undefined share price Directors report


The Directors have pleasure in presenting their Forty-Sixth Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2023.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder , the Annual Return as on 31st March, 2023 is available on the companys website at https://www.warrentea.com/Documents/mgt7 202223.pdf.

Board Meetings

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2022-23 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings of Board/ Committees attended by each Director during the financial year 2022-23 are also provided in the Report on Corporate Governance. The Board of Directors held nine meetings during the year on28th April, 2022, 30th May, 2022, 28th July, 2022, 16th September, 2022, 10th November, 2022, 21st

November, 2022, 4th January, 2023, 9th February, 2023 and 6th March, 2023. The Independent Directors of the Company have held two separate meetings during the financial year 2022-23 on 21stNovember, 2022 and 6th March,2023 details of which are also provided in the Report on Corporate Governance.

There have been no instances where the Board of Directors of the Company have not accepted the recommendations of Audit Committee.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibilities for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the preparation of the Annual Accounts for the year ended on 31st March, 2023 and confirm that:

(a) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures therefrom;

(b) the Directors had selected such accounting policies and applied them consistently in accordance with applicable provisions 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 performance of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

16

Independent Directors Declaration

The declarations required under Section 149(7) of the Companies Act, 2013and Regulation 25(8) of SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

Particulars of loans, guarantees and investments

The Particulars of loans given by the Company pursuant to Section 186 of the Companies Act, 2013 are covered in Notes 5 & 15 of the Notes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company as required to be disclosed in terms of Section 134(1)(g) of the Companies Act, 2013 is given in Note 4 of the Notes to the Financial Statements.

Related Party Contracts

All Related Party transactions entered into by the Company with related parties during the financial year under review ,were conducted on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report.

All the transactions have been duly evaluated by the Audit Committee and Board and have been found beneficial for the Company. These transactions were inter alia based on various considerations such as business exigencies, synergy in operations and resources of the related parties.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Financial Summary, highlights and State of the Companys Affairs

Current Year Previous Year
(Rs in Lakhs) (Rs in Lakhs)

Profit/(Loss) before Depreciation, Exceptional

(2290.34) 497.35

Items and Tax

Less: Depreciation and Amortization

155.29 199.35

Add : Exceptional Items

4709.73 237.87

Profit/(Loss) before Tax

2264.10 535.87

Tax Expense

Current Tax

- -

Deferred Tax

2759.64 (174.39)

Profit/(Loss) for the Year

(495.54) 710.26

Other Comprehensive Income

(1483.28) (85.42)

Total Comprehensive Income

(1978.82) 624.84

Adjustment on account of Lease and Land Revenue

Balance brought forward from Previous Year

6091.70 5466.86

Balance carried to Balance Sheet

4112.88 6091.70

There have been series of significant changes in the overall market scenario in last few years. Over last few years, we have been faced with many a difficult circumstance like vagaries of weather due to climate change, severe pest infestation, significant rise in labour wages due to statutory changes and also the recent pandemic, all have had significant impact on Companys profitability.

To combat abovementioned adverse situations, during the current financial year the Company has disposed off all of its Four Tea estates namely Deohall, Duamara, Tara and Hatimara and this monitization is to consolidate and strengthen its financial position including containment and optimisation of liabilities including borrowings and improving the overall performance of the Company. The Company shall be venturing into new areas of tea business i.e.

i) Retail/Consumer Marketing in selected district in Northern India.

ii) To carry tea business as a Merchant Exporters to Gulf/CIS/Eastern European Countries.

Subsidiaries, Associates or Joint Venture

As on March, 31, 2023, Company does not have any Subsidiary/Joint Ventures.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

The Company as on 31st March, 23 has one associate company namely, Maple Hotels & Resorts Limited.

During the year under review, Covid-19 Pandemic gradually waved out and gave a major boost to demand in travel and tourism market. Hospitality, being a core segment of the said market, has also gained and so do your Company. The same has also been reflected in performance. Turnover and EBITDA has significantly improved in the financial year 2022-23 to 1840.92 lacs and 690.46 lacs against the previous years figures of 1009.66 lacs and 320.08 lacs respectively. While turnover has increased by 82% YOY, the profitability has increased by 116% YOY.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 Consolidated Financial Statements together with a statement containing the salient features of the Financial Statements of Maple Hotels & Resorts Limited in AOC - 1 forms a part of this Annual Report.

Deposits

The Company has not accepted any deposits from public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Internal Control Systems

Your Company has in place adequate system of Internal Control at all levels of Management and commensurate with its size and nature of operations and they are regularly reviewed for effectiveness by firms of practising Chartered Accountants. The details in respect of the Internal Control Systems and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Boards Report. The Audit Committee of the Board review on the Internal Audit Report and corrective action taken on the findings are also reported to the Audit Committee.

