CRP Risk Management Ltd Directors Report

To,

The Members of

CRP RISK MANAGEMENT LIMITED.

Your Directors have the pleasure of presenting their 24th Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31, 2024.

1. The financial results of the company are summarized below:

(Amount Rs.)

Particulars	2023-24	2022-23
Total Revenue	13,04,93,425	16,63,10,168
Total Expense (Excluding Depreciation)	12,11,00,978	15,60,38,924
Gross Profit before depreciation and tax	93,92,447	1,02,71,245
Depreciation	(89,28,557)	(96,71,750)
Net Profit before tax	4,63,890	5,99,495
Tax Expense	1,01,693	1,21,013
Net Profit After Tax	3,62,197	4,78,482
Earning Per Shares (EPS)
Basic	0.02	0.03
Diluted	0.02	0.03

2. RESULTS HIGHLIGHTS

During the year the Company has generated revenue from operations of Rs. 13,04,93,425/- (including other income) and earned net profit after tax Rs. 3,62,197/- as compared with the corresponding figures in the previous year of Rs. 16,63,10,168/- and Rs. 4,78,482/- respectively. The total revenue is decreased by Rs. 3, 58,16,744/- as compared with last year as well as net profit after tax also decreased by Rs. 1,16,285/- as compared with last year.

3. BUSINESS AND OPERATION OF THE COMPANY

CRP Risk Management Limited (CRP) (Previously known as CRP Technologies (India) Limited) was incorporated in the year 2000 in Mumbai. The Company is among Indias leading risk mitigation consulting and Human Resource solutions providers. The Company is specialized in offering customized solutions to our corporate clients, based on their key risk frameworks. With a pan-India presence, offices across all major cities, and a proprietary network of field officers, The Company is one of the few entities in the country that is able to operationalize solutions for clients. Over the last decade, CRP has evolved from being a basic ‘credit-check entrepreneurial start-up an integrated risk mitigation organization; working with close to 300 leading Indian and Multinational Corporations and also have Veterinary division [CVD] which is a logical extension of the promoters historical family business. It has positioned itself as a premier market CVD and offers a unique combination of strengths not only restricted to sales but also robust market intelligence which helps our partners to penetrate new markets and customers at best possible timelines.

4. DIVIDENDS

The Board of Directors of the company has not proposed any dividend for the financial year ended March 31, 2024.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2023-2024.

6. TRANSFER TO RESERVE

The company has transferred the amount of Rs. 3,62,197/- to the reserves for the financial year ended March 31, 2024.

7. CHANGE IN SHARE CAPITAL

The present Authorized Capital of the Company is Rs. 21,00,00,000/- divided into 2,09,99,000 Equity Shares of Rs.10.00 each and 1000 Redeemable Preference Shares Of Rs. 10 Each.

The present Issued, Subscribed & Paid-up Capital of the Company is Rs. 17, 48,49,000/- divided into Equity Shares of Rs. 10.00 each. During the year under review, no change took place in the authorized and paid-up share capital of the Company.

8. MAJOR EVENTS DURING THE F.Y.2023-24

During the financial year, In-principal approval has been obtained by the company in the matter of revocation of suspension in trading of equity shares. Revocation of suspension in trading of equity shares was revoked w.e.f. March

5, 2024.

9. SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the financial year.

11. ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2023-2024 is available on the companys website https: https://www.crp.co.in/.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013. As on March 31 2024, the Board comprises of:

Sr. No. Name	Designation
1 Mr. Raza Mohammed Sayyed	Managing Director
2 Mrs. Nisha Hitesh Asrani*	Non-Executive Director Chairman
3 Mr. Hitesh Parmanand Asrani	Executive Director & Chief Financial Officer
4 Mr. Surendra Shyam Hegde	Non-Executive Independent Director
5 Mr. Honne Chandre Gowda	Non-Executive Independent Director
6 #Mrs. Kinjal Darshit Parkhiya	Non-Executive Independent Director

* Mrs. Nisha Hitesh Asrani -Resigned w.e.f August 08, 2024 from the position of Director

# Mrs. Kinjal Darshit Parkhiya Appointed as Mrs. Kinjal Darshit Parkhiya (w.e.f August 08, 2024)

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having a composition of Board as per Regulation 17 of Listing Regulations. None of the director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Retirement by rotation and subsequent re-appointment

Mr. Sayyed Raza (DIN: 02497549), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as director are also provided in Notes to the Notice convening the 24th Annual General meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sayyed Mohammed Raza and Mr. Hitesh Asrani are acting as Managing Director and Chief Financial Officer respectively. Mr. Rahul Verma (Membership No. A39769) is acting as the Company Secretary and Compliance Officer of the Company with effect December 22, 2023 in place of Ms. Ankita Chopra (Membership No. A66441), who resigned as the Company Secretary and Compliance Officer of the Company with effect from November 16, 2022.

