023:

			(Amount in Lakhs)
Name of the Director	Salary	Perquisites	Sitting fee	Commission	Total
1 Shri Priya Brat	N.A.	N.A.	1.08	N.A.	1.08
2 Shri M. P. Mehrotra	N.A.	N.A.	0.12	N.A.	0.12
3 Shri K. K. Soni	N.A.	N.A.	N.A.	N.A.	N.A.
4 Shri R. K. Goswami*	N.A.	N.A.	0.76	N.A.	0.76
5 Dr. (Mrs.) Neeraj Arora	N.A.	N.A.	0.59	N.A.	0.59
6 Shri Anupam Mehrotra	5.60	N.A.	N.A.	N.A.	5.60
7 Shri T. B. Gupta	4.80	N.A.	N.A.	N.A.	4.80
8 Dr. R. L. Bishnoi@	N.A.	N.A.	N.A.	N.A.	N.A.
9 Shri P. N. Parashar$	N.A.	N.A.	0.68	N.A.	0.68
10 Shri Adesh Kumar Jain#	N.A.	N.A.	0.17	N.A.	0.17

* Died on 07/01/2023 @Resigned w.e.f. 07/05/2022 $ Appointed on 06/08/2022. # Appointed on 13/02/2023

6. Contracts with Related Party

No related party transaction has been made by the Company with promoters, directors or key managerial personnel etc. which may have potential conflict of interest with the

Company. The related party transactions, procedurally, are placed before the Audit Committee and if required, before the Board, specifying the nature, value and terms and conditions of the transactions. Where such transactions are entered in terms of omnibus approval accorded by the Audit Committee, the details are placed before the Audit Committee in its next meeting. In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangement entered into with Related Party is provided in Form AOC-2 attached as an Annexure A to this Report.

The summary of related party transactions has been disclosed under Note No. 33.05 in the Financial Statements of the Company as on 31/03/2023.

7. Annual Return Extract (MGT-9)

The reporting of extract of Annual Return in Form No. MGT-9 has been done away with pursuant to amendment in section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 w.e.f. 28/08/2020. Hence, the reporting of extract of Annual Return has not been made in this report. The Annual Return is now required to be placed on the website of the Company, in terms of Section 92(3) read with Section 134(3)(a) of the Act and link thereof is required to be given in the Boards Report. The Annual Return for the Financial Year 2021-22 is available on web link viz.: https://www.sael.com/annual-return/.

8. Corporate Governance

The Company is committed to meet the aspirations of all its stakeholders. Corporate Governance encompasses a set of systems and practices to ensure that the Companys affairs are managed in a manner which ensures accountability, transparency and fairness in all transactions. The objective is to meet stakeholders aspirations and societal expectations. The essence of corporate governance lies in promoting and maintaining integrity, transparency and accountability in the managements higher echelons. The corporate governance and provisions of the SEBI listing regulations are not applicable to the Company at present. Hence, separate report on corporate governance has been dispensed with. The Company, however, continues to follow the best corporate governance practices.

9. Board Meetings

During the year ended 31/03/2023, 4 (four) Board meetings were held in time in accordance with applicable regulations. The meetings were held on 30/05/2022, 06/08/2022, 12/11/2022, 13/02/2023.

Details of meetings attended by the Directors in the relevant period are as below:

Name of the Director	Whether Promoter/ Executive or Non- Executive/ Independent	No. of Board Meetings attended during F.Y. 2022-2023 and dates
1 Shri T. B. Gupta	Managing Director	4	30/05/2022
			06/08/2022
			12/11/2022
			13/02/2023
2 Shri K. K. Soni	Non-Executive	4	30/05/2022
			06/08/2022
			12/11/2022
			13/02/2023
3 Shri Priya Brat	Independent, Non-	4	30/05/2022
	Executive		06/08/2022
			12/11/2022
			13/02/2023
4 Shri R.K. Goswami@	Independent, Non-	3	30/05/2022
	Executive		06/08/2022
			12/11/2022
5 Shri M. P. Mehrotra	Non-Executive,	1	12/11/2022
	Promoter
6 Dr. (Mrs.) Neeraj	Non-Executive	4	30/05/2022
Arora			06/08/2022
			12/11/2022
			13/02/2023
7 Shri Anupam	Whole time Director	4	30/05/2022
Mehrotra			06/08/2022
			12/11/2022
			13/02/2023
8 Shri Prem Narain	Independent, Non-	3	6/08/2022
Parashar*	Executive		12/11/2022
			13/02/2023
9 Shri Adesh Kumar	Independent, Non-	1	13/02/2023
Jain**	Executive
10 Dr. R. L. Bishnoi#	Independent, Non-	0	-
	Executive

@ Ceased as Director w.e.f. 07/01/2023 due to his demise * Shri Prem Narain Parashar (DIN:09691343) was appointed as

Independent Director w.e.f. 06/08/2022 for the first term of 5 years which was approved by members in AGM held on 27/09/2022.

