Chaman Metallics Ltd Directors Report

To

The Members,

Your Directors? have pleasure in presenting the 20th Annual Report on the business & operations of the Company together with Audited Financial Statements of the Company for the financial year ended on 31st March, 2023 .

FINANCIAL HIGHLIGHTS: Amount (Rs In Lakhs)

Particulars	FY (2022-23)	FY (2021-22)
Revenue from operations	22,761.86	18,486.79
Other Income	135.83	59.53
Total Income	22,897.69	18,546.32
Less: Expenses (excluding Finance Cost, Deprecia-	20,150.48	16,961.91
tion & Amortisation)
Profit/(Loss) before Interest, Depreciation, Tax	2,747.21	1,584.41
and Amortization (EBITDA)
Less: Finance Cost	222.58	189.46
Less: Depreciation & Amortization	181.93	171.64
Profit/(Loss) before Taxation (PBT)	2,342.69	1,223.31
Less: Extraordinary Items	--	--
Less: Tax Expenses (including Deferred Tax)	633.06	404.36
Less: Prior Period Expenses	--	--
Profit/(Loss) after Taxation (PAT)	1,709.63	818.96

OPERATIONS AND PERFORMANCE:

Highlights of the Company?s financial performance for the year ended March 31, 2023 are as under:

• Total Income for the year increased by 23.46% to Rs 22,897.69 Lakhs as compared to Rs 18,546.32 Lakhs achieved during previous Financial Year.

• EBITDA for the year increased by 73.39% to Rs 2,747.21 Lakhs as compared to EBITDA of Rs 1,584.41 Lakhs achieved in previous Financial Year

• Profit after Tax (PAT) increased by 108.76% to Rs 1,709.64 Lakhs as compared to net profit of Rs 818.95 Lakhs in previous Financial Year.

The overall financial performance of the Company during the current finicial previous financial year.

EXPANSION/NEW PROJECTS:

Your Company is under the process of strategic expansion of existing operations and installation of new plant and machineries for induction of new line of products in order to diversify its business operations and installation of a captive power plant. This expansion aims to boost our production capacity, enhance operational efficiency, and position us for increased market share in our industry.

Key Highlights of Our Expansion and Diversification Initiatives:

Facility	Existing	Capacity Proposed	Total
Sponge Iron	72,000 TPA	1,15,500 TPA	1,87,500 TPA
Induction Furnace to manu-	--	1,98,000 TPA	1,98,000 TPA
facture Billets
Submerged Arc Furnace to	--	39,204 TPA	39,204 TPA
manufacture Ferro Alloys
Captive Power Plant	--	12 MW (WHRB)	30 MW
		18 MW (AFBC)

Ongoing expansion efforts involve the modernization and enlargement of our production facilities. This will not only accommodate increased demand for our existing offerings but also provide the necessary infrastructure for the new products to be introduced.

DIVIDEND:

The Directors of your Company has decided to retain the profits earned by the Company and use the same for future development of the Company, therefore the Board has not recommended any dividend for the financial year ended on 31st March, 2023.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

SHARE CAPITAL:

During the year the year under review following changes were made in Capital Structure of the Company:

a. Authorised Share Capital: The Authorised Share Capital of the Company was increased from Rs 8.00 Crores to Rs 25.00 Crores vide. approval of the Shareholders in the Extra-Ordinary General Meeting held on 03rd June, 2022.

b. Paid-Up Share Capital: The Paid-Up Share Capital of the Company was increasedtwiceinthepreviousfinancialyear details are as follows:

a. Bonus Issue: The Company has made an allotment of 98,68,202 (Ninety-Eight Lakhs Sixty-Eight Thousand Two Hundred and Two) equity shares of Rs 10/- each as Fully Paid-up Equity Shares, in the ratio of 5:4 (i.e., 5 Equity Shares for every 4 Equity Share held) on 17th August, 2022. Thereby, the Paid-up Share Capital of the Company was increased to Rs 17,76,27,640/- (Rupees Seventeen Crore Seventy-Six Lakh Twenty-Seven Thousand Six Hundred and Forty Only).

b. Public Issue: Subsequently, the Company has made a Public Issue of 63,72,000 (Sixty-Three Lakh Seventy-Two Thousand) Equity Shares of Rs 10/- each at an Issue Price of Rs 38/- per share (vide. approval of the Shareholders in the 19th Annual General Meeting held on 04th August, 2022). The Offer was open from 04th January, 2023 to 06th January, 2023. The issue was fully subscribed and the Company raised an amount of Rs 24.21 Crores. Consequently, the paid-up share capital of the Company upon allotment of the said number shares offered through public issue on 12th January, 2023 was increased to Rs 24,13,47,640/- (Rupees Twenty-Four Crore Thirteen Lakh Forty-Seven Thousand Six Hundred and Forty Only).