Statutory Auditors and Auditors Report Auditors

The present Statutory Auditors, M/s GARV & Associates, Chartered Accountants (Firm Registration No. 301094E ) were appointed as Statutory Auditors at the forty fourth Annual General Meeting held on 15th September, 2021 to hold office till the conclusion of the forty ninth Annual General Meeting.

Your Companys Statutory Auditors, Messrs GARV & Associates, Chartered Accountants (Firm Registration No. 301094E) have submitted their Report in respect of the financial year 202223 under Section 143 of the Companies Act, 2013.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Cost Audit

Your Companys Cost Auditor, Messrs Shome and Banerjee, Cost Accountants conducted the Cost Audit for the year ended 31st March, 2022 and submitted their report to the appropriate authorities within the stipulated time on 16th September, 2022. Maintenance of cost records as specified by the Central Government under sub-section 1 of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Messrs MKB & Associates, Practising Company Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit including Secretarial Compliance Audit for the Financial Year 2022-23.

The Secretarial Audit Report certified by Messrs MKB & Associates in the specified Form MR - 3 is annexed to this Report as Annexure A which is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Furthermore, the Secretarial Auditor, Messrs. MKB & Associates, Practising Company Secretaries have also certified the compliance as per the SEBI (Listing Obligations and Disclosure requirements) (Amendment) Regulations, 2018 and same has been intimated to the Stock Exchanges within the stipulated time.

None of the Auditors of the Company have reported any fraud during the year under review. Resume of Performance

During the year under review, vagaries of weather predominantly as a result of global climatic changes had a substantial effect on the production of tea. Simultaneously increase in input cost mainly on account of significant rise in wages without commensurate increase in realization also affected the Companys total income.

Crop

Your Companys saleable crop was 2.70 Million Kgs. as compared to the previous years saleable crop of 3.69 Million Kgs.

Crop figures during the past five years for its tea estates are given below:

Year Ended on

Saleable Crop In Million Kgs.

31.03.2023

2.70

31.03.2022

3.69

31.03.2021

4.65

31.03.2020

7.04

31.03.2019

6.74

Revenue from Operations

Revenue from tea operations was 5762.17 Lakhs for the year under review as against 8974.27 Lakhs in the previous year.

Quality

Your Companys adherence to its policy of manufacture only from its own leaf together with proactive agricultural practices contributed to maintenance of premium quality of your Companys teas. Hatimara tea estate of your Company continued to have Rainforest Alliance Certification and all other estates had ISO 22000:2005 Certification, FSSAI and Trustea Verification Certification . The Companys Integrated Pest Management Policy for agro inputs were in consonance with the Plant Protection Code of the Tea Board of India and your Company and its Management continues to be ever alert on the issues of Maximum (Permissible Chemicals) Residue Limits.

Exports

Exports for the year was 320.15 Lakhs against 285.20 Lakhs for the previous year.

Prospects

Subsequent to the disposal of all tea estates of the Company, it has been decided by the Board of Directors that the Company shall be venturing into new areas of tea business i.e. (i) Retail/Consumer Marketing in selected district in Northern India(ii) To carry on tea business as a Merchant Exporters to Gulf/CIS/Eastern European Countries.

Accordingly, a Core group has been formed under the Chairmanship of Mr. Vinay K Goenka, Executive Chairman of the Company for the purpose of having interaction and exploring possibilities, feasibilities for entering into collaboration/joint venture with various regional/existing brand holders in this line of business i.e. retail/consumer marketing in selected districts in Northern India, Rajasthan, Uttar Pradesh, Haryana and Punjab.

Dividend

Your Directors are of the view that considering performance for the year it would not be prudent to declare any dividend for the year under review.

Material changes and commitments consequent to year end

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

SALE AND DISPOSAL OF TEA ESTATES

The Company obtained the approval of the shareholders under Section 180(1) (a) of the Companies Act, 2013, by way of a special Resolution passed by postal ballot, the result of which was declared on 28th January, 2020 authorising the Board for selling, leasing, or otherwise disposing of certain Tea Estate of the Company and/or other assets having value in excess of twenty percent of the value of the undertaking of the Company.

During the year under review, the Board of Directors at its meeting held on 10th November, 2022 after considering all relevant factors, has decided to dispose of its existing all four tea estates and this monetization is to consolidate and strengthen its financial position including containment and optimisation of liabilities including borrowings and improving the overall performance of the Company. Subsequently pursuant to the inpriniciple decision of the Board of Directors of the Company to monetize the tea estates of the Company, three nos. of Agreement for Sale were signed with Dhunseri Tea & Industries Limited having its Registered office at Dhunseri House, 4A, Woodburn Park, Kolkata 700 020, West Bengal to dispose off Deohall, Duamara, Tara Tea Estates for a consideration of 21.35 Crores, 32.95 Crores, 36.50 Crores respectively and an Agreement for Sale was signed with Madhuting Tea Pvt. Ltd. having its Registered Office at Dhunseri House, 4A, Woodburn Park, Kolkata 700 020, India to dispose of Hatimara Tea Estate for a consideration of 14.20 Crores.

