srm energy ltd share price Directors report

To

The Members of SRM ENERGY LIMITED

Your Directors submit the 36th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. Financial Summary/highlights on Performance of the Company (Standalone & Consolidated):-

Summary of the Financial Statements of the Company for the year under review is as under:

(Rs. in Million)

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	-	-	-	-
Other Income	-	-	0.43	0.78
Total Revenue	-	-	0.43	0.78
Operational Expenses	-	-	-
Employee Benefit Expenses	2.26	3.77	3.09	4.42
Interest and Finance Charges	-	-	-	-
Depreciation and Amortizations	-	-	0.06	0.01
Impairment Loss	-	-	4.82	-
Other Expenses	1.32	1.13	15.20	4.09
Total Expenses	3.58	4.90	23.17	8.52
Profit/(Loss) before exceptional items	(3.58)	(4.90)	(22.74)	(7.74)
Exceptional Items	-	-	-	-
Tax Expense	-	-	-	0.09
Profit/(Loss) for the year	(3.58)	(4.90)	(22.74)	(7.83)

2. Dividend

In view of losses during the financial year 2022-23, the Board of Directors of the Company has not recommended any dividend on the equity shares of the Company.

3. Reserves

There is no surplus available to be carried forward to reserves. However, the negative balance in the Profit/ Loss account has been duly accounted for.

4. Results of Business Operations and the State of Companys Affairs

Your Company did not conduct any business operation during the reporting year and also no income was generated. As reported above the negative net worth of the Company has risen from Rs. (29.71) Millions to Rs. (33.29) Millions. Though your Company has recorded Rs. 3.58 Millions as the total loss of the reporting year as compared to Rs. 4.90 Millions in the previous year. Also, your Company has constantly reported that its project could not took off and is in abandoned stage. Amidst the aforesaid situation, your Company is focused on safeguarding its assets and keeping it compliant in all respect.

As informed earlier the Wholly Owned Subsidiary (WOS), for the purpose of meeting the administrative, legal and other day to day expenses and also to settle its outstanding loan, was selling its land of the power project with the approval of the shareholders. Till the end of the financial year 2023, out of 215.140 Acres of Land, the WOS had sold 191.68 Acres of Land for Rs. 437.29 Lakhs. Further, during current financial year (2023-24) the remaining land admeasuring 23.46 Acres have been sold. At present, the Subsidiary Company is having no land in its account for further selling. The sale price of the land has adversely affected the realisation of the sale proceeds post pandemic.

5. Change in Nature of Business

There is no change in the nature of business of the Company during the year under review.

6. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relates and the date of the report

There are no material changes or commitments affecting the financial position of the Company between the end of Financial Year and the date of the report.

7. Financial Statements

The Audited Financial Statements of the Company drawn up both on a standalone and consolidated basis, for the financial year ended March 31, 2023, in accordance with the requirements of the Companies (Indian

Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiary company, as approved by their Board of Directors.

The Board has reviewed the affairs of the Subsidiary Company during the Financial Year. The audited Standalone and Consolidated Financial Statements for the F.Y. 2022-23 are provided in this Annual Report.

8. Internal Financial Controls

Your Company has maintained a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations.

The Audit Committee reviews at regular interval the Internal Financial Control and Risk Management system and also the Statutory Auditors confirm that the Companys Internal Financial control is adequate. The report on the Internal Financial Control issued by M/s. Saini Pati Shah & Co, LLP, Chartered Accountants, Statutory Auditors of the Company in compliance with the provisions under the Companies Act, 2013 is forming part as Annexure A of the Auditors Report for the F.Y.2022-23.

9. Annual Return and Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as per MCA notification dated 25th August, 2020 is available on the website of the Companyand the same can be obtained with the below link: http://www.srmenergy.in/ Home/AnnualReturns

10. Subsidiaries, Joint Ventures and Associate Companies

Your Company has one Wholly Owned Subsidiary Company (WOS) viz. SRM Energy Tamilnadu Private Limited. There has been no material change in the nature of business of the Subsidiary and the said Subsidiary has not commenced operations.