The details of the Share Capital as on 31st March 2023 are as under: year has improved significantly as compared to a. Authorised Share Capital: The authorized capital of the Company is Rs 25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh Only) equity shares of Rs 10/- each.

b. Paid-Up Share Capital: The paid-up share capital at the end of the financial year was Rs 24,13,47,640/- (Rupees Twenty-Four Crore Thirteen Lakh Forty-Seven Thousand Six Hundred and Forty Only) divided into 2,41,34,764 (Two Crore Forty-One Lakh Thirty-Four Thousand Seven Hundred and Sixty-Four) equity shares of Rs 10/- each.

INITIAL PUBLIC OFFER (IPO) AND UTILIZATION OF IPO PROCEEDS:

Your Company initiated the process for Initial Public Offer (IPO) of its Equity Shares during the year under review. The IPO opened on 04th January, 2023 and closed on 06th January, 2023. The IPO was completed successfully and the equity shares of the Company are listed on the SME Platform of NSE, NSE EMERGE with effect from 16th January, 2023, the symbol of the Company?s Equity Shares is CMNL.

The Board is pleased and humbled by the faith shown in the Company by all the members. Total proceeds from the IPO were Rs 2421.36 Lakhs.

The proceeds realised by the Company from the IPO will be utilised as per objects of the offer disclosed in the Prospectus of the Company. The details of the IPO proceeds allocated and utilized during the financial year 2022-23 by the Company are as follows:

Amount (Rs In Lakhs)

S. No.	Particulars	Funds Allocated	Funds Utilised
1.	To meet Working Capital Requirements	1650.00	0.00
2.	General Corporate Purpose	577.36	577.36
3.	IPO Expenses	194.00	194.00
	Total	2421.36	771.36

The un-utilised proceeds of Rs 1650.00 Lakhs allocated towards working capital requirements was held with State Bank of India. However, the entire unutilized proceeds of Rs 1650.00 Lakhs have further been utilised towards the working capital requirements after the financial year 2022-23.

CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

None of the companies has become Subsidiary or Associate of the Company during the Financial Year 2022-23. Our Company has also not entered into any Joint Venture during the Financial Year 2022-23.

CREDIT RATING OF SECURITIES

During the year under review, your Company approached to Acuite Ratings & Research Limited (Acuite) to review the ratings assigned. Acuite has duly re-assigned credit ratings on 06th April, 2023 which are given hereunder:

Facility/Instrument	Rating
Long Term Bank Facilities	ACUITE A- (A Minus) (Outlook: Stable)
Short Term Bank Facilities	ACUITE A2+ (A Two Plus)

Board of Directors:

The following changes occurred in the Board of Directors of the Company during the year

S. No.	Name	Designation	Appointment /Cessation/ Change in Designation	Date of Ap- pointment / Cessation/ Change in Des- ignation
1.	Mr. Chetan Kumar Agrawal*	Chairman & Managing Director	Change in Designation	12/07/2022
2.	Mr. Ramesh Kumar Agrawal	Non-Executive Director	Change in Designation	12/07/2022
3.	Mr. Jyotish Chandra Das	Independent Director	Cessation	26/07/2022
4.	Mr. Sumit Dahiya**	Independent Director	Appointment	26/07/2022
5.	Ms. Disha Keshariya**	Independent Director	Appointment	26/07/2022
6.	Mr. Keshav Kumar Agrawal***	Joint Managing Director	Change in Designation	17/08/2022

*Appointed as Chairman & Managing Director of the Company in the AGM held on 04th August, 2022.

**Regularized as Directors (Independent Category) of the Company in the AGM held on 04th August, 2022 and appointed for a period of 5 years. ***Appointed as Joint Managing Director of the Company in the EGM held on 29th August, 2022.

Composition of Board:

The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning.

