Balu Forge Industries Ltd Directors Report

7. DIVIDEND

The Board of Directors at their meeting held on July 30, 2024, has recommended payment of 0.15/- at the rate of 1.5% per fully paid up equity share of the face value of 10/- each as final dividend for the financial year ended March 31,2024.

The payment of the final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose name appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

In view of the provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source. The dividend pay-out has been determined in accordance with the Dividend Distribution Policy of the Company.

8. UTILISATION OF PREFERENTIAL ALLOTMENT PROCEEDS

The proceeds of funds raised under preferential allotments of the Company have been fully utilised as per Objects of the Issue. The disclosure in compliance with the Regulation 32(7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and detailed utilization are provided in the Corporate Governance Report which forms part of this Report.

Increase in Authorised Share Capital of the Company

The Authorised Share Capital of the Company has increased from 90,00,00,000/- (Rupees Ninety Crore Only) divided into 9,00,00,000/- (Nine Crore) Equity Shares of 10/- (Rupees Ten only) each to 1,10,00,00,000/- (Rupees One Hundred and Ten Crore Only) divided into 1 1,00,00,000/- (Eleven Crore) Equity Shares of 10/- (Rupees Ten only).

Issue and Allotment of Equity Shares & Warrants on Preferential Basis

During the financial year 2023-24, the Company has issued and allotted:

i. 1,37,27,000 Equity Shares to the Non-Promoters (Public Category) on preferential basis of 10/- each for cash at premium of 105.45/- aggregating to 1,58,47,82,1 50/-.

ii. 30,00,014 Convertible Warrants to persons forming part of promoter group on preferential basis of 10/- each for cash at premium of 105.45/- aggregating to 34,63,51,616.30/-, with an option to convert the same into equal number of equity shares of 10/- (Rupees Ten) each at an issue price of 115.40/- per share within a period of 18 months from the date of allotment of warrants, as per terms and conditions approved in Extra-Ordinary General Meeting held on 14th July, 2023.

Further, the Company has allotted 30,00,014 Equity Shares having face value of 10/- each at an issue price of 115.45/- fully paid up upon exercising the option available with the Share Warrant Holder (person belonging to the Promoter group) to convert 30,00,014 (Thirty Lakhs and Fourteen) Convertible Warrants.

Further, the Company has issued and allotted:

i. 25,00,000 Equity Shares to the Non-Promoters (Public Category) on preferential basis of 10/- each for cash at premium of 1 73.60/- aggregating to 45,90,00,000/-, approved by shareholders in Annual General Meeting held on 27th September 2023.

ii. 50,00,000 Convertible Warrants on preferential basis to persons forming part of promoter group, with an option to convert the same into equal number of equity shares of 10/- (Rupees Ten) each at an issue price of 183.60/- per share within a period of 18 months from the date of allotment of warrants, as per terms and conditions approved in Annual General Meeting held on 27th September 2023.

Share capital as on 31^st March, 2024

The paid-up Equity Share Capital as on 31st March, 2024 was 1,02,59,19,000/- divided into 10,25,91,900 Equity Shares of 10/- each.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares and issue shares under Employees Stock Option Scheme as per provisions of Section 62 (1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014, during the year under review.

10. MAINTENANCE OF COST RECORDS

The members are hereby informed that pursuant to the provisions of section 148 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company falls under the category of Non-Regulated Sectors whose revenue from export in foreign exchange exceeds 75% of its total revenue. Therefore, the Company is exempted from the provisions of the Companies Act, 2013 related to Cost Audit. Therefore, the appointment of Cost Auditors would not be applicable for the FY 2023-2024.