**Shri Adesh Kumar Jain (DIN: 00512969) was appointed as an

Additional Director w.e.f. 13/02/2023 in the category of Independent Director subject to requisite approvals.

# Resigned w.e.f. 07/05/2022.

10. Audit Committee

The Audit Committee as on 31/03/2023 comprised Shri Priya Brat - Chairman, Shri Prem Narain Parashar, Shri K. K. Soni and Shri Adesh Kumar Jain. During the year under review, Dr. R. L. Bishnoi resigned as Director w.e.f. 07/05/2022 and ceased to be member of Audit committee from the same date. Shri R.K. Goswami ceased to be

:: member of Committee w.e.f. 07/01/2023 due to his demise. Shri Prem Narain Parashar and Shri Adesh Kumar Jain were nominated on the committee by the Board on 06/08/2022 and 13/02/2023 respectively. Except as stated herein, there was no change in constitution of Committee during the year under review. Two third of the members of the Committee continue to be Independent Directors including its Chairman and during the year ended 31/03/2023, 4 (Four) meetings of the Committee were held on 30/05/2022, 06/08/2022, 12/11/2022, 13/02/2023. All recommendations made by the Committee during the year were accepted in entirety by the Board. . Details of meetings attended by the Directors in the relevant period are as below:

Name of the Director	Whether Chairman/ Member	No. of meetings attended during F.Y. 2022-2023 and dates
			30/05/2022
			06/08/2022
1 Shri Priya Brat	Chairman	4
			12/11/2022
			13/02/2023
			30/05/2022
			06/08/2022
2 Shri K. K. Soni	Member	4
			12/11/2022
			13/02/2023
			30/05/2022
3 Shri R.K. Goswami@	Member	3	06/08/2022
			12/11/2022
			12/11/2022
Shri Prem Narain
4 Parashar*	Member	2	13/02/2023
>5 Shri Adesh Kumar Jain**	Member	0	-
6 Dr. R. L. Bishnoi$	Member	0

* Nominated on 06/08/2022 by the Board. ** Nominated on 13/02/2023 by the Board.

@ Ceased to be member due to his demise on 07/01/2023. $ Resigned as Director w.e.f. 07/05/2022.

11. Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on 31/03/2023 comprised of Shri Prem Narain Parashar - Chairman, Shri Adesh Kumar Jain with Shri Priya Brat, and Dr. (Mrs.) Neeraj Arora as members of the committee. Shri Prem Narain Parashar and Shri Adesh Kumar Jain were nominated on the committee by the Board on 06/08/2022 and 13/02/2023 respectively. During the year under review, Dr. R. L. Bishnoi resigned as director w.e.f. 07/05/2022 and ceased to be member of Nomination and Remuneration Committee from the same date. Shri R.K. Goswami ceased to be constituent of Committee w.e.f. 07/01/2023 due to his demise. Shri P.N. Parashar was elected as Chairman of the Committee on 13/02/2023 due to cessation of Shri. R.K. Goswami as Chairman of Committee. 2/3^rd of the members continue to be Independent Directors including the Chairman of the Committee. During the year ended 31/03/2023, 3 (Three) meetings of the Committee was held on 30/05/2022, 06/08/2022, 13/02/2023. All recommendations made by the Committee during the year were accepted in entirety by the Board.

Details of meetings attended by the Directors in the relevant period are as below:

Name of the Director	Whether Chairman / Member	No. of Meetings attended during F.Y. 2022-2023 and dates
1 Shri R.K. Goswami*	Member	2	30/05/2022
			06/08/2022
2 Shri Priya Brat	Member	3	30/05/2022
			06/08/2022
			13/02/2023
3 Dr. (Mrs.) Neeraj Arora	Member	3	30/05/2022
			06/08/2022
			13/02/2023
4 Shri Prem Narain	Chairman	1	13/02/2023
Parashar$
5 Shri Adesh Kumar Jain@	Member	0	-
6 Shri R. L. Bishnoi**	Member	0	-

* Ceased as member w.e.f. 07/01/2023 due to his demise. $ Nominated on 06/08/2022 by the Board.