DETAILS OF BOARD MEETINGS

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. During the year under review, 5 (Five) Board meetings were properly held and convened detailed as under:

Sr No	Date of Meeting	Directors Attendance
		No. of Directors eligible to attend	No. of Directors attended
1.	November 08, 2023	5	5
2.	November 09, 2023	5	5
3.	November 20, 2023	5	5
4.	December 22, 2023	5	5
5.	January 17, 2024	5	5

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

13. COMMITTEES OF THE BOARD:

The Board of Directors, are in line with the requirement of the act, has formed various committees, details of which are given hereunder.

I. Audit Committee

The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committees role includes oversight of the financial reporting process, the audit process, the adequacy of internal controls, transactions with related parties and compliance with applicable laws and regulations.

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The members of the Audit Committee are financially literate and have requisite experience in financial management. The Audit Committee meets the Statutory Auditor and the Internal Auditor independently without the management at least once in a year. All the recommendations made by the Audit Committee were accepted by the Board.

During the year under reference, 4 (Four) Audit Committee meetings were held which are as follows:

Sr No	Date of Meeting	Directors Attendance
		No. of Directors eligible to attend	No. of Directors attended
1.	November 08, 2023	3	3
2.	November 09, 2023	3	3
3.	November 20, 2023	3	3
4.	January 17, 2024	3	3

The Composition of the Audit Committee and the attendance of the Members of the Committee during the financial year ended March 31, 2024, are detailed below:

Name of the Director	Designation	No. of meetings eligible to attend	No. of meetings attended
Honne Chandre Gowda (Non-Executive Independent Director)	Chairperson	4	4
Mr. Surendra Hegde (Non-Executive Independent Director)	Member	4	4
Mr. Hitesh Asrani (Executive Director)	Member	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors:

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company i.e. www.crp.co.in.

II. Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015

During the year under reference, 1(One) Stakeholders Relationship Committee meetings were held which are as follows:

Sr No	Date of Meeting	Directors Attendance No. of Directors eligible to attend	No. of Directors attended
1.	January 17, 2024	3	3

The Composition of the Stakeholders Relationship Committee and the attendance of the Members of the Committee during the financial year ended March 31, 2024, are detailed below:

Name of the Director	Designation	No. of meetings eligible to attend	No. of meetings attended
Mr. Surendra Hegde (Non-executive Independent Director)	Chairperson	1	1
Mr. Honne Gowda (Non-executive Independent Director)	Member	1	1
Mrs. Nisha Asrani (Non-executive Director)	Member	1	1

III. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under reference, 3(Three) Nomination and Remuneration Committee meetings were held which are as follows:

Sr No	Date of Meeting	Directors Attendance No. of Directors eligible to attend	No. of Directors attended
1	November 09, 2023	3	3
2	November 20, 2023	3	3
3	December 22, 2023	3	3

The Composition of the Nomination and Remuneration Committee and the attendance of the Members of the Committee during the financial year ended March 31, 2024, are detailed below:

Name of the Director	Designation	No. of meetings eligible to attend	No. of meetings attended
Mr. Surendra Hegde (Non-executive Independent Director)	Chairperson	3	3
Mr. Honne Gowda (Non-executive Independent Director)	Member	3	3
Mrs. Nisha Asrani (Non-executive Director)	Member	3	3

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm 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 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 the end of the financial year and of the profit and loss of the Company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. DISQUALIFICATIONS OF DIRECTORS

During the Financial Year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified. The Certificate for Disclosure of Non- Disqualifications of Directors has been taken from Amruta Giradkar and Associates which is attached to the report in Annexure V.

16. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Surendra Hegde and Mr. Hemant Gada (Till: November 06, 2023) Honne Chandre Gowda (w.e.f. November 08, 2023) are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting of Independent Directors

The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting of Independent Directors was held on February 14, 2024.

Familiarization Programme

The Company has put in place a system to familiarize the Independent Directors about the Company, its products, business operations in emerging markets, Quality Control and on-going events relating to the Company.

Annual Evaluation of the Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board conducted the Annual Evaluation of the Board, on its own performance and of the

Directors, individually as well as the evaluation of the working of the Committees of the Board. Structured questionnaire was prepared after taking into consideration various aspects of Boards functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a Nomination & Remuneration Policy to ensure a competent Board. The Committee identifies competency gaps, evaluates candidates, and recommends suitable members. It also fills Board vacancies as needed. The selected candidates are invited to join the Board and subject to approval of Shareholders.

