Advance Metering Technology Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Shareholders,

The Board of Directors hereby submits the 13^th Annual Report with Audited Financial Statement of your Company (‘the Company’ of ‘AMTL’) for the year ended 31st March, 2024.

 

FINANCIAL RESULTS

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015.

Accordingly, the financial reports for current financial year prepared as per Ind AS reporting framework

The financial highlights of the Company for the year ended March 31, 2024, are as follows:

Particulars	Standalone		Consolidated
	Year Ended 31.03.2023	Year Ended 31.03.2022	Year Ended 31.03.2023	Year Ended 31.03.2022
Total Income	2251.37	1747.17	2398.92	2048.02
Total Expenditure	2427.84	2891.49	2600.14	2684.61
Profit/Loss before Exceptional and Extraordinary	(176.47)	(1144.32)	(201.22)	(636.59)
Item and Tax
Exceptional Items - Expense / (Income)	-	1306.36	-	1188.17
Profit before Tax (PBT)	(176.47)	162.04	(201.22)	551.58
Current Tax	-	-	-	1.46
Deferred Tax	-	-	-	-
Profit/Loss for the year	(176.47)	162.04	(201.22)	550.12

 

STATE OF COMPANY’S AFFAIRS

As compared to previous year the total income of the Company has increased from Rs. 1747.17 to Rs. 2251.37. As against the profit of Rs. 162.04 for the year ended 31st March, 2023 the Company closedthe with year under overview the loss of Rs. 176.47.

The backward integration implemented during the previous year, has resulted in lowering the cost of the meters, reduction of dependence on others for timely supply of quality goods.

Having created a niche for itself in the market for meters, your company focused on widening product basket and expanding market reach. Moving ahead with the rising demand of smart meters the company will enhance production capacity and grow business volumes.

 

SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the company as on 31.03.2024 is Rs. 12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000 preference shares of Rs. 5/- each.

The issued, subscribed and paid up Share Capital of the company as on 31.03.2024 was Rs. 8,02,87,330/- divided into 1,60,57,466 equity shares of face value of Rs. 5/- each.

 

TRANSFER TO RESERVES

During the year under review, no amount is transferred to reserves.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company.

During the year under review, the Board of Directors comprised of six members. Mr. Prashant Ranade is the Managing Director of the Company. Mr. Pranav Kumar Ranade is the Chairman and Executive Director of the Company, Mrs. Ameeta Ranade is the Non-Executive Director of the Company. The three Independent Directors the Board of the Company, Dr. Priya Somaiya, Mr. Anil Kohli and Mrs. Roopali Mittal.

 

Change in Designation of Directors

During the period under review, Mr. Prashant Ranade designation was changed from Executive Director to Managing Director of the Company, Mr. Pranav Kumar Ranade designation was changed from Chairman and Managing Director to Chairman & Executive Director of the Company, by the Board of Directors at its Meeting held on 09th November, 2023 and Shareholders have also accorded its approval by way of passing of Special Resolution through e-Postal Ballot dated 03rd February 2024.

 

Appointment of Directors

During the year under review, Mrs. Roopali Mittal (DIN: 02045584) was appointed as an Additional Director and Independent Director of the Company, by the Board of Directors at its Meeting held on 09th November, 2023 considering her integrity, expertise and experience, was appointed as an independent director and non-executive director of the Company by the Members of the Company through the postal ballot (by way of e-voting process only) on February 03,

2024 to hold office up to a period of five (5) years with effect from November 09, 2023 to November 08, 2028. Pursuant to the circular dated June 20, 2018, issued by the stock exchanges and the declaration received from the independent director, she being appointed as an independent director are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and therefore,shewasnotdisqualified to be appointed/reappointed as an independent director. Further, she is not related to any director of the Company.

Mr. Anil Kumar Rustogi (DIN: 00007953) has been appointed as an Additional Director and Independent Director of the Company by the Board of Directors by passing the resolution by circulation with effect from June 29, 2024 considering his integrity, expertise and experience, at the ensuing Annual general meeting he is being eligible and has offered himself for regularization as an Independent Director of the Company.