The details of computation of exceptional income is given below :

(Rs in Lakhs)

Sale Value Book Value Capital Work in Progress Written off Commission On Sale of Tea Estates Profit

a) Deohall Tea Estate

2135.00 1707.30 253.07 21.35 153.28

b) Hatimara Tea Estate

1420.00 659.19 263.67 14.20 482.94

c) Duamara Tea Estate

3295.00 887.13 211.64 32.95 2163.28

d) Tara Tea Estate

3650.00 1311.56 391.71 36.50 1910.23
10500.00 4565.18 1120.09 105.00 4709.73

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company is emphasizing continuously on conserving energy and its reduction. The Company is sensitive enough on this issue for several years and continues with its efforts to regulate consumption and conserve energy. Apart from the ecological impact, the energy cost is one of the two major inputs in the production cost, other being the labour cost. The Company with the view to reduce major costs is continuously trying to explore the avenues to reduce consumption of the energy. Energy Audits are carried out by respective gardens to study ways and means of energy reduction.

As a policy, the Company is continuing with the process of replacement of old and existing equipment in a phased manner with newer/energy efficient equipment. To become more energy efficient, manufacturing and other related processes are being reviewed and necessary changes are being carried out with a view to conserve and make efficient use of energy.

The process of replacing incandescent bulbs & CFL with LED continues. The Company is continuously replacing the traditional high gas consumption burners with most energy efficient economical burners which has reduced energy consumption. All the estates of the Company are making efforts in optimizing machinery output, resulting in reasonable power savings and improvement of Power Factor by correct use of Induction load/Devices.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review, no major steps were initiated for utilizing alternate source of energy by the Company.

(iii) The capital investment on energy conservation equipment:

During the year under review, no capital investments were made on energy conservation equipments except for maintenance of pre installed energy saving machinery like VFBD & CFMs.

The Company further continues to use and maintain the existing energy saving devices, resulting in energy savings, Installation of VFBD & CFM together with economical burners and installation of conveyor system has increased the production efficiently which has resulted in overall reduction of energy consumption as well as manpower and has ultimately reduced the cost of production. Daily monitoring of both gas and electricity are being carried out and immediate corrective action, if necessary are being taken to become more energy efficient.

(B) Technology absorption -

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) -

Not

Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

 

Foreign exchange - Earned (Gross)

- 320.52 Lakhs

- Outgo

- 6.52 Lakhs

Risk Management

The Company has adopted and implemented a Risk Management Policy after identifying various risk which the Company encounters with during the course of its business. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company. Details of Risk Management Committee are given separately in the Corporate Governance Report at Annexure D to this Report. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

(iv) The expenditure incurred on Research and Development:

The Company did not carry out any Research & Developmental activities on its own. However, during the year the Company subscribed a sum of 10.74 Lakhsto Tea Research Association (TRA) which has been set up for the purpose of carrying out research aimed at improving various aspects of tea plantations who derive benefit from such detailed work carried out by TRA. The expenses for such work are collectively borne by TRA from the contributions made by various tea companies.

(C) Foreign exchange earnings and outgo -

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows :

Corporate Social Responsibility

Corporate Social responsibility forms on integral part of your Companys business activities. The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are :

- Formulate and recommend to the Board, the CSR Policy

- Recommend the amount of expenditure to be incurred on the activities undertaken

- Monitor the CSR Policy of the Company from time to time

- Review the performance of the Company in the area of CSR including the evaluation of the impact of the Companys CSR activities

- Review the Companys disclosure of CSR matters.

The Policy is also available on the Companys website at www.warrentea.com. The CSR Committee of the Board as on 31st March, 2023 comprised of Mrs. Sonia Barman, Chairman, Mrs. Anup Kaur Bindra, Mr. Vinay K. Goenka and Mr. Kunal R. Shah members, all of whom are independent Directors except Mr. Vinay K. Goenka, Executive Chairman.

Board Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations 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.

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per the criteria laid down by the Nomination and Remuneration Committee. The Board members were satisfied with the evaluation process.

Audit Committee

The details of the Committee alongwith composition of Companys Audit Committee and meetings held is included in the Corporate Governance Report. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. Further details of the Committee relating to their terms of reference, composition and meetings held during the year, are included in the report on Corporate Governance in Annexure D to this Report.

