Sizemasters Technology Ltd Directors Report

To

The Members,

The Directors present the 31^st Annual Report together with Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year under review along with previous year figures is given hereunder:-

(Amount in Lakhs.)

Particulars	Financial Year
	2023-24	2022-23
Revenue from Operations	1,094.32	67.60
Other Income	7.87	12.30
Total Revenue	1,161.46	79.90
Operating Profit (Before Finance Cost and Depreciation & Amortisation)	322.16	18.05
Less: Finance Cost	4.07	0.67
Profit before Depreciation & Amortisation	318.09	17.38
Less: Depreciation & Amortisation	6.66	1.18
Profit before Exceptional and Extraordinary item and Tax	311