@ Nominated on 13/02/2023 by the Board.

** Resigned as director w.e.f. 07/05/2022 and ceased to be member of the Committee from that date.

12. Stakeholders Relationship Committee

As on 01/04/2022 the Stakeholders Relationship Committee comprised Shri K. K. Soni - Chairman, Shri T. B. Gupta-Member and Shri R. K. Goswami -Member. During the year ended 31/03/2023, 3 (Three meetings of the Committee were held on 26/04/2022, 21/12/2022 and 17/03/2023. There was no change in constitution of the Committee during the year under review except cessation of Shri. R.K. Goswami as constituent of Committee due to his demise.

Details of meetings attended by the Directors in the relevant period are as below:

Name of the Director	Whether Chairman/ Member	No. of Meetings attended during F.Y. 2022-2023 and dates
1 Shri K. K. Soni	Chairman	3	26/04/2022
			21/12/2022
			17/03/2023
2 Shri T. B. Gupta	Member	3	26/04/2022
			21/12/2022
			17/03/2023
3 Shri R. K.	Member	2	26/04/2022
Goswami*			21/12/2022

* Ceased as Director w.e.f. 07/01/2023 due to his demise and ceased to be member of Committee from the same date.

There was no complaint pending as at end of year under review.

13. Corporate Social Responsibility

The Company is not required to comply with provisions relating to corporate social responsibility since it does not meet the criteria of applicability of provisions of Section 135 of the Companies Act, 2013.

14. Evaluation of Board/Committees/Individual Directors The aim of the Boards evaluation is to assess the effectiveness of the Boards/Committees processes, composition and arrangement in order to identify and realize any actions required to improve their effectiveness. The

Companies Act, 2013 states that a formal annual evaluation needs to be carried out by the Board or Nomination and Remuneration committee or external agency of the Boards

:: performance and that of its Committees and individual directors. As per the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration

Committee is required to prescribe the manner for effective evaluation of performance of Board, its Committees and individual directors so that the evaluation can be carried out by the Board or the said Committee or an external agency appointed for this purpose. Further, Section 134 read with Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be carried out by the entire Board of Directors, excluding the director being evaluated. Independent Directors at its meeting carry out annually, the evaluation of Non-Independent Directors and the Chairman.

Board conducts on an annual basis an evaluation of the performance of the directors as to whether each director has sufficient into consideration multiple Board representations and other principal commitments.

The Board through its Nomination and Remuneration Committee has laid down the evaluation criteria for the performance of executive/ non-executive / independent directors through a peer-evaluation mechanism.

The evaluation process comprises:

Board, Committee and management information and other relevant documentation.

Discussions with all Board members, Committee members focusing on aspects of the Boards and Committees composition, strategy, risk and controls, decision-making, roles and performance of the Chairman, independent directors, executive directors and other non-executive directors.

Pursuant to provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board in its meeting held on 24/05/2023 has carried out the evaluation of its own performance and that of the Board Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee besides Individual Directors.

The evaluation has concluded that the Board and its

Committees are overall effective and that all concerned are fully committed to their tasks to ensure healthy corporate governance.

A separate exercise to review the performance of Non- Independent Directors and the Chairman was carried out by Independent Directors in their meeting held on 28/03/2023 besides other matters. Their conclusion on all issues discussed was satisfactory.

15. Independent Directors

The Independent Directors of your Company have complied with the relevant provisions of the law relating to their appointment and they continue to comply with the provisions of the Companies Act, 2013 and the listing regulations. In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the Listing Regulations, the Company has received declarations from all the Independent Directors of the Company stating that they continue to meet with the criteria of independence as provided in the Act and the Listing Regulations. Further, all the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

At present, the Independent Directors on the Board of the Company comprises Shri Priya Brat -Chairman with Shri Adesh Kumar Jain and Shri Prem Narain Parashar. During the year ended 31/03/2023, 1 (One) meeting of Independent Directors was held on 28/03/2023.

Details of meeting of Independent Directors attended by the Independent Directors in the relevant period are as below:

Name of the Director	Whether Chairman / Member	No. of Meeting(s) attended during F.Y. 2022 -2023 and dates
1 Shri Priya Brat	Chairman	1	28/03/2023
2 Shri Adesh Kumar Jain	Member	1	28/03/2023
3 Shri Prem Narain Parashar	Member	1	28/03/2023
4 Shri R.K. Goswami$	Member	0	-
5 Dr. R. L. Bishnoi#	Member	0	-

# Dr. R. L. Bishnoi resigned as Independent Director w.e.f.

07/05/2022. $ Shri R.K. Goswami ceased to be Director of Company w.e.f.

