Fine Line Circuits Ltd Directors Report

[Pursuant to Section 134(3) of the Companies Act, 2013]

To

The Members

FINE-LINE CIRCUITS LIMITED

The Directors have pleasure in presenting the Thirty Fourth Annual Report together with the Financial Statements for the year ended on March 31, 2024.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	2427.93	2745.92
Other Income	7.48	10.07
Profit Before Depreciation & Tax	68.65	57.03
Less: Depreciation	57.72	50.41
Profit Before Tax	10.93	6.62
Less: Provision for Taxation
Current Tax	0.65	0.63
Deferred Tax	(0.43)	(1.19)
Short/excess provision of Income Tax	0.01
Profit After Tax	10.71	7.18
Other Comprehensive Income/ (Loss)	(7.97)	11.76
Total Comprehensive Income for the Year	2.73	18.94
Surplus brought forward from Previous Year	371.64	368.92

OPERATIONS/ STATE OF COMPANYS AFFAIRS

During the year under review, Sales were Rs. 2427.93 Lakhs as against Rs. 2745.92 Lakhs during the corresponding previous year resulting in a profit of Rs. 10.71 Lakhs as against profit of Rs. 7.18 Lakhs for the previous year.

DIVIDEND

To conserve the resources your Directors do not recommend dividend on the equity shares of the Company for the financial year 2023-24.

TRANSFER TO GENERAL RESERVES

Rs. 371.64 Lakhs is proposed to be retained in the Profit & Loss Account of the Company.

OUTLOOK

Your Companys Outlook is Positive.

New Products and New markets have been the focus in the last few years and due to this we have added to our Product offering PCBs with new materials and surface finishes and exported to multiple new markets spread across 14 countries.

BUSINESS

RF Microwave PCBs with special materials with special surface finishes and of special designs has resulted in good business growth and continues to show promise for the future. Further the company has put in place a New Product pipeline and this will augur well in the coming years. Also your company has identified fertile new markets to penetrate which will also augur well in the coming years whilst still being well rooted in its main markets of USA, Germany and India. Space (Domestic and Global) and Defence (Domestic) are growth drivers for the Company. The Companys legacy of PCB supplies to ISRO will hold good stead in penetrative other related markets.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the year. Details of the Meetings of the board are referred in the Corporate Governance Report, which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri. Jayesh Khimji Rambhia (DIN: 02049473) had been appointed as Additional Director (Independent) of the Company w.e.f. August 06, 2024.

Smt. Kumudini Mehta (DIN: 03191065) had been re-designated as Chairperson w.e.f. August 06, 2024.

Shri. R. M. Premkumar (DlN: 00328942), Shri. Juzer Vasi (DlN: 00040682) and Shri. Apurva Shah (DlN: 00004781), ceased to be Independent Directors of the Company on August 08, 2024 upon completion of their second term. The Board places on record their appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Mr. Akshay Rajendra Shah (DIN 00367382) and Mrs. Maryam Shojaei Baghini (DIN 07757477) had been appointed as Additional Director (Independent) of the Company w.e.f. August 24, 2024.

Shri. R. M. Premkumar (DlN: 00328942) is proposed to be appointed as a Non-Executive Non Independent Director of the Company from the date of ensuing Annual General Meeting.

Shri. Gautam B Doshi (DIN: 00328854), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Abhay Doshi (DIN: 00040644) was re-appointed as Managing Director for three years with effect from April 01, 2025 and Shri. Rajiv Doshi (DIN: 00651098) was re-appointed as Whole-time Director for three years with effect from April 01, 2025.

The necessary resolutions seeking approval of the members for their appointment/ re-appointment has been incorporated in the notice of the ensuing AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 ("the Act") along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of Directors of the Company consists of the following members:

1. Shri. Apurva Shah upto 08^th August, 2024

2. Shri. R.M. Premkumar upto 08^th August, 2024

3. Smt. Kumudini Mehta

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Companies Act, 2013 and the Listing Regulations.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for Directors and Senior Management and the Criteria for selection of candidates for appointment as Directors, Independent Directors, Senior Management as adopted by the Board of Directors are placed on the website of the Company (https://www.finelineindia.com/investors-relations/policies/criteria-for-selection-of-candidates-for-senior-management-and-members-on-the-board-of-directors/). There has been no change in the policies since the last fiscal year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have 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 of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the Annual Accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

? Providing assurance regarding the effectiveness and efficiency of operations

? Efficient use and safeguarding of resources

? Compliance with policies, procedures and applicable laws and regulations and

? Transactions being accurately reported and recorded timely

? The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The Internal Auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the annual return is available on website – (https:// www.finelineindia.com/investors-relations/policies/annual-return/)

AUDITORS

At the Thirty Third AGM held on September 23, 2023 the members approved appointment of M/s. DKP & Associates, Chartered Accountants (Firm Registration No. 126305W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-eight AGM.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh

& Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2023-24.

The Secretarial Auditors Report is annexed as Annexure I.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The statutory auditors report and secretarial auditors report does not contain any qualifications, reservations or adverse remarks.

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

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

The Company has not entered into related party transactions as per Section 188 of the Act during the year and hence particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An Annual Evaluation of the Boards own performance, Board committees and individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual Directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive Directors etc.
2.	Independent Directors	Entire Board of Directors excluding the Director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, and its committees	All Directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfilment of key responsibilities, performance of specific duties and obligations, timely flow of information etc.
			The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

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 and has not received any complaint of sexual harassment during the financial year 2023-24.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report along with auditors certificate thereon and a management discussion and analysis are attached, which forms part of this report.

Details of the familiarization program of the independent Directors are disclosed on the website of the Company (https:/ /www.finelineindia.com/investors-relations/policies/familiarisation-programme-for-independent-directors/) Policy on dealing with related party transactions is disclosed on the website of the Company (https://www.finelineindia.com/ investors-relations/policies/policy-on-related-party-transactions/)

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1, 2015.

The Company has paid the listing fees to BSE Limited for the year 2024-25

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended is available on our website. (http:// www.finelineindia.com/about-us/code-of-conduct/)

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

We acknowledge our appreciation to our clientele and vendors for their invaluable support during the year.

We also place on record our deep appreciation for the contribution made by the staff and the contract workmen at all levels. Their contribution has in no small measure enabled the Company to remain competitive.

Grateful thanks are also due to SEEPZ-SEZ Authorities, for their continued support extended to the Company from time to time.

Shareholders appreciation for the managements efforts in such competitive times, at the General Meeting of the Company will be of great fillip to strive for better performance in spite of severe competitive factors faced by the Company.

On behalf of the Board of Directors,

Place: Mumbai

Date: August 24, 2024