Additionally, a Nomination & Remuneration Committee has been established to set criteria for board member selection, which includes: (a) Identification of candidates who are qualified to become directors and senior management personnel (b) Determining the tenure of independent directors, whether to extend or continue the term of appointment of the independent director, based on the Report of performance evaluation (c) Formulating a remuneration policy for directors, senior executives, and staff, covering ESOP, pensions, and other compensations.

The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178. The aforesaid polices are put up on the Companys Website www.crp.co.in.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

18. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during Financial year 2023-24.

19. CODE OF CONDUCT

The Companys Code of Conduct, as adopted by the Board of Directors, is applicable to all Directors, Senior Management and Employees of the Company. The Code of Conduct of the Company covers substantial development, disclosure of material information, integrity of financial reporting, continuous improvement of the internal control system and sound investor relations.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under and SEBI LODR Regulations, 2015, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section135 of the Act, shall comply with the provisions of Section 135 of the Act and its rules. Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility (CSR) Committee.

21. KEY MANAGERIAL PERSONAL

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sayyed Mohammed Raza and Mr. Hitesh Asrani are acting as Managing Director and Chief Financial Officer respectively. Ms. Ankita Chopra resigned from the post of Company Secretary and compliance officer on November 16, 2022.

Company has appointed Mr. Rahul Verma (Membership No. A39769) as the Company Secretary, Compliance Officer and Key Managerial Personnel (KMP) of the Company with effect December 22, 2023.

22. PARTICULARS OF EMPLOYEES

As the Companys securities were listed on SME platform of BSE Limited w.e.f. January 31, 2018. The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is applicable to the Company for the financial year 2023-2024, details of such is given in Annexure III.

23. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has not received any complaint on sexual harassment in FY 2023-2024.

24. RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. They are discussed at the meetings of the board of directors of the company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as Internal Auditors. Significant Audit observations and follow-up actions thereon are reported to the Board. The Board of Directors reviews the adequacy and effectiveness of the companys internal control environment and monitors the implementation of audit recommendations.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The field related activities including employee background screening, verifications & diligence continued to struggle with the industry output on projects & growth taking a steep downturn. The hiring numbers in this period have been drastically lower and are struggling to reach the pre Covid-19 benchmarks. This is primarily due to the fact that there is limited lateral movement of employees as a lot of companies have laid of employees and this has led to a higher degree of job security in the market.

The trading division has been a good decision of the past which has continued to strengthen our muscle till the time our services bounce back.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL

YEAR AND DATE OF REPORT

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

27. ASSOCIATE AND SUBSIDIARY COMPANIES

During the year under review, your company does not have any Subsidiary, Joint Venture Company or Associate Company as on March 31, 2024 and any information for this purpose is not applicable to the company.

28. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.Therefore the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year ended March 31, 2024, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis. During the year under review, your Company did not enter into any Related Party Transaction which requires approval of the Members. There have been no materially significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinary course of business on arms length basis and not material, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Companys website at following web-link: https://www.crp.co.in/investors-relations/ The details of the related party transactions are set out in the notes to the financial statements.

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

31. SECRETARIAL AUDITOR

The Board of Directors of the Company has appointed M/s. Amruta Giradkar & Associates, Practicing Company Secretary; to conduct the Secretarial Audit and the Report on Companys Secretarial Audit for the FY 2023-2024 is appended to this Report as MR-3 in Annexure IV

The said report contains observation or qualification requiring explanation or comments from the Secretarial Auditor under Section 134(3) of the Companies Act, 2013.

32. AUDITORS & REPORT OF THE AUDITORS:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. RAK Champs & Co. LPP. Chartered Accountant, (Firm Registration No. 131094W) was appointed as the statutory auditors of the Company in the casual vacancy to hold office up to 24th AGM. Further, such Auditor has been reappointed for one term of 5 years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company.

The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy: In its endeavor towards conservation of energy, the Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption: The Company has not carried out any research and development activities. .

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

a. Earnings - Nil b. Outgo - Nil

Details of which if any, is enclosed in Annexure II.

35. LISTING:

The Companys shares are listed with the BSE having a nationwide trading terminal under SEBI (ICDR) Regulation 2009. During the year under review, the Companys Equity Shares were listed at BSE Limited however trading in the share of the company has been revoked on March 05, 2024. (SME listed company).

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

37. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

38. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial statements beginning with period on or after 1st April, 2017.

39. REPORT ON CORPORATE GOVERNANCE:

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended March 31, 2024. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

40. ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers, vendors and members and the society at large. Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.