Whistle Blower Policy - Vigil Mechanism

The Company has established an effective vigil mechanism for directors and employees with a view to report their genuine concerns about unethical behaviour, actual or suspected fraud /or violation of Companys code of conduct/leak of unpublished price sensitive information. The Audit Committee of the Board monitors and oversees such Vigil Mechanism of the Company. It is also confirmed that no personnel has been denied access to the audit committee during the year under review.

A detailed policy related to the Whistle Blower - Vigil Mechanism is available at Companys website at www.warrentea.com.

Nomination and Remuneration Committee and Policy

The details of the Committee alongwith the composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report.It recommends to the Board, inter alia, the Remuneration Package of Directors and Key and other Senior Managerial Personnel. Further details relating to the Committee are set out in the Report on Corporate Governance in Annexure D to this Report.

The policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same. The particulars required to be furnished relating to the Policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director and other related matters including remuneration of employees has been uploaded on the website of the Company, which can be accessed under the weblink: https://www.warrentea.com/Documents/nomination remuneration policy.pdf.

The Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Stakeholders Relationship Committee

Details of the Committee alongwith composition and meetings held during the year under review are provided in the Report on Corporate Governance in Annexure D to this Report.

Change in nature of Business, if any

During the year under review, your Company has exited from the tea plantation and cultivation business. Nevertheless efforts are being taken by the Company to venture into new areas of tea business i.e. Retailing/Consumer Marketing/ Trading in selected Districts in Northern India, Rajasthan, U.P., Haryana and Punjab and to carry out tea business as Merchant Exporters to Gulf/CIS/Eastern European countries.

Statement of compliance of applicable Secretarial Standards

During the year under review, your Company has duly complied with the applicable Provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company, Mr Vinay K Goenka (DIN 00043124), Executive Chairman of the Company retires by rotation at the 46thAnnual General Meeting and being eligible has offered himself for reappointment.

During the year under review, Mr. S. K. Mukhopadhyay retired as the Chief Financial Officer of the Company with effect from 1st August, 2022 and Mr. Vivek Goenka was appointed as the Chief Financial Officer of the Company with effect from 1st August, 2022. Subsequently, Mr. Vivek Goenka resigned from the post of Chief Financial Officer of the Company with effect from 10th November,2022 but continues as President of the Company. Mr. Indraneel Banik was appointed as the Chief Financial Officer of the Company with effect from 10th November, 2022. The Board wishes to place on record its sincere appreciation for the services rendered by Mr.

S. K. Mukhopadhyay and Mr. Vivek Goenka during their tenure with the Company.

The Key Managerial Personnel of the Company are Mr. Vinay K Goenka, Mrs. Soma Chakraborty and Mr. Indraneel Banik.

The Company has received declarations from its Independent director under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

The second term of Five independent Directors of the Company, namely Mr. Sriprakash Bhopal, Mr. Nilotpal Dutta, Mr. Lalit Kumar Halwasiya, Mrs. Anup Kaur Bindra and Mrs. Sonia Barman will be completed on 31st March, 2024, 31st March, 2024, 28th May, 2024, 28th May, 2024, 21st September, 2024 respectively.

None of the Directors of the Company is disqualified for being appointed as Director, as specified under Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is satisfied of the integrity, expertise and experience (including proficiency) in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. The Independent Directors have also declared that they have registered their name with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Personnel

The information of employees and managerial remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other details are annexed herewith and forms part of this Report (Annexure B).

Your Company treats its human capital as its most important asset. The welfare and well-being of the workers are monitored closely and the Company maintains harmonious relationship with the employees.

Industrial relations remained cordial throughout the year and your Board of Directors thank employees at all levels for their valuable service and support during the year. It is your Companys endeavour to provide safe, healthy and sustainable work environment in all the estates. Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. As per the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has also established a policy to prevent sexual harassment of its women employees. The policy allows every employee to freely report any such act with the assurance of prompt action to be taken thereon. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints.

Further, the Company has in place Internal Complaints Committees for Assam and Kolkata and your Company had complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Following are the particulars relating to complaints handled by the Company during the year:

Number of complaints of Sexual Harassment received/filed and disposed off : Nil

during the year and pending as on end of financial year .

Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Management Discussion and Analysis Report is provided in Annexure C. A separate Report on Corporate Governance in terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also provided in Annexure D to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company and Auditors Certificate of compliance with the conditions of Corporate Governance are collectively annexed in Annexure D to this Report.

General Disclosures

Your Directors state that :

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

2. No amount is proposed to be transferred to General Reserve during the year.

3. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

4. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

5. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule8 (5)

(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of companys operations in future.

Kolkata

Vinay K Goenka

July 28, 2023

Executive Chairman

DIN: 00043124