Further, since the appointment of Cost Auditor is applicable on the Company for the Financial Year 2023-24, the Board of Directors on the recommendation of the Audit Committee, has appointed M/s. R. K. Bhandari & Co, Cost Accountants, having Firm Registration No.: 101435, as Cost Auditors to

audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking shareholders approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 35^th AGM.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable provisions of the Companies Act, 2013, including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 and as required under Regulation 34 of the Listing Regulations, this Annual Report includes Consolidated Financial Statements for the financial year 2023-24.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year under review, there was no transfer of equity shares to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

13. INTERNAL CONTROL SYSTEM

The Companys internal control system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

Internal Audit - The Company has in place a robust Internal Control System and ably supported by reputed independent firms i.e. Mehta Singhvi & Associates, Chartered Accountants, Mumbai as the Internal Auditors. The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. These audits are based on risk based methodology and inter-alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the year for corrective action. Report of the Internal Auditors for the FY 2023-24 does not contain any qualification, reservation, disclaimer or adverse remarks.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loan given, investments made, guarantees given and securities provided during the year under review and as covered under Section 186 of the Companies Act, 2013 has been disclosed in the note no. 10 and 18 of

Standalone financial statements.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, in relation to audited financial statements of the Company for the year ended 31st March, 2024; the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments 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 31st March, 2024 and of the profit of the Company for the year under review.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) the Directors had prepared the accounts for the financial year ended 31st March, 2024 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.

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. REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has in total 4 Subsidiaries of which 2 are Indian and 2 are Overseas namely: -

1. Naya Energy Works Private Limited (WOS)

2. Balu Advanced Technologies & Systems Private Limited (WOS)

3. Safa Otomotiv FZ - LLC in Dubai (as a WOS)

4. Kelmarsh Technologies FZ-LLC in Dubai (the Company is yet to make Capital contribution in the said subsidiary).

Now the Company has decided to independently conduct all anticipated operations, either through its own operations or via subsidiary companies.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. No material change has taken place in the nature of business of the subsidiaries.

Statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, is annexed in the Form AOC-1 as "Annexure A" to this Report.

The financial statement of the subsidiaries shall also be sent to Members electronically who request for the same.

17. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on 31 March 2024, there were no deposits lying unpaid or unclaimed.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

(i) Composition of the Board of Directors and KMP

The Board of Directors and Key Managerial Personnel is duly constituted. The details of the directors are given in the Corporate Governance Report forming part of the Annual Report.

(ii) Changes in Composition of Board and Key Managerial Personnel

a) Mr. Amit Todkari was appointed as Chief Financial Officer of the company w.e.f 10 May 2023.

b) Ms. Tabassum Begum was appointed as Company Secretary and Compliance Officer of the company w.e.f 10 June 2023.

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act and

SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

Retirement of Directors by Rotation

As per the Companies Act, 2013, Mr. Jaspalsingh Chandock, (DIN: 00813218), Chairman and Managing Director, being longest in the office retire by rotation and being eligible, offers himself for reappointment.

(iii) Re-appointment of Mr. Jaspalsingh Chandock

Mr. Jaspalsingh Chandock (DIN: 00813218) was reappointed as a Whole-time Director of the Company for a term of 5 (Five) years commencing from 19th November, 2023 as approved by the members of the Company at 34th Annual General Meeting held on 27th September, 2023.

(iv) Re-appointment of Mr. Trimaan Chandock

Mr. Trimaan Chandock (DIN: 02853445) was reappointed as a Whole-time Director of the Company for a term of 5 (Five) years commencing from 19th November, 2023 as approved by the members of the Company at 34th Annual General Meeting held on 27th September, 2023.

(v) Re-appointment of Mr. Jaikaran Chandock

Mr. Jaikaran Chandock (DIN: 06965738) was reappointed as a Whole-time Director of the Company for a term of 5 (Five) years commencing from 19th November, 2023 as approved by the members of the Company at 34th Annual General Meeting held on 27th September, 2023.