 

Resignation of Directors

During the year under review, Mr. JP Singh (DIN: 08955143), Independent Director, ceased to be a director of the Company on account of resignation from close of business hours on November 10, 2023. As per his resignation letter, he was pre-occupied and travelling frequently and would not able to devote his time to perform the duties in the capacity of Independent Director of the Company. He also confirmed that there is no other material reason other than those provided. During the period under review, Mr. Anil Kohli was completed his first tenure on 30th March 2024. The Board placed on record its appreciation for the valuable contribution rendered by him and re-appointed him on 30th March, 2024 but due to his ongoing health issues he gives his resignation to the company with effect from 29.06.2024. He also confirmed that there is no other material reason other than those provided.

In accordance with the provisions of Section 152 of the Act and the articles of association of the Company, Mrs. Ameeta Ranade Director of the Company retire by rotation at the ensuing annual general meeting and she is being eligible has offered herself for re-appointment. The Board recommends her re-appointment. A resolution seeking members’ approval for her re-appointment along with other required details forms part of the notice of the ensuing annual general meeting.

 

Key Managerial Personnel

The following are the Whole-Time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: 1. Mr. Pranav Kumar Ranade, Whole Time Director, 2. Mr. Prashant Ranade, Managing Director

3. Mr. Hrydesh Jain, Chief Financial Officer

4. Mr. Rakesh Kumar, Company Secretary

During the Period under review, Ms. Aakansha Sharma, Company Secretary of the Company tender her resignation from the company on 05h September 2023 and relieved her with effective from 04th October, 2023 and Mr. Rakesh Kumar has been appointed as a Company Secretary of the Company by the Board of Directors at its Meeting held on 09th November, 2023.

Mr. Prashant Ranade designation was changed from Executive Director to Managing Director of the Company, Mr. Pranav Kumar Ranade designation was changed from Chairman cum Managing Director to Chairman cum Whole Time Director of the Company, by the Board of Directors at its Meeting held on 09th November, 2023.

 

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(d) of the Act with respect to statement on declaration given by independent directors under Section 149(6) of the Act read with Regulation 25(8) of Listing Regulations, the Board hereby confirms that all the independent directors of the Company have given declaration that – • they meet the criteria of independence as provided in Section 149(6)of the Act and in the SEBI Listing Regulations; • they have registered their names in the independent directors’ data bank as prescribed under the Act in terms of

Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014; and

• they have complied with the code for independent directors prescribed in Schedule IV to the Act.

All the Directors have confirmed that they are not disqualified for being appointed as Directors pursuant to Section 164 of the Act and other applicable laws. Based on the confirmation/affirmation that he/she was not aware of any circumstances that are contrary to the declarations submitted by him/her, the Board acknowledged the veracity of such confirmation and recorded the same.

 

Familiarization programs

The independent directors are given a formal letter of appointment from the Company stating their position, function, responsibilities, and obligations. The Company organizes familiarization programs for independent directors in accordance with Regulation 25(7) of the SEBI Listing Regulations to give them the chance to have a comprehensive grasp of their roles, rights, and obligations. Additionally, it enables independent directorsto fully comprehend the businessmodel of the company, operational processes, the nature of the sector, and other pertinent facts.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31st March, 2024.

 

COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Directors was approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that the Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-Section (3) of Section 178 of the Companies Act, 2013, is adopted by the Board on the recommendation of Nomination and Remuneration Committee. The remuneration provided to all the directors, key managerial personnel and other employees of the Company is in accordance with the remuneration policy of the Company.

 

FRAMEWORK FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS ,THE BOARD AND ITS COMMITTES

Pursuant to the provisions of section 178 read with Companies Amendment Act, 2017 and Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Nomination and Remuneration Committee (the "Committee") shall lay down the evaluation criteria for performance evaluation of Independent Directors and the Board. This framework shall contain the details of Board’s self-evaluation framework (including all Committees of the Board and individual directors).

While evaluating the performance of Board, the Board had considered the composition and structure of the Board in terms of size, experience, diversity, effectiveness of the board process, dissemination of information etc. The Board gives effective advice and assistance for achieving the company’s mission and vision.

The performance of the committees was evaluated by the board taking into consideration the factors such as composition of the committee; effectiveness of committee meetings; independence of the committee from the Board and contribution in decision making by the Board etc. It was found that their performance and functioning was within the mandate of the Board besides meeting the expectations of the Board.