As on 31st March, 2023, the Board constitutes of the following Directors:

S. No.	Name of Director	DIN	Designation
1.	Chetan Kumar Agrawal	00748916	Chairman & Managing Director
2.	Ramesh Kumar Agrawal	00748853	Non-Executive Director
3.	Keshav Kumar Agrawal	02460958	Joint Managing Director
4.	Ranjeet Singh Thakur	01634319	Independent Director
5.	Sumit Dahiya	09685509	Independent Director
6.	Disha Keshariya	09621345	Independent Director

Key Management Personnel:

The following changes occurred in the Key Management Personnel of the Company during the year:

S. No.	Name	Designation	Appointment /Resignation/ Change in Designation	Date of Appoint- ment /Resignation/ Change in Desig- nation
1.	Mr. Rahul Relwani	Company Secretary & Com- pliance Officer	Appointment	07/06/2022
2.	Mr. Chetan Kumar Agrawal	Chairman & Managing Direc- tor	Change in Desig- nation	12/07/2022
3.	Mr. Keshav Kumar Agrawal	Chief Financial Officer	Appointment	12/07/2022
4.	Mr. Keshav Kumar Agrawal	Joint Managing Director	Change in Desig- nation	17/08/2022

Directors liable to retire by rotation and being eligible offer themselves for Re-appointment:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ramesh Kumar Agrawal (DIN: 00748853) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Declaration by Independent Directors:

The Company has received the necessary declarations from the Independent Directors as required under Section 149(7) of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of SEBI LODR Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

The Board of the Company after taking these declarations on record and acknowledging the accuracy of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience (including the proficiency) to qualify as Independent Directors of the Company. Further, all the Company?s Independent Directors have registered themselves with the Independent Director?s Databank maintained by the of the Indian Institute of Corporate Affairs (IICA).

Evaluation of the Board?s Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted a mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting. The Independent Directors reviewed key transactions, quality & timeliness of flow of information, recom-The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Board Meetings:

There were 14 (Fourteen) Board Meetings duly convened during the financial year 2022-23 on following dates:

S. No.	Date of Board Meeting	No. of Directors entitled to at- tend meeting	No. of Directors present
1.	07th April, 2022	5	5
2.	07th May, 2022	5	5
3.	07th June, 2022	5	5
4.	12th July, 2022	5	4
5.	26th July, 2022	5	5
6.	17th August, 2022	6	5
7.	24th September, 2022	6	6
8.	30th September, 2022	6	6
9.	08th November, 2022	6	6
10.	03rd December, 2022	6	6
11.	28th December, 2022	6	6
12.	12th January, 2023	6	5
13.	07th February, 2023	6	5
14.	22nd March, 2023	6	5

The necessary quorum was maintained in all the said meetings and proceedings during the meetings have been duly recorded in minute?s book maintained for the purpose.

The attendance of the Members of the Board is as under:

S. No.	Name of the Director	Number of board meetings entitled to attend	Number of board meet- ings attended
1.	Mr. Ramesh Kumar Agrawal	14	11
2.	Mr. Chetan Kumar Agrawal	14	14
3.	Mr. Keshav Kumar Agrawal	14	13
4.	Mr. Ranjeet Singh Thakur	14	13
5.	Mr. Jyotish Chandra Das	5	5
6.	Mr. Sumit Dahiya	9	9
7.	Ms. Disha Keshariya	9	9

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

Committees of the Board:

The Board has constituted various statutory committees in compliance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board has 4 (Four) Committees as of 31st March, 2023: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders? Relationship Committee d. Corporate Social Responsibility Committee

The committees consist of requisite majority of Directors comprising Independent and non-independent directors.

Details of all the Statutory Committees along with their composition and meetings held during the year are provided in Annexure 01 to this report.

Remuneration of Directors and Employees of Company

The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure 02 to this report.

Company?s Policy relating to Directors? appointment, payment of remuneration and discharge of their duties:

Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company carries out its business practices i.e. fair, transparent, inclusive and flexible. that: a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks. c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between -centive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the policy are as follows: a. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation of Performance, Remuneration Framework. b. Policy for appointment and removal of Directors, KMP and Senior Management Ascertain appointment criteria and qualifications, term and tenure of Directors, process/framework for their removal and retirement. c. Policy relating to the remuneration for Directors, KMP and Senior Management and other employees d. Policy Review.

The Nomination and Remuneration Policy of the Company has been updated on 26th July, 2022 to keep in line in accordance with the SEBI Listing Regulations and is available on the website of the Company and can be viewed on the website on the link: https://www.cmlgrgroup.com/uploads/investors/1667461336omination-&-Remuneration-Policy.pdf.