07/01/2023 due to his demise.

16. Evaluation and Training of Directors/Independent Directors Given the experience and qualifications of the Board members, the Board has not considered it necessary to engage external persons to facilitate the evaluation process as they themselves are accustomed to having their performance regularly evaluated. However, regular updates relating to regulatory, and industrys performance are provided to members of Board, besides any other aspect relevant to business of the Company. The Board also exercises an oversight of the training of Board /Committee members. The directors are thus kept abreast of requisite information about business activities of the Company and risks involved therein to enable them to discharge their responsibilities in the best possible manner. Further, at the time of appointment, the Company issues a formal appointment letter outlining his/her role, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on Companys website.

17. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the

Companies Act, 2013, the Directors hereby a. That in the preparation of the Annual Accounts for the financial year ended 31 ^st March, 2023, the applicable accounting standards have been followed, along with proper explanation relating to material departures; b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the

Company for that period; c. That they have taken proper and 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; and d. That they have prepared the Annual Accounts for the financial year ended 31^st March, 2023 on a ‘going concern basis; e. That Internal Financial controls are adequate and operating effectively; f. That 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 .

Disclosure relating to ratio of the remuneration of each director to the median employees remuneration is attached as Annexure -B.

18. Policies

The Nomination and Remuneration policy of the Company can be accessed at www.sael.co.in. This policy amongst others lays down eligibility and procedure for selection and appointment of Directors and key managerial persons besides criteria for remuneration thereof. There were no changes in the said policy during the year under review.

The other policies approved by the Board to facilitate operations and achieving optimal performance can be accessed at www.sael.co.in The combination of policies and procedures adequately addresses the risk associated with your Companys business.

19. Vigil Mechanism

Section 177 of the Companies Act, 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism.

Vigil (whistle blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy. The mechanism provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

This policy applies to all directors and employees of the Company. All directors and employees of the Company are eligible to make disclosures under this Policy in relation to matters concerning the Company.

20. Anti-sexual harassment mechanism

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. All women employees inter alia permanent, contractual, temporary, trainees are covered under this policy.

The Internal Complaints Committee is headed by Woman Director on the Board. There were no complaints received from any employee during the year under review and no complaints were pending as on 31/03/2023. care for

21. Auditors

Statutory Auditors

The Members of the Company had appointed M/s. Agiwal

& Associates-Chartered Accountants (FRN: 000181N) as Statutory Auditors, in the 33^rd Annual General Meeting ("AGM") held on 27/09/2022 for 2^nd terms of 5 years. The Board had been authorised by the members to fix their remuneration as may be mutually agreed between the Board and the Statutory Auditors from time to time. The Statutory Auditors have confirmed the Company for the Financial Year 2023-24.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors, on the recommendation of Audit Committee in its meeting held on 24/05/2023, has re-appointed M/s S. Bansal & Associates, Chartered Accountants, (FRN:002498N) as Internal Auditors of the Company for the Financial Year 2023-24.

Cost Auditor

The provisions relating to maintenance of cost records and Audit thereof are not applicable to your Company.

Secretarial Auditors

The Board in its meeting held on 24/05/2023 had reappointed M/s. A Aggarwal & Associates- Company Secretaries

(COP No.: 7467) as Secretarial Auditors for the financial year 2023-24 who were also the Secretarial Auditors of the Company for the financial year 2022-23 in compliance with Section 204 of the Companies Act, 2013 read with regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

22. Auditors Report

The observations made by the Statutory Auditors in their report have been adequately dealt with in the relevant notes on accounts and need no further comments from the Directors. There is no adverse remark in the report of Statutory Auditor requiring comments from Directors. The report of Secretarial Auditors is enclosed as Annexure-C and no adverse comment or observation has been made by Secretarial Auditors in the report requiring comments from Directors.

23. Listing

The shares of the Company (Scrip Code-526477) are listed at the BSE Ltd., Mumbai only. The Company has paid the annual listing fees for the financial year 2023-24 to the said

Stock Exchange and also paid Annual Custody Fees for the financial year 2023-24 to both depositories viz. NSDL and

CDSL.