• Meetings of Board of Directors

The Board of Directors duly met 09 (Nine) times during the financial year ended 31st March, 2024 as under: 27 April 2023, 09 May 2023, 21 June, 2023, 1 1 August 2023, 04 September 2023, 31 October, 2023, 14 November 2023, 03 February 2024 and 14 February, 2024.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015 / Companies Act, 2013. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

Audit Committee:

The Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The Audit Committee of the Company is constituted/ re- constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

During the financial year 2023-24, the Audit Committee of the Company met 7 times on 09 May 2023, 11 August 2023, 04 September, 2023, 31 October, 2023, 14 November 2023, 03 February, 2024 and 14 February 2024. The gap was not more than one hundred and twenty days between two Audit Committee meetings.

The Statutory Auditors, Internal Auditor and Whole Time Directors/Chief Financial Officer are being invited to the meeting as and when required.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of the Audit Committee is as under:

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination & Remuneration Committee is duly constituted, during the year under review, the committee met 03 (three) times on 09 May, 2023, 04 September, 2023 and 03 February, 2024.

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Composition of the Nomination & Remuneration Committee is as under:

Stakeholders Relationship Committee

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

The Stakeholders Relationship Committee is duly constituted, during the year under review, the committee met twice on 09 May 2023 and 11 August 2023.

The Composition of the Stakeholders Relationship Committee is as under:

The brief terms of reference of the Stakeholders Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Risk Management Committee

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Risk Management Committee is duly constituted, during the year under review, the committee met twice on 31 July 2023 and 18 January 2024.

The Composition of the Risk Management Committee is as under:

Corporate Social Responsibility Committee

The Board of Directors of the Company has formed a Corporate Social Responsibility Committee to make CSR as one of the key focus areas where the Company can play a vital role and provide a reasonable contribution to the society by entering into sustainable programs of high impact and integrity. The CSR Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same.

The detailed CSR policy and report on CSR activities undertaken during the year in accordance with Section 134 & 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure B" to this report.

The brief terms of reference, particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report. The Corporate Social Responsibility Committee had met twice i.e. on 11th August, 2023 and 14^th November, 2023.

The Composition of the Corporate Social Responsibility Committee is as under:

19. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

20. INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

21. DECLARATION OF INDEPENDENT DIRECTORS

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board , ba sed on the recommend ati on of the Nomi nati on and Remuneration Committee has carried out an annual performance evaluation of Board of Directors, Statutory Committees and Individual Directors. The policy is also in compliance to Regulation 19 read with Schedule II, Part D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Statutory Committees and individual Directors.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on Saturday, February 03, 2024 to review:

• The performance of non-independent directors and the Board as a whole and its Committees thereof;

• The performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

• To assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

24. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as ‘‘Annexure - C.

25. RELATED PARTY TRANSACTIONS

Att the related party transactions are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and atso for the transactions which are not foreseen. A statement of att related party transactions is presented before the Audit Committee on a quarterty basis specifying the nature, vatue and terms & conditions of the transactions. Att transactions entered with retated parties were in comptiance with the appticabte provisions of the Companies Act, 2013 read with the retevant rutes made thereunder and the Listing Regutations.

Att retated party transactions entered into by the Company during the financiat year under review were in the ordinary course of business and on arms tength basis. Att transactions entered with retated parties were in comptiance with the appticabte provisions of the Companies Act, 2013 read with the retevant rutes made thereunder and the Listing Regutations.

During the FY 2023-24, your Company did not enter into any materiat retated party transactions. Accordingty, disctosure with respect to the same in the form AOC- 2 in terms of Section 134 of the Companies Act, 2013 is not appticabte.

26. CORPORATE SOCIAL RESPONSIBILITY

The objective of the Companys Corporate Sociat Responsibitity (CSR) initiatives is to improve the quatity of tife of communities through tong-term vatue creation for att stakehotders. The Companys CSR Poticy provides guidetines to conduct CSR activities of the Company. CSR initiatives and activities are atigned to the requirements of Section 135 of the Act. The brief outtine of the CSR poticy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure B" of this report in the format prescribed in the Companies (Corporate Sociat Responsibitity Poticy) Rutes, 2014.