Directors? Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no

27 material departures in applying them; 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 and of the Profit of the Company for that period; b. he directors have 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; c. The directors have prepared the annual accounts on a going concern basis; d. The Directors have laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and e. 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.

CORPORATE SOCIAL RESPONSIBILITY:

The disclosure regarding the Composition of Committee and its meetings are provided above in "Committees of the Board" Section.

The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure 03 to this report.

AUDITORS: Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. O.P. Singhania and Co., Chartered Accountants, Raipur, were appointed as the Statutory Auditors of the Company for a period of 5 consecutive years by Members in their 16th Annual General Meeting (AGM) held in the year 2019 to hold office till the conclusion of 21st AGM of the Company to be held in the year 2024.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules, 2014, M/s Sanat Joshi & Associates has been appointed as cost auditors for conducting Cost Audit for the Financial Year under review.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 M/s. SRKN and Associates, Chartered Accountants are the Internal Auditors of the Company for the Financial Year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Amit Dharmani, Practicing Company Secretary, (CP No.: 18179) to undertake the Secretarial Audit of the Company.

AUDITOR?S REPORT: Statutory Audit:

There is no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors of the Company, in their audit report on the financial statements of the Company for the financial year ended 31st March, 2023 and hence it does not require any explanations or comments by the Board.

Frauds reported by the Auditors:

No frauds have been reported by the Auditor during the Financial Year 2022-23.

Secretarial Audit:

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2022-23 is annexed herewith as Annexure 04.

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor?s Report on secretarial and other applicable legal compliances to be made by the Company for the Financial Year 2022-23 and hence does not require any explanations or comments by the Board.

PARTICULARS OF LOAN, GUARANTEES, SECURITIES OR INVESTMENTS:

The particulars of investments made and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements (Ref. Notes 14 and 15). Your Company has not extended corporate guarantee on behalf of any other Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under review were on arm?s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Further during the year, the Company has not entered into any contract or arrangement with related parties which could be considered ‘Material?. Hence the information as required under Section 134(3)(h) of the Companies Act, 2013 in the prescribed Form AOC-2 is not applicable. The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size, scale and complexity of its operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence, the Internal Audit functions reports to the Chairman of the Audit Committee of the Board.

The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies of the Company.

Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the control. Significant Audit observations and corrective actions thereon are presented-tee of the Board

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as Annexure 05 to this report.

CHANGES IN THE NATURE OF BUSINESS:

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

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes occurred since the end of the financial year up to the date of this report having effect on the financial position of the Company.

BUSINESS RISK MANAGEMENT:

The Company has Risk Management Policy but the elements of risk threatening the Company?s existence are very minimal. Pursuant to Section 134(3)(n) of the Companies Act, 2013, at present the Company has not identified any element of risk which may threaten the existence of the Company.

DEPOSITS:

The Company has not accepted any deposit within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost records of the Company as specified under Section 148(1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention and Resolution of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All women employees (Permanent, Contractual, Temporary, Training) as well as women who visit the premises of the Company for any purpose are covered under this Policy and are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The details of the number of complaints pending, filed and their disposal during the under review are as follows: period

Particulars	Status
Number of cases pending as on the beginning of the year	Nil
Number of complaints filed during the year	Nil
Number of cases pending as on the end of the year	Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013:

(A) Conservation of Energy:

i. Steps taken for conservation: Your Company recognizes the vital need to conserve energy and give due importance to the reduction of power consumption in its manufacturing process. To this end, the Company is making every effort ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment?s technologies. The Board has approved the installation Power Plant of 30 MW (12MW WHRB and 18MW AFBC) and the Company received the environment clearance for the same. In this way Company aims to ensure optimum utilization of resources. ii. Steps taken for utilizing alternate sources of energy: The Company is planning for installation of power plant as mentioned above. iii. Capital investment on energy conservation equipments: During the year under review, the Company has not invested in any energy conservation equipment.

(B) Technology Absorption

i. Efforts made for technology absorption: ii. The Company has not absorbed any new technology during the financial year under review. iii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil iv. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Nil a. the details of technology imported; b. the Year of import c. Whether imported technology fully absorbed d. If not fully absorbed, areas where absorption of imported technology has not taken place, if any.

(iv) Expenditure on Research & Development, if any:

There was no expenditure incurred on research and development during the year under review.

(C)Foreign Exchange Earnings/ Outgo: As per actual

S. No.	Particulars	Amount (in Rs)
1	Foreign Exchange Earnings	--
2	Foreign Exchange Outgo	--

DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There are no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

No significant or material orders have been passed by the regulators/court-pact the going concern status of the Company and its future operations.