24. Deposits

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

25. Green Initiative in Corporate Governance:

As a continuing endeavour towards the Go Green Initiative, the Company has been sending documents like the notice calling the general meeting, audited financial statements, directors report, auditors report etc. in electronic form, to the email addresses provided by the members directly or made available to us by the depositories, besides regular correspondence. The electronic mode is both economical and speedier compared to physical documents. Members who hold shares in physical form are, therefore, requested to get their e-mail addresses registered and intimate any change in such e-mail ID so registered to the Company or its Registrar & Share Transfer Agents- RCMC Share Registry Pvt. Ltd. In respect of electronic holdings, members are requested to register their e-mail addresses with the depository through their concerned depository participants. Even after registration of e-mail ID, members are entitled to be furnished, free of cost, a printed copy of the annual report of the Company, upon receipt of a requisition from them.

26. Subsidiary/Associate Companies/Holding Company

The Company had completed acquisition of 7359 equity Shares constituting 60.34% stake in Chai Thela Pvt. Ltd. theireligibilitytocontinue as StatutoryAuditors of (‘CTPL) on 23/08/2021 in accordance with the approval accorded by the Board on 18/03/2021. Accordingly, from 23/08/2021 the CTPL became subsidiary of the Company.

The consolidated financial results include the audited financial results for the year ended 31/03/2023 of the CTPL.

For information pursuant to Section 129(3) of the Companies

Act, 2013 for the financial year ended 31/03/2023 in respect of the subsidiary/associate companies, please refer to note no. 33.22 of Consolidated Annual Accounts of the Company for the year under review. VLS Capital Ltd. (CIN: U67190DL1985PLC022302) continue to be the Holding Company and hold 59.61% of paid-up capital of the Company. The holding of Promoter/Promoter Group was about 61.08% as on 31/03/2023.

27. Statutory Information a. The information as required under Section 134(3)(m) of the Companies Act, 2013 read with rules thereunder, with respect to Conservation of Energy and Technology Absorption is enclosed as Annexure -D and forms part of this report. b. There was no proposal during the year under review for buy back of shares by the Company. c. Your Company has not made any investment or provided any loan or guarantee exceeding the limits under Section 186 of the Act, nor has it issued equity shares with differential voting rights or has any scheme of stock options for its employees. Hence, no disclosure is required. d. Your company has not approved any scheme relating to provision of money to be held in a trust for the benefit of employees in terms of Section 67(3)(b) of the

Companies Act, 2013. Further, the Company has not issued any equity shares with differential voting rights or under ESOP in terms of sections 43(a) and 62(1)(b) of the Companies Act, 2013. e. No revision of financial statements or Boards Report has been made in terms of Section 131(1) of the Companies Act, 2013. Further, there were no material changes or commitments affecting financial position of the Company occurred between the year under review and date of this report. f. No material orders were passed during the year under review impacting the going concern of the status and operations of the Company. Further, there was no one time settlement with Bank/ Financial Institutions during the year under review. g. There was no change in the name or nature of business of your Company during the year under review. Shri P.N. Parashar - Independent Director was appointed by a special resolution during the year under review in the AGM held on 27/09/2022. h. The books of accounts of the Company and other relevant papers have been kept and maintained at the corporate office of the Company in the building at Plot

No. 90, Okhla Industrial Estate, Phase-III, New Delhi-

110020 instead of registered office of the Company at

Kanpur. i. BSE Ltd. had imposed a penalty of Rs. 1,71,100/- on the Company due to delay in submission of consolidated cash flow for quarter ended 30/09/2021 and the same had been paid by the Company on 23/03/2022. j. Neither any application has been made nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 during the year under review. Further no loan from Bank or financial institution was obtained in the said period and therefore, the provision relating to disclosure of variation in valuation in terms Rule 8 (5) (XII) of Companies (Accounts) Rules, 2014 is not applicable for the period under review. k. The Auditors have not reported any fraud in terms of section 143(2) of the Companies Act, 2013 for the period under review.

l. In the annual financial statements for the year under review, the disclosures on those items where value for the year under review and corresponding previous year was Nil had been dispensed with, though required to be disclosed under applicable regulations.

28. Consolidated Financial Statements

In compliance with Section 129(3) of the Companies Act,

2013, the consolidated financial statements in accordance with the prescribed accounting standards are annexed to the audited annual accounts for the year under review.

29. Acknowledgement

Your Directors wish to express their sincere appreciation and gratitude to the Companys bankers, Kanpur Nagar Mahapalika and all associates of the Company including the clients of trading business for their valuable cooperation and continued support. They are also thankful to you for the trust you have reposed in the Board.

	For and on behalf of the Board of Directors
	T. B. Gupta	M. P. Mehrotra
Date: 24/05/2023	Managing Director	Director
Place: New Delhi	DIN: 00106181	DIN: 00016768