Material Subsidiary

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulation 24, i.e., with respect to Subsidiary of listed entity does not apply to the Company during the period under review, however your Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys Website, which can be viewed with the below link: http://www.srmenergy.in/Data/Documents/SRM%20Energy %20-%20OD%20-%20Policy%20for%20Determining %20Material%20Subsidiary.pdf

11. Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements.

The Board has reviewed the affairs of the Companys Subsidiary at regular intervals. In accordance with Section 129(3) of the Companies Act, 2013 ("the Act"), the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of Subsidiary which form part of the Annual Report. A separate statement containing the salient features of Financial Statements of the Companys Subsidiaries, in the prescribed Form AOC-1 is forming part of the Financial Statements. This statement also provides details of performance and financial position of the Subsidiary of the Company. Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, these financial statements are also placed on the Companys website at http://www.srmenergy.in/Home/ AnnualReports

Copy of these Financial Statements shall be made available to any Member of the Company, on request.

The Board has also explained about the material developments with the Subsidiary Company above at Point No. 4.

12. Deposits

During the Financial Year 2022-23, the Company has neither accepted/ renewed any deposit from the public, nor there any outstanding deposit at the beginning or at the end of the year. Also, the Company has duly complied with the requirements of filing of return to ROC in the form of DPT-3 in this regard.

13. Statutory Auditor & Auditors Report

At the Annual General Meeting held on 30th September, 2020, M/s Saini Pati Shah & Co. LLP, Chartered Accountants (FRN: 137904W/W100622) was appointed as Statutory Auditor of the Company for a period of 5 years to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2025-26.

There is no qualification, reservation, or adverse remark made by the Statutory Auditor in its report. The said report also forms a part of this Annual Report.

Further, basis the confirmations reported by the Auditor to the Board, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company by the Statutory Auditor during the Financial Year 2022-23.

14. Internal Auditor & their Report

The Company had engaged M/s. Amar Jeet Singh & Associates, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2022-23 and their reports are reviewed by the audit committee from time to time. The internal audit assists the Company to review the operational efficiency and the internal controls.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

The aforesaid Internal Auditor is further appointed for the Financial Year 2023-24 by the Board of Directors of the Company in their meeting held on May 23, 2023.

15. Secretarial Auditor & Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2023, in prescribed form, duly audited by a Practicing Company Secretary M/s. S.K. Nirankar & Associates, is annexed as ‘Annexure 1 herewith and forming part of the report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditor in its report.

The aforesaid Secretarial Auditor is further appointed for the Financial Year 2023-24 by the Board of Directors of the Company in their meeting held on August 14, 2023.

Further the Company is exempted from conducting the secretarial audit of the material subsidiary under Regulation 24A (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Such exemption is available to the Company under the provisions of sub-regulation (2) of Regulation 15 of the aforesaid Listing Regulations. Since the requirement of conducting secretarial audit of the material subsidiary is not applicable to the Company the same is not conducted.

16. Disclosure about Cost Audit

The provisions of maintenance of cost audit records and filing are not applicable to the Company.

17. Share Capital

During the year under review, the Company has not issued equity shares or sweat equity shares. The Company has not offered any shares under Employee Stock Option Scheme and bought back any of its securities. The Company has not issued any debentures, bonds or any other non-convertible securities or warrants during this Financial Year.

Hence, during the Financial Year 2022-23 no changes took place in the share capital of the Company.

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2023 is Rs. 11,30,00,000/- (Rupees Eleven Crore Thirty Lakhs) divided into 1,13,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at March 31, 2023 is Rs. 9,06,00,000/- (Rupees Nine Crore Six Lakhs) divided into 90,60,000 Equity Shares of Rs. 10/- (Rupees Ten) each.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo.

Members are requested to consider the details as mentioned herein below:

(A) CONSERVATION OF ENERGY
The steps taken or impact on conservation of energy	NA
The steps taken by the company for utilizing alternate sources of Energy	NA
The capital investment on energy conservation equipments	NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	NA
The benefits derived like product improvement, cost reduction, product development or import substitution	NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	NA
The expenditure incurred on research and development	NA

Details of Foreign currency transactions are as follows:

There have been no dealings in forex in the financial year under consideration.

19. Details of policy developed and implemented by the Company on its Corporate Social Responsibility ("CSR") initiatives.

