Suntech Infra Solutions Ltd Directors Report

2. STATE OF COMPANYS AFFAIR

The Company had earned a profit of Rs. 56,650,972/- as compared to previous years profit ol Rs. 30,240,566/- from its operation during the year. The Board of the Directors has the view that the Company will earn more profits in the upcoming years.

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVE

The Board of Directors of your Company has decided to transfer the amount (i.e. balance in statement of profit and loss account) to its Reserves for the year under review.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

As a principle of prudent planning, the directors are of opinion not to recommend any dividend for the year under consideration.

6. CHANGES IN SHARE CAPITAL. IF ANY

There is no change in share capital of the Company during the year.

7. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the financial year.

8. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any shares under Employee Stock option during the year.

9. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year.

10. ISSUE OF DEBENTURES. BONDS OR NON CONVERTIBLE SECURITIES

The Company has not issued any debentures, bonds or non-convertible securities during the year under review.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 8 (Eight) times 27.06.2022, 16.08.2023, 21.09.2022, 12:10.2022, 14.11.2022, 03.12.2022, 16.01.2022 and 05.02.2023 on in respect of which notices were given and the proceedings were recorded and signed in the Minutes Books maintained for the purpose.

12. PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS UNDER SECTION 1R6

The Company has not given any loans, or given any guarantee or provided any securities in connection with any loan to any other body corporate or person, the Company has not made any investments during the financial year.

13. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH THF RELATED PARTY

The Company has entered few contract or arrangement witn related parties referred to in Section 188(1) of the Companies Act, 2013 during the financial year 2022- 23 at arms length. Hence, AOC - 2 is attached.

14. RESERVATION AND QUALIFICATION ON AUDITORS REPORT

The observations of the Auditors on the Accounts for the period under report have been suitably explained in the notes on Accounts and did not require any further clarification.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company during the financial year.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

17. DETAIL OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATED

There are no subsidiaries/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013

18. RISK MANAGEMENT POLICY

The Company has laid down sufficient procedures about risk assessment in the previous years and its elimination and/or its minimization. Since March 2020 the spread of COVID -10 has severely impacted the liquidity position and profitability of the Company. Still company is looking for risk management policy in the coming years in the interest of the stakeholders.

19. MANAGEMENT OF THE COMPANY

There is no change in the Management of the Company during the period under review. Mr. Gaurav Guptha, Mr. Praveen Kumar Gupta, Mr. Vishesh Gupta, Ms. Sneh Lata Gupta and Ms. Shikha Gupta continue as the Directors of the Company.

20. DETAIL OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no such significant & material orders passed by the regulators/courts/tribunal during the financial year.

21. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERECNE TO THE FINANCIAL STATEMENTS

There are adequate systems of internal financial controls in the Company.

22. DETAILS IN RESPECT OF~ FRAUD REPORTED BY AUDITORS UNDER SECTION 143112) OTHER THAN THOSE WHICH ARE REPORTABLE TO GQVT

There is no fraud reported by Auditors under Section 143(12) of the Companies Act during the year under review.

23. DEPOSITS FROM PUBLIC

The company has not accepted any deposits in terms of Section 73 of Companies-Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUDERATION FROM ITS HOLDING OR SUBSIDIARY

There is no such transaction in the Company during the financial year.

25. STATUTORY AUDITORS .

M/s MOHIT K DIXIT & ASSOCIATES, Chartered Accountant, are being appointed as statututoy auditor of the Company till the conclusion of 15^th Annual General Meeting of the Company for a period of one year, for the financial year 2023-204 at such remuneration as may be fixed between them and the Board.

26. COST AUDITORS

The Cost Audit of the Company has not been conducted for the financial year 2022-23 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

28. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the corporate social responsibility do not apply to the company.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE fPREVENTION- PROHIBITION & REDRESSAL1 ACT, 2013

During the period under review, no complaints were received under the policy for prohibition, prevention and redressal of sexual harassment of the women at work place.

31. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 (3) of the Companies Act, 2013, the directors of your company state, except as stated otherwise, that:-

i. In the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards have been followed and there have been no material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 profit of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts on a going concern basis.

v. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that system were adequate and operating effectively.

32. MAINTENANCE OF COST RECORDS

The Company is NOT required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, therefore, no such accounts and records are made and maintainedfCompanies (Accounts) Amendment Rules, 2018

33. ACKNOWLEDGMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from customers, employees, vendors, as well as regulatory and government authorities.

Your Directors propose to drive the business endeavours with greater optimism and confidence.

PLACE: DELHI

DATE: 25.09.2023