27. CORPORATE GOVERNANCE

In terms of Regutation 34 of SEBI (LODR) Regutations, a separate section on Corporate Governance with a detaited report on Corporate Governance is provided as a separate section in the Annuat Report and a certificate from Mohammed Aabid Partner of M/s. Aabid & Co., Company Secretaries, the Secretariat Auditor of the Company, Governance, forms part of this Annuat Report. The Report on Corporate Governance atso contains certain disctosures as required under the Companies Act, 2013.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regutations, the Business Responsibitity and Sustainabitity Report (BRSR) forms a part of this Annuat Report describing the initiatives undertaken by the Company from an environmentat, sociat and governance perspective during the year under review.

29. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Anatysis Report for the year under review, as stiputated under regutation 34 (3) and Part B of schedute V of the SEBI (Listing Obtigation and Disctosure Requirement) Regutation, 2015 is provided as a separate section in the Annuat Report.

30. AUDITORS

a) Statutory Auditors

M/s M. B. Agrawat & Co, Chartered Accountants (Registration No 100137W), were appointed as the Statutory Auditors of the Company for a period commencing from the conctusion of 31st AGM untit the conctusion of the 36th Annuat Generat Meeting.

The Statutory Auditors have given a confirmation to the effect that they are etigibte to continue with their appointment and that they have not been disquatified in any manner from continuing as Statutory Auditors.

The Report given by M/s M. B. Agrawat & Co, Statutory Auditors on the financiat statements of the Company is part of the Annuat Report. There has been no quatification, reservation, adverse remark or disctaimer given by the Auditors in their Report.

b) Internal Auditors

During the year the Board of Directors has re- appointed M/s Mehta Singhvi & Associates, Chartered Accountants (Registration No. 12221 7W) as Internat Auditors of the Company. The audit conducted by the Internat Auditors is based on an internat audit ptan, which is reviewed each year in consuttation with the Audit Committee. These audits are based on risk- based methodotogy and inter-atia invotve the review of internat controts and governance processes, adherence to management poticies and review of statutory comptiances. The Internat Auditors share their findings on an ongoing basis during the year for corrective action. Report of the Internat Auditors for the FY 2023- 24 does not contain any quatification, reservation, disctaimer or adverse remarks.

c) Cost Auditor

The Board of Directors on the recommendation of the Audit Committee, has appointed M/s. R. K. Bhandari & Co, Cost Accountants, having Firm Registration No.: 101435, as Cost Auditors to audit the cost records of the Company for the financial year 2024-25. As required under the Act, a resolution seeking shareholders approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 35^th AGM.

d) Secretarial Auditor

Secretarial Audit Report, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, was obtained from Mr. Mohammed Aabid, Partner of M/s. Aabid & Co., Practicing Company Secretaries in form MR-3 for the financial year 2023-24. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The said report is disclosed under "Annexure-D" and forms part of this report.

The Board at its meeting held on May 14, 2024 has appointed M/s. Singhvi & Associates, as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2024-2025.

31. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has formulated a policy and process for risk management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

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

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as "ANNEXURE E".

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employee of the Company to approach Audit Committee of the Company to report existing/ probable violations of laws, rules, regulations or unethical conduct.

34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

35. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

36. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has 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 which redresses complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

37. GREEN INITIATIVE

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time which permits paperless compliances and also service of notice / documents (including annual report) through electronic mode to its members. Accordingly, Electronic copy of the Annual report and the Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s).

To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

1. Material Changes and/or commitment that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this report;

2. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with rules 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

3. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-Time Directors of the Company;

4. Revision of the financial statements pertaining to previous financial periods during the financial year under review;

5. Frauds reported as per Section 143(12) of the Companies Act, 2013;

6. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

7. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

39. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Companys Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.