The provisions for CSR under the Companies Act, 2013, are not applicable to the Company for the year of reporting.

20. Directors and Key Managerial Personnel.

The Companys policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. There is change in the Board of Directors / Key Managerial Personnel of the Company which are detailed below:

S. N.	Name of Director/KMP	Designation	Change During the year
1.	Mr. Sharad Rastogi	Whole-time Director	Appointed w.e.f. December 29, 2022
2.	Mr. Vijay Kumar Sharma	Non-Executive and Non-Independent Director	-
3.	Mrs. Tanu Agarwal	Non-Executive and Independent Director	-
4.	Mr. Parshant Chohan	Non-Executive and Independent Director	Appointed w.e.f. May 18, 2022
5.	Mr. Shailesh Kumar Singh	Non-Executive and Independent Director	Resigned w.e.f. May 18, 2022
7.	Mr. Vishal Rastogi	Managing Director	Resigned w.e.f. December 29, 2022
6.	Mr. Raman Kumar Mallick	Chief Financial Officer	-
7.	Mr. Suvindra Kumar	Company Secretary and Compliance Officer	Resigned w.e.f. May 31, 2022
8	Mr. Pankaj Gupta	Company Secretary and Compliance Officer	Appointed w.e.f. September 21, 2022

A) Changes in Directors and Key Managerial Personnel (KMP):

a) Changes in Directors: During the year under review:

• Mr. Shailesh Kumar Singh, Non-Executive and Independent Director, has ceased to be a Director of the Company w.e.f. May 18, 2022.

• The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Parshant Chohan as an Additional Director (in the capacity of Non-Executive Independent Director) w.e.f May 18, 2022 and his appointment was duly regularized by the shareholders of the Company at the Annual General Meeting held on September 28, 2022.

• Mr. Vishal Rastogi, Managing Director of the Company, has ceased from the office of the Managing Director of the Company w.e.f December 29, 2022.

• The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Sharad Rastogi as an Additional Director and designated as the Whole-time Director of the Company w.e.f. December 29, 2022.

The Board recommends for the regularization of the appointment of Mr. Sharad Rastogi as a Director and also propose to appoint him in the capacity of Whole-time Director (KMP) to the shareholders at the item No.3 & 4 set out in the Notice of the Annual General Meeting appended in this Annual Report.

b) Cessation of KMP: During the reporting year, Mr. Suvindra Kumar, Company Secretary and Compliance Officer of the Company has ceased to be the Company Secretary and Compliance Officer w.e.f. May 31, 2022 and Mr. Pankaj Gupta, was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. September 21, 2022.

Your Directors place their sincere appreciation towards the valuable contributions, guidance and support received from the aforesaid Directors/Officers/KMPs during their tenure, towards the effective management of the Company.

Apart from the above, there is no other change in the Directors and Key Managerial Personnel ("KMP") during the year under review and thereafter.

B) Recommendation to the shareholders for appointment of Directors

a) In terms of Section 152(6) and other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr.Vijay Kumar Sharma (DIN: 03272034), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment, a brief resume and other details of Mr. Vijay Kumar Sharma, who is proposed to be re-appointed as Director of your Company has been included in the Notice of the ensuing Annual General Meeting.

b) In terms of Section 161 and other applicable provisions of the Companies Act, 2013, Mr. Sharad Rastogi (DIN:09828931), Additional Director shall hold office up to the date of the ensuing Annual General Meeting. The Board recommends to the shareholders at the ensuing Annual General Meeting for the regularization of the appointment of Mr. Sharad Rastogi as the Director of the Company in the capacity of Whole-time Director for a term of 5 years beginning from December 29, 2022 till December 28, 2027. A brief resume and other details of Mr. Sharad Rastogi has been included in the Notice of the ensuing Annual General Meeting.

C) Declaration of Independent Directors and Familiarization Program:

The Company has received necessary declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and they have registered their names in the Independent Directors Data Bank. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

The Company conducts a familiarization program in which various amendments in the Companies Act, 2013 and Amendments in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are discussed.

The details of the familiarization program imparted to Independent Directors are available on the website of the Company and can be viewed on the following link: http://www.srmenergy.in/Home/Policies

D) Formal Annual Evaluation

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for the year 2022-23. The evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the Performance evaluation of all the Directors have been done by all the other Directors (except himself & herself) and the Directors have also evaluated the performance of the Board and its Committees as a whole. The Directors expressed satisfaction with the evaluation process.

21. Number of meetings of the Board of Directors

Your Board meets at the regular intervals to discuss and decide on various financial matters, legal and compliance matters and other businesses. During the year under review, Seven Board Meetings were convened and held and the interim gap between the meetings was as per the period prescribed under the Companies Act, 2013.

S.No	Date of Board Meeting	Board Strength	No of Directors Present
1	May 18, 2022	4	4
2	August 10, 2022	4	4
3	September 21, 2022	4	3
4	September 28, 2022	4	4
5	November 11, 2022	4	3
6	December 29, 2022	5	5
7	February 03, 2023	4	4

22. Audit Committee

The objective of the audit committee is to ensure and monitor the financial affairs of the Company its reporting etc. This is also entrusted to ensure the effective control relating to financial transactions and accounting activities of the Company. The Committee further acts as a link among the Management, the Statutory Auditors, Internal Auditors, and the Board of Directors to oversee the financial affairs and the reporting process. The members of the Committee are with requisite knowledge in financial, accounting and business matters. Minutes of the audit committee meetings are circulated to the Committee and Board members.

The constitution of the audit committee is in conformity with the Companies Act, 2013 and the Listing Regulations. The Chairman of the Audit Committee is an Independent Director

Also the functioning of the Committee is governed by the terms of reference which are in line with the regulatory requirements as mandated by the Companies Act, 2013 and the Listing Regulations. The recommendations made by the Audit Committee during the year was accepted by the Board.

Moreover, the members of the Audit Committee are financially literate. The Chief Financial Officer, the Statutory Auditors, Internal Auditors and Company Secretary are invitees to the meetings.

Composition of Audit Committee and Changes therein during the financial year 2022-23 are as follows:.

S.No.	Name of Member	Designation
1.	Mr. Shailesh Kumar Singh*	Chairman
2.	Mrs. Tanu Agarwal*	Chairperson
3.	Mr. Vijay Kumar Sharma	Member
4.	Mr. Parshant Chohan**	Member

* Mr. Shailesh Kumar Singh resigned from the directorship of the Company w.e.f. May 18, 2022 accordingly, Ms. Tanu Agarwal was designated as the Chairperson of the Committee ** Mr. Parshant Chohan was inducted as the Member of the Committee w.e.f. May 18, 2022.

Meetings of the Audit Committee and attendance thereat.

During the Financial Year 2022-23, the Audit Committee met four times, on the following dates:

S. N.	Date of Audit Committee Meeting	Total No. of members entitled to attend the Meeting	No. of members attended the Meeting.
1	May 18, 2022	3	3
2	August 10, 2022	3	2
3	November 11, 2022	3	3
4	February 03, 2022	3	3

During the year of reporting, the Chairperson of the Audit Committee was Ms. Tanu Agarwal, she remained present at the Annual General Meeting of the Company held on September 28, 2022.

23. Details of Establishment of Vigil Mechanism for Directors and Employees

In order to ensure that the activities of the Company are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a vigil mechanism policy, there is direct access to approach the Chairperson of the Audit Committee.

The said policy is available on the Companys website and can be viewed with the link below:

http://www.srmenergy.in/Data/Documents/SRM%20Energy%20-%20OD%20-%20Whistle%20Blower.pdf

24. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Company has in place a policy formulated by the Board of Directors of the Company relating to the remuneration for the Directors, Key Managerial Personnel, Senior management and other employees and also the criteria for determining the qualification, positive attributes and independence of Directors is annexed in this report as Annexure- II.

Composition of Nomination and Remuneration Committee and Changes therein during the financial year 2022-23.

S.N.	Name of Member	Designation
1.	Mr. Shailesh Kumar Singh*	Chairman
2.	Mrs. Tanu Agarwal*	Chairperson
3.	Mr. Vijay Kumar Sharma	Member
4.	Mr. Parshant Chohan**	Member

* Mr. Shailesh Kumar Singh resigned from the Company w.e.f. May 18, 2022 accordingly, Ms. Tanu Agarwal was designated as the Chairperson of the Committee.

** Mr. Parshant Chohan was inducted as the Member of the Committee w.e.f. May 18, 2022.

Meetings of the Nomination and Remuneration Committee and attendance thereat.

During the Financial Year 2022-23, the Nomination and Remuneration Committee met four times, on the following dates:

S.N.	Date of NRC Meeting	Total No. of Members entitled to attend the Meeting	No. of Members attended the Meeting
1	May 18, 2022	3	3
2	August 10, 2022	3	2
3	September 21, 2022	3	2
4	December 29, 2022	3	3

25. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The Prime responsibility of the Stakeholders Relationship Committee is to ensure that the grievances of security holders are resolved efficiently and effectively i.e. within the given time period.

Composition of Stakeholders Relationship Committee and Changes therein during the financial year 2022-23.

S.N.	Name of Member	Designation
1	Mr. Vijay Kumar Sharma	Chairman
2	Mr. Vishal Rastogi*	Member
3	Mr. Sharad Rastogi*	Member
4	Mr. Prashant Chohan**	Member
5	Mr. Shailesh Kumar Singh**	Member

*Mr. Vishal Rastogi resigned from the Company w.e.f. December 29, 2022, accordingly, Mr. Sharad Rastogi was inducted to the Committee as a Member of the Committee w.e.f. the same date.

**Mr. Shailesh Kumar Singh resigned from the Company w.e.f. May 18, 2022, accordingly, Mr. Parshant Chohan was inducted to the Committee as a member w.e.f. May 18, 2022.

Meetings of the Stakeholders Relationship Committee and attendance thereat.

During the Financial Year 2022-23, the Stakeholders Relationship Committee met two times, on the following dates:

S.N.	Date of NRC Meeting	Total No. of Members entitled to attend the Meeting	No. of Members attended the Meeting
1	May 18, 2022	3	3
2	February 03, 2023	3	3

26. Particulars of loans given, investments made, guarantees given and securities provided.

The Company has neither granted any Loans, extended any Guarantees nor made any Investments during the Financial Year 2022-23, pursuant to the provisions of Companies Act, 2013.

27. Particulars of contracts or arrangements made with related parties

During the Financial Year 2022-23, your Company has not made any new contracts with related parties pursuant to Section 188 of the Companies Act, 2013. Like previous years there were instances of transactions with a related party as detailed below:

As informed earlier, the SRM Energy Tamilnadu Pvt. Ltd. (Wholly Owned Subsidiary) related party as per Section 2(76) of the Companies Act, 2013, have continued to provide unsecured loans to our Company to fulfill the Companys requirements related to legal expenses, necessary statutory compliances and to meet the outstanding liabilities. Such loan transactions do not fall under the criteria of Section 188 of the Companies Act, 2013. All these transactions are material related party transactions in terms of Reg 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, however, this regulation is not applicable to the Company as per exemption given under Regulation 15(2) of the said regulations.

The Company has taken omnibus approval from audit committee for above mentioned transactions as per provisions of Section 177 of the Companies Act, 2013. Further the transactions with related parties are enumerated in the Financial Statements of the Company, which forms part of the Annual Report.

The Company has a Related Party Transaction and Arms Length Pricing Policy, which can be accessed with the link mentioned below:

http://srmenergy.in/Data/Documents/SRM%2S0Energy%20-%20OD%20-%20Policy%20on%20Dealing%20with%20 Related%20Party%20Transactions.pdf

28. Managerial Remuneration

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided below:

a) The Ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the year 2022-23:

None of the Director of the Company has drawn any remuneration in any form during the Financial Year 2022-23, hence no such ratio could be calculated.

b) The percentage increase in remuneration of each Director, CFO, CEO, CS or Manager in the Financial Year:

None of the Director of the Company has drawn any remuneration in any manner whatsoever from the Company during the year and hence there was no event of increase in the remuneration of any of the Director during the Financial Year 2022-23.

Increment in the remuneration of the Chief Financial Officer of the Company had taken place during the year of reporting. The percentage increase in the remuneration was as follows:

Name	Raman Kumar Mallick
Designation	C.F.O.
Previous Remuneration	1.30 Lakhs/Month
New Remuneration	1.41 Lakhs/Month
Percentage Change	11.82%

c) the percentage increase in the median remuneration of employees in the Financial Year:

There were no employees on the payroll of the Company other than Company Secretary & Compliance Officer and CFO of the Company. The percentage increase in the median remuneration of the employees of the Company is Negative 85.40%. This change has occured due to difference in the remuneration paid to the previous Company Secretary and the Current Company Secretary of the Company. The experience of the previous Company Secretary was much higher than the existing Company Secretary, which accordingly affected the remuneration. Further, No event of increase in the remuneration of the Company Secretary and Compliance Officer took place in the year of reporting.

d) the number of permanent employees on the roll of Company:

During the year 2022-23, two employees were on the pay roll of the Company which are the Company Secretary and the Chief Financial Officer.

e) Average percentile increase already made in the salaries of employees other than managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

As explained above, there is no employee on the roll of the Company other than the managerial personnel. Hence, no such comparison can be drawn.

f ) The Remuneration is as per the remuneration policy of the Company.

g) The names of the top 10 employees during the year of reporting in terms of remuneration are:

S.N.	Name of Employee	Designation
1	Mr. Suvindra Kumar (Till 31.05.2022)	Company Secretary and Compliance Officer
2	Mr. Raman Mallick	Chief Financial Officer
3	Mr. Pankaj Gupta (W.e.f. 21.09.2022)	Company Secretary and Compliance Officer

h) There were no employees in the Company during the year who were in receipt of remuneration in excess of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month.

29. Risk Management Policy

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity, that may impact the existence of the Company. Though the applicability of risk management committee does not apply to the Company.

However, the Audit Committee of the Board is entrusted to ensure the Risk Management Policy and System.

The Board of Directors has a Risk Management Policy which is available on Companys website with below link:

http://www.srmenergy.in/Data/Documents/SRM%20Energy%20-%20OD%20-%20Risk%20Management.pdf

30. Management Discussion and Analysis Report

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report has been prepared and the same is forming part of this Report.

31. Corporate Governance

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. At present, the Companys Paid up capital is Rs. 9,06,00,000/- and the net worth is Rs. (3,32,78,456)/-, therefore it is exempted to comply with the aforesaid requirements of the Corporate Governance and hence the said report is not annexed.

32. Annual Secretarial Compliance Report

Your Company being eligible has claimed exemption under Regulation 15(2) of SEBI (LODR), Regulations, 2015 to BSE for submitting Annual Secretarial Compliance Report. Such exemption was duly filed to the exchange.

33. Listing of Securities

The Companys Securities are currently listed on Bombay Stock Exchange Limited (BSE Limited) with ISIN-INE173J01018 and scrip code 523222. The annual listing fee for the Financial Year 2022-23 and 2023-24 have been paid by the Company to BSE Limited.

34. Directors Responsibility Statement

The Financial Statements of the Company were prepared in accordance with Indian Accounting Standards (Ind AS).

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state/confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended on 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied 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 2022-23 and of the profit and loss of the Company for that period;

(c) the proper and sufficient care has been taken 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;

(d) the annual accounts for the Financial Year ended on 31st March, 2023 have been prepared on a going concern basis;

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

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

35. Transfer of unclaimed dividend to Investor Education and Protection Fund

During the Financial Year 2022-23, no such event has arisen as the Company has not declared dividend for the concerned years. Hence, the provisions of Section 125(2) of the Companies Act, 2013 do not apply.

36. Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Companies Secretaries of India.

37. Prevention of Sexual Harassment of Women at Workplace

In terms of the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company is exempted from compliance under said provisions. Hence, no Internal Complaint Committee (ICC) is constituted during the period under review.

38. Details of Application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

39. Acknowledgements

Your directors place its gratitude to the shareholders and also the Bank and Government Authorities for their co-operation to the Company. Your Directors are also grateful to the employee/ s for their dedication and support given to the Company.

For and on behalf of the Board of Directors

(Sharad Rastogi)	(Vijay Kumar Sharma)
Whole-time Director	Director
DIN: 09828931	DIN:03272034

Place: New Delhi

Date: August 14, 2023