The Board is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Committee shall establish the following processes for evaluation of performance of Independent Director and the Board:

• Once a year, the Board will conduct a self-evaluation. It is the responsibility of the Chairman of the Board, supported by the Company Secretary of the Company, to organize the evaluation process and act on its outcome;

• The Committee shall formulate evaluation criteria for the Board and the Independent Directors which shall be broadly based on:

? ? Knowledge to perform the role;

? ? Time and level of participation;

? ? Performance of duties and level of oversight; and

? ? Professional conduct and independence.

• If required by the Chairman, the Board / Independent Directors may be asked to complete the evaluation forms and submit the same to the Chairman.

Further, Independent Directors at a separate meeting held on 29th March 2024 evaluated performance of the Non-Independent Directors, Board as a whole and that of the Chairman of the Board.

 

CORPORATE GOVERNANCE

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report.

ACertificate Chartered Accountant regarding compliance with the conditions stipulated in the Listing

Regulations forms part of the Corporate Governance Report and annexed as Annexure- I.

 

PERFORMANCE EVALUATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II to this report.

During the year under review, there was no employee drawing remuneration in excess of limits prescribed under Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, list of top 10 employees is attached in the Annexure-II forming part of this report.

 

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II to this report.

During the year under review, there was no employee drawing remuneration in excess of limits prescribed under Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, list of top 10 employee is attached in the Annexure-II forming part of this report.

 

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed and there no material departures from the same; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 31st March 2024 and of the profit and loss of the company for year ended on that date;

(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.

 

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company had documented a comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with the policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The formalized system of control facilitates effective compliance of all laws applicable to the Company.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations, if any, and corrective actions thereon are presented to the Audit Committee of the Board. The Audit Committee also meets the Company’s Statutory Auditors to ascertain their views on the financial statements,includingfinancialreporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of internal controls and systems followed by the Company.

 

STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Members of the Company at 10thAGM of the Company, held on 30th September 2021, approved the appointment of M/s. GSA & Associates LLP (Firm Registration No. 000257N/N500339) as Statutory Auditors of the

Company, to hold office for a period of five There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the for the Financial Year ended on 31 financial ^st March, 2024. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

There was no instance of fraud during the year under report, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

 

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, the Board of Directors of the company in its meeting held on 26th May, 2023 appointed

M/s. Navneet K Arora & Co. LLP, Practising Company Secretary to conductSecretarialAuditforthefinancialyear 2023-

24.The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as Annexure-III (A).

 

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, M/s Navneet K Arora & Co LLP, Company Secretaries in Practice has issued Annual Secretarial Compliance Report is also annexed to this report as Annexure- III (B).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards etc. covered under the Secretarial Audit. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditors in their Secretarial Audit Report that may call for any explanation from the Directors.

 

SECRETARIAL STANDARD

The company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meeting and Annual General Meetings.

 

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2024, is available on the Company’s websitewww.pkrgroup.in.

 

MEETINGS OF THE BOARD

During the year under the review, 4 (Four) Board meetings of the Company were duly convened and held. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 (herein after also referred to as "the Act") and Secretarial Standard 1 on Board meetings issued by the Institute of Company Secretaries of India.

The dates on which these meetings were held are May 26, 2023, August 11, 2023, November 09, 2023 and February 09, 2024

The details of which are provided in the corporate governance report.

 

i) AUDIT COMMITTEE

The Composition of Audit Committee is as under and is in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunderand Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scope of the activities of the Audit Committee is set out in the Corporate Governance Report.

Dr. Priya Somaiya (Chairperson) -	Independent Director
Mr. Prashant Ranade -	Managing Director
Mr. Anil Kohli -	Independent Director

 

All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.

The members of the Audit Committee met four times during the year under review, details stated in the Corporate Governance Report.

[Note-Mr. Anil Kohli ceased to be a member w.e.f June 29, 2024 and Mr. Anil Kumar Rustogi has been inducted as member of the Committee w.e.fJune 29, 2024

 

ii) NOMINATION AND REMUNERATION COMMITTEE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the members of the Nomination and Remuneration Committee met once during the year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report. iii) STAKEHOLDER RELATIONSHIP COMMITTEE

During the year under review, the members of the Stakeholder Relationship Committee met once. The details of the constitution of the Stakeholder and Relationship Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

 

VIGIL MECHANISM/WHISTILE BLOWER POLICY

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, 2015, the Company has established a robust vigil Mechanism for directors and employees to report to the management instances of unethical behavior, actual and or suspected, fraud or violation of the Company’s code of conduct. The Vigil Mechanism Policy provides that the company and investigates in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so. The policy also provides the mechanism for adequate safeguard against the victimization of Director(s)/employees who avail the mechanism and also provide for the direct access to the Chairman of the Audit Committee in exceptional cases.