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the website of the Company and can be accessed at the web link: https://www.cmlgrgroup.com/investors.php?invest=9.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Board of Directors have established ‘Vigil Mechanism/Whistle Blower Policy? and ‘Code of Conduct? for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014.

By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee.

During the year under review, Mr. Ranjeet Singh Thakur resigned from Chairmanship of the Audit Committee and Mr. Sumit Dahiya was appointed as the Chairman of Audit Committee.

The Board of Directors of the Company in its meeting held on 22.03.2023 has revised the details of the Chairman of the Audit latestCommittee mentioned in Clause 4 of the existing Vigil Mechanism / Whistle Blower Policy.

The said revised policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Vigil Policy by the Human Resources Department at the time of their joining.

The Company has not reported any complaints under Vigil Mechanism. Details of establishment of the Vigil Mechanism can be viewed on the Company?s website at https://www.cmlgrgroup.com/uploads/investors/1691414057igil-Mechanism-Policy. pdf.

DETAILS OF DIFFERENCES 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:

Your company has not made any one-time settlement with any of its lenders.

POLICIES ADOPTED BY THE COMPANY:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are available for the access at the website of the Company at https://www.cmlgrgroup.com/investors.php?invest=2.

Code of Conduct of Board of Directors & Senior Management:

The Board of Directors has laid down a Code of Conduct, for better transparency and Accountability for all the Board Members and Employees of the Company. All the Board members and senior management personnel have confirmed with the code as provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and Senior Management during the financial year 2022-23 and a Declaration in this regard is attached as Annexure 06.

It describes their responsibility and accountability towards the company which is available for the access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/1669104686ode-of-Conduct-for-Board-and-Senior-Management.pdf.

Determination of Materiality of Information & Events:

The Board of Directors has laid down a Policy for Determination & Disclosure of Materiality of Events and Information, the management of the company determines the material events of the company in accordance with this policy and discloses them for the investors. The policy is available for access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/1668775179olicy-for-Determination-&-Disclosure-of-Materiality-of-Events-&-Information.pdf.

the Companies Act, 2013 which would im Insider Trading Disclosure:

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company?s shares, in excess of limits prescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Compliance Officer is responsible for implementation of the Code.

Terms and Conditions for Appointment of Independent Directors:

The Company has framed policy relating to Appointment of Independent Directors. The policy is available for access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/1668604099erms-&-conditions-of-Appointment-of-Independent-Directors.pdf.

Policy on Identification of Group Companies, Material Creditors and Material Litigations:

In view of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board of Directors of Company has adopted a policy and procedures for determination of Companies which are considered to be material as a group company of the Company within the meaning of ‘Group Company? defined -tions, Material Litigations and Material Creditors. The policy is available for access at the website of the Company at https:// www.cmlgrgroup.com/uploads/investors/1668770853ateriality-Policy-for-Indentification-of-Group-Companies-and-Liti-gation.pdf.

Archival Policy:

The Board of Directors of your Company has adopted a policy relating to retention and archival of corporate records of the Company in accordance with requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available for access at the website of the Company at https://www.cmlgrgroup. com/uploads/investors/1668773539rchival-Policy.pdf.

Policy for Preservation of Documents:

The Board of Directors of your Company has adopted a policy on Preservation of Documents as per Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available for access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/1668775266olicy-for-Preservation-of-Documents.pdf.

OTHER DISCLOSURES:

Your Directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/ events related to these items during the year under review:

Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company.

Corporate Governance:

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company but the Company adheres to good corporate practices at all times. Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Investors Education and Protection Fund

During the year under review no such events occurred which required to be reported under this category.

Disclosures with respect to Demat suspense account/ unclaimed suspense account

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

Disclosure of certain types of agreements binding listed entities

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

CAUTIONARY STATEMENT

The annual report including those which relate to the directors? report, management discussion and analysis report may contain certain statements on the Company?s intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to express their sincere gratitude and appreciation for the support and co-operation extended by all the stakeholders. The Directors appreciate the support the Company received from Auditors, Bankers and Central/ State Government authorities. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

For and on behalf of Board of Directors
SD/-	SD/-
under the SEBI Regula
Chetan Kumar Agrawal	Keshav Kumar Agrawal
Chairman & Managing Director	Joint Managing Director & CFO
DIN: 00748916	DIN: 02460958
Place: Raipur
Date: August 26, 2023