SPA Capital Services Ltd Directors Report

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To the Members of SPA Capital Services Limited,

The Directors are pleased to present herewith the Board Report of SPA Capital Services Limited (‘the Company’) along with the Audited Financial Statements for the Financial Year (‘FY’) ended March 31, 2023.

FINANCIAL RESULTS

The summary of the Company’s financial performance, both on a consolidated and standalone basis, for the Financial Year ("FY") 2022-23 as compared to the previous FY 2021-22 is given below:

Particulars	STANDALONE		CONSOLIDATED
	Year Ended 31.03.2023	Year ended 31.03.2022	Year Ended 31.03.2023	Year ended 31.03.2022
Revenue	16,63,623	16,42,717	16,63,623	1,642,717
Profit before Interest, Depreciation & Taxation	83,003	100,080	83,003	100,080
Interest & Finance Costs	31,578	45,267	31,578	45,267
Depreciation &Amortization	16,745	20,374	16,745	20,374
Profit from Operations before - Exceptional Items and Tax	34,680	34,438	34,680	34,438
Exceptional Items	Nil	Nil	Nil	Nil
Profit before Taxation	34,680	34,438	34,680	34,438
Less : Provision for Taxation
Current Tax	8,729	10,745	8,729	10,745
Deferred Tax	9,149	522	9,149	522
Income Tax for earlier years	(10,540)	(119)	(10,540)	(119)
Profit After Taxation	27,342	23,052	27,342	23,052
Total other Comprehensive Income	0	0	0	0
Total Comprehensive Income for the period	27,342	23,052	43,917	22,958
Paid up equity share capital (Face value ofRs 10 each)	307,423	307,423	307,423	307,423
Other Equity as per Balance Sheet	1,305,144	1,277,916	1,316,538	1,272,734
Earnings Per Share	0.89	0.75	1.43	0.75

 

STATE OF COMPANY AFFAIRS

The Company revenues primarily consist of revenue from sale of securities, brokerage income from distribution of Mutual Fund, other financial products, income from interest and dividend etc.

The Main object of the Company is to carry on Business activities of leasing and hire-purchase, to finance the industrial enterprises by way of lending and advancing money etc., to manage investment pools, mutual funds, issue of shares, stocks, securities, etc. The Company is registered with the Reserve Bank of India ("RBI") as a Non-Banking Financial Company - Non Deposit, vide registration no. B-14.00790. The Company is also registered as a Mutual Fund Distributor/Advisor and holding AMFI (The Association of Mutual Funds in India) Certification.

The Company has not accepted any deposits from the public during its tenure of registration as NBFC-Non Deposit.

During the Financial Year 2022-23, the uncertainty caused in the global growth and monetary policy outlook due to invasion of Russia’s military into Ukraine, which immediately led to the imposition of economic sanctions by major economies and sent global energy and commodity prices sharply northward. Despite the disruptions, the Company continued to perform consistently well in these challenging times and deliver better results.

During the year, the Company reported total revenue of Rs. 16,63,623 and EBIDTA of Rs. 83,003 on standalone basis and total revenue of Rs. 16,63,623 and EBIDTA of Rs. 83,003 on consolidated basis. (Rs. in Hundred)

OPERATIONS REVIEW

In order to strengthen its market share, the Company has taken steps to improve the business, operation and growth strategy. Besides, efficiency improvement and cost optimization have been followed vigorously across all the functions of the organization, across the Country during the year.

It is one of the fastest growing financial service oriented company in India and enjoys strong brand equity from customers across segments/services.

During the year under review, the Company continued to focus on enhancing the capability of the organization and towards the achievement of this goal, the Company has been taking a number of initiatives.

DIVIDEND

Keeping in view the requirements of the Company for future, your Directors do not recommend any dividend for the financial year 2022-23 under the review.

TRANSFER TO RESERVE

During the Financial Year under review, the board of Directors do not propose to transfer any amount to the general reserve of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which might affect the financial position of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2023 was Rs. 50,000,000. The paid - up share capital of the Company as on 31^st March, 2023 was Rs. 30,742,250 divided into 30, 74,225 shares of Rs. 10/-each.

During the year, the Company has not made any alteration in share capital of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In the FY 2022-23, no amount has been transferred to the Investor Education and Protection Fund in pursuance of Section 125 of the Companies Act, 2013.

EMPLOYEE STOCK OPTION SCHEME

During the FY 2022-23, the Company has not issued any Employee Stock Options. Hence, no ESOP scheme is in existence as on 31.03.2023.

Therefore, the information is not required to be disclosed under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2023.

BONUS ISSUE

During the FY 2022-23, the Company has not allotted/transferred or issued any bonus shares. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the FY 2022-23. However, the Company is planning to broaden its operations by adopting competitive business strategy for strengthening existence and to reach amongst the larger consumer base to enhance its turnover and operating revenue.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Your Company’s in-house internal audit department carries out internal audits at all, offices, across all locations of the country. Their objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) (to the extent as applicable) and corporate policies.

A summary of all significant findings by the audit department/auditor along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

SEGMENT REPORTING

The Board wishes to inform you that Segment Reporting is not applicable to the Company.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI (LODR) Regulations, 2015 is annexed with the Annual Accounts of the Company.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary and joint venture Company during the financial year 2022-23. Further, Company holds 40.2% of the issued and paid -up share capital of SPA

Investment Adviser Private Limited (Previously known as IFAN Finserv Private Limited). Therefore, SPA Investment Adviser Private Limited (Previously known as IFAN Finserv Private Limited) is an Associate Company of SPA Capital Services Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014), a statement containing salient features of Financials of the Associate Company in Form AOC-1 is annexed in the Annual Report.

The Company has adopted a Policy for determining the criteria of material subsidiaries which is available on Company’s website at https://www.spacapital.com/

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Act and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), as applicable, the Consolidated Financial Statements form part of this Annual Report and will also be laid before the ensuing Annual General Meeting of the Company.

The consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the consolidated financial statement, the Company will make available the said financial statements and related information of the Associate Company upon written request by any member of the Company.

These financial statements are kept open for inspection by any member at the Registered Office of the Company and the Associate Company and are also be available at website of the Company https://www.spacapital.com/. The consolidated profit and loss account for the period ended 31st March, 2023, includes the profit and loss account for the Associate for the financial year ended 31^st March, 2023. The Board of Directors of the Company has given consent for not attaching the Balance Sheets of the Associate concerned.

DEPOSITS

In the FY 2022-23 Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). .

The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations are furnished in the Notes to Accounts annexed to Standalone Financial Statements which forms part of this Annual Report.

SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to Board meetings and General meetings respectively. The Company is in compliance with the same.

AUDITORS AND AUDITORS’ REPORT Statutory Audit

During the Financial Year, the Company’s Statutory Auditors, M/s. SNMG & Co., Chartered Accountants resigned as Statutory Auditors of the Company w.e.f. 12^th August, 2022. In order to fill this casual vacancy, the Company appointed M/s Dhana & Associates (Formerly known as Khandelia &Sharma), Chartered Accountants, holding M. No / FRN: 510525C as the Statutory Auditors of the Company to hold office until the conclusion of 39^th AGM of the Company.

The Company has received a certificate from the Auditor under section 141 of the Companies Act 2013 to the effect that they are eligible to continue as Statutory Auditors of the Company

The Auditor’s have put certain qualifications in their report to which the management has put forward the following below mentioned replies;

Qualification and response to Auditor’s Report

A) The company has taken various loans, which were outstanding as on 31st March, 2023. The management has not provided the interest on some of the loans, which constitute a departure from the Accrual basis of accounting. The company’s records indicate that an amount of Rs. 72,82,066/- for the year ended on March 31, 2023 has not been provided as interest expenses on these loans, which would have been decrease the profit by Rs. 72,82,066/- for the year ended on March 31, 2023 and also increase the loan liability by same amount.

Management Response:

A. Interest of Rs. 72,82,066/- has not been provided in the books as there is some dispute going on with the concerned parties and management is in view that no provision of interest is required in the books of accounts.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Charu Gupta, Company Secretary in Practice, having office at 116 Kallapura, Nehru Nagar -II Ghaziabad, Uttar Pradesh- 200102 and having membership number F9263 and COP - 10446, as its Secretarial auditor of the Company to undertake the Secretarial Audit for FY 2022-23. The secretarial audit report certified by the secretarial auditors, in the specified form MR- 3 is annexed herewith and forms part of this report and enclosed as Annexure I. The Secretarial audit report does not contain any qualifications, reservations or adverse remarks.

FRAUDS REPORTED BY AUDITOR UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditor, which are committed against the Company by officers or employees of the Company.

CONSERVATION ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE OUTGO

The Company is committed towards conservation of energy and climate action. During the year under review, further efforts were made to ensure optimum utilization of electricity. The Company is implementing the updated software’s and other technology in the operations. The Company is not indulged into export of goods. No activities relating to exports have been undertaken by the Company during the financial year 2022-2023.

Particulars	2022^23,	2021-23
Foreign Exchange Outgo
Travelling	NIL	NIL
Consultancy	Nil	Nil
Others	Nil	Nil
Imports
Raw Materials	Nil	Nil
Finished Goods	Nil	Nil
Capital Goods	Nil	Nil
Others
Foreign Exchange Earnings
Earnings in foreign exchange	Nil	Nil

 

ANNUAL RETURN •

In terms of provisions of Section 92, 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Copy of the annual return in form MGT-7 is uploaded on the website of the company i.e. https://www.spacapital.com/CapitalServices/. .

CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility forms an integral part of your Company’s business activities. Your Company is a responsible corporate citizen, supporting activities which benefit the society as a whole. The Provision of the Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014 is not applicable to the Company.

Hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors. The Board’s actions and decisions are aligned with the Company’s best interests.

During the year under review, the Board Comprises of following directors as on 31^st March 2023:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Mrs. Honey Parwal	Non-Executive Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Mrs. Sugeeta Upadhaya	Independent Director

 

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Independent Directors have submitted their declaration to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent as applicable).

Directortsl liable to retire by rotation

In accordance with provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Mrs. Honey Parwal, (DIN No. 00025835), Non- Executive Director is liable to retire by rotation at the 39^th Annual General Meeting "AGM" and being eligible, offers herself for re-appointment. A brief resume of Mrs. Honey Parwal proposed to be re-appointed, is provided in the Notice of the Annual General Meeting forming part of this Annual report.

Details of KMP

As. on 31^st March, 2023, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Mr. Manish Kumar	Company Secretary & Compliance Officer

 

Changes in Directors and KMP

During the year under review, Mr. Sanjay Goel having PAN BMYPK9810K has resigned from the position of Chief Financial Officer of the Company w.e.f 14.02.2023.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Six (6) board meetings during the year on 30.05.2022, 09.08.2022, 13.08.2022, 05.09.2022, 11.11.2022, 14.02.2023. The intervening time gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of the Independent Directors is held without the attendance of non-independent directors and members of management to review and evaluate the performance of non-independent directors and the Board as whole.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act 2013. The Board has the following committees as under:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business.

As on 31^st March, 2023, the Audit Committee comprises of following members:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Mrs. Sugeeta Upadhaya.	Independent Director

 

As on 31^st March, 2023, the Nomination and Remuneration Committee comprises of following members:

Mrs. Honey Parwal	Non-Executive Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Mrs. Sugeeta Upadhaya	Independent Director

 

As on 31^st March, 2023, Stakeholders Relationship Committee comprises of following members:

Mrs. Honey Parwal	Non-Executive Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Mrs. Sugeeta Upadhaya	Independent Director

 

BOARD INDUCTION, TRAINING AND FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a detailed note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which inter-alia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is also explained in detail about the various compliances required from him/ her as a Director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and Financials of the Company. They are also provided presentations/booklets about the business and operations of the Company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarization programme for the Independent Directors can be accessed at http://www.spacapital.com/CapitalServices/

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees. The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy, they include:

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in meetings

• Constructive contributions/positive attributes

• Engaging with and challenging management team without being confrontational or obstructive

• Protection of stakeholder interests

• Contribution to strategic planning

• Carrying out responsibilities as per the code of conduct

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The Independent Director evaluated the performance of Non Independent Directors at their Separate Board Meeting. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per criteria suggested by SEBI.

WHISTLEBLOWER POLICY

The Company has established an effective whistle blower policy (vigil mechanism) and procedures for its Directors and employees. The policy on vigil mechanism may be accessed on the Company’s website at: www.spacapital.com.

REMUNERATION POLICY

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the executive and at the board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy also seeks to provide well-balanced and performance related compensation packages, taking into account shareholder interests, industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. The remuneration policy is consistent with the ‘pay-for-performance’ principle. The Company’s policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the company’s website http://www.spacapital.com/CapitalServices/and annexed with the Directors’ Report which forms part of the Annual Report as Annexure II.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year were at arm’s length. For the Financial year 2022-23, the Audit Committee had granted an omnibus approval for transactions which were repetitive in nature for one financial year and all such omnibus approvals were reviewed by the Audit Committee on a periodic basis. No material contracts or arrangements with related parties were entered into during the year under review. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for the necessary review and approval. Your Company’s policy on related party transactions, as approved by the Board, can be accessed at: http://www.spacapital.com/CapitalServices/. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. However, the Related Party Disclosure as per Schedule- V of SEBI (Listing Obligations and Disclosure Requirements) 2015, is annexed as Annexure III as part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As on March 31, 2023, the Company has an investment of Rs 4,35,114 and details in accordance with section 186 of the Companies Act 2013 are given in the notes to financial statements. As on March 31, 2023, the Company has granted loan of Rs 34,01,857 (Rs. in Hundred)

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information of employees and managerial remuneration, as required under Section 197(2) read

with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report as Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015, as applicable, Management Discussion Analysis, is an integral part of this report and annexed herewith and forms part of this report as Annexure V.

CORPORATE GOVERNANCE REPORT

As per the provision of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27, clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding . Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial

year.

The Paid up Equity Share Capital and the Net Worth of the Company is Rs. 3,07,42,250/- and Rs. 16,12,56,652 respectively, which are less than Rs. 10,00,00,000/- and Rs. 25,00,00,000/ respectively as per the Audited Financial Statements of the company for the Financial year 20222023.

Elence, the Company is exempt from complying the provisions of Regulations 17 to 27, clause (b) to(i) and (t) of Regulation 46(2) and para C, D and E of Schedule V. Therefore, Company has not prepared the Corporate Governance Report.

Flowever, the Company has made serious effort to comply with the provisions of the Corporate Governance in order to maintain a valuable relationship and trust with all the stakeholder. It has always been the Company’s Endeavour to follow the corporate governance guidelines and best practices diligently.

The management of Company believes that it will further enhance the level of Corporate

Governance in the Company.

RISK MANAGEMENT SYSTEM

The Company has developed and implemented a risk management policy which is periodically reviewed by the management. The enterprise risk management policy of the Company, which has been duly approved by the Board, is reviewed by the Audit Committee and the Board on a periodic basis. The risk management process encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the risk management process seeks to minimize adverse impacts of risk to key business objectives.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the FY 2022-23, there are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the company as a going concern and/or company’s operations.

DEPOSITORY SYSTEMS

Company’s shares are listed on BSE. As on March 31, 2023, .528,020 Equity Shares stand with the NSDL and 1,965,925 Equity Shares stand with the CDSL and 580,280 Equity Shares stands in physical form.

The Company has entered into agreements with both National securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s MAS Services Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent.

LISTING OF SHARES

The Company’s shares are listed on the below mentioned Stock Exchanges:- • BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street,

Mumbai - 400001

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

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:-

a) Issue of the equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to Directors or employees.

b) Purchase of or subscription for shares in the Company by the employees of the Company.

c) There is no subsidiary of the Company.

As there is no subsidiary or holding Company of the Company, so Managing Director/Whole Time Directors of the Company does not receive any remuneration or commission from any of such Companies.

DIRECTORS’RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility statement, the Directors confirm that:

1) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and no material departures have been made there from. The Directors 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 as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date.

2) The Directors have 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.

, 3) The annual accounts were prepared on a going concern basis.

4) The Directors have laid down effective internal financial controls to consistently monitor the affairs of the company and that such internal financial controls were adequate and operating effectively.

5) The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and the same are adequate and operating effectively.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT /UNCLAIMED SUSPENSE ACCOUNT

No DEMAT suspense account /unclaimed suspense account reported by RTA, NSDL and CDSL to the company.

DISCLOSURE OF DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCY RESOLUTION PROCESS, BY A FINANCIAL OR OPERATIONAL CREDITOR OR BY THE COMPANY ITSELF UNDER THE IBC BEFORE THE NCLT

No such instance has taken place during the period under review.

BUSINESS RESPONSIBILITY REPORT (BRR)

Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as . amended, mandate the inclusion of the BRR as part of the Annual Report for top 1,000 listed

entities based on market capitalization. In compliance with the Regulation 32(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended March 31, 2023 is not applicable to the Company.

MAINTENANCE OF COST RECORDS

As. per the provisions of the Section 148(1) of the Companies Act, 2013 the Company is not required to maintain cost Records. Accordingly such accounts and records are not made and maintained.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders - shareholders, bankers, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.