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Company. The details of the Policy are posted on the website of the Company www.pkrgroup.in.

 

PARTICULARS OF LOANS, OR GUARANTEE OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing regulation and disclosure onparticulars relating to loans, advances, guarantees and investments are provided as part of the notes to accounts of the Standalone Financial Statement.

 

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS and material orders passed by the Regulators/Courts/Tribunals which would impact the going Therearenosignificant concern status of the Company and its future operations, except in respect of matters specified below:

- BSE Limited in compliance of SEBI Circular No SEBI/HO/CFD/CIR/P/2020/12 dated 22nd January 2020 has imposed fine of Rs.59,000/- to company vide email dated 29th June 2022 for late submission of the financial results for the financial year ended 31st March 2022 as well freezing of Promoters Demat Account. Company vide letter dated 22nd December 2022 has submitted application for waiver of penalty but BSE Ltd has rejected the application vide email dated 15th September 2023 and has directed the company to pay a total penalty of Rs.59,000/- along with Rs.7,080/- towards late submission of Corporate Governance Report for the quarter ended on 30th December 2020 and Rs.29,500/- towards late submission of Related Party Transactions of the Company for the half-year ended as on 31st March 2022. The Company has paid whole amount of penalty on 21st September 2023 as imposed via email dated 15th September 2023.

 

RISK MANAGEMENT POLICY

The Company has framed a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The policy has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments.

The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

 

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

 

SUBSIDIARIES

PKR Energy Limited, wholly owned subsidiary of the Company was dissolved by the order of the Hon’ble NCLT PRINCIPAL BENCH, New Delhi by its order dated June 11, 2024. The Company has three subsidiaries outside India viz. Global Power and Trading (GPAT) PTE. Ltd., Singapore, and Advance Power and Trading GMBH, in Germany and PKR Technologies Canada Limited, in Canada.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a statement containing salient features of the Financial Statements of your Company’s Subsidiaries in Form AOC-1 is attached to Financial Statements annexed as "Annexure-IV".

 

CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All the transactions entered into with related parties as defined under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March, 2024 were in the ordinary course of business and on arm’s length basis. As per the provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had obtained the necessary prior approvals of the Audit Committee for all the related party transactions. Further, there were no material related party transactions with promoters & promoter’s group, directors or Key Management Personnel during the year under report.

None of the transactions with any of the related parties were in conflict with the interest of the Company synchronize and synergise with the Company’s operations The Company has framed a Policy on materiality of Related Party Transactions and on dealing with related party Transactions in accordance with SEBI Listing Regulations 2015 and Companies Act, 2013, as amended. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties.

The particulars of all contracts or arrangement entered with the related parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed form AOC-2 of Companies (Accounts) Rules, 2014 is appended as "Annexure-V".

 

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended as "Annexure- VI"

 

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section of section 148 of the Companies Act, 2013 are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

 

CHANGE IN NATURE OF BUSINESS, IF ANY

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

 

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act. Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

 

APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

 

DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING

LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

 

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:

1. The amount, which it proposes to carry to any reserves.

2. The amount which it recommends should be paid by way of Dividend.

3. Details relating to deposits covered under Chapter V of the Act.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is annexed to this report as "Annexure-VII".

 

GENERAL MEETING

During the year under review, Company has convened Annual General Meeting held on September 27, 2023 for the financial year 2022-23.

Further, Company has convened Extra-ordinary General Meeting by way of Postal Ballot on February 03, 2024 for shareholders approval.

 

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up "Prevention of Sexual Harassment

Committee" (‘the Committee’) to redress the Complaints received regarding sexual harassment which has formalized a free and fair enquiry process with clear timeline.

During the year under review, the Company had not received any complaint of harassment.

 

CEO AND CFO CERTIFICATE

CEO and CFO Certificate as prescribed under Schedule- II Part

Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

 

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Date: 09.08.2024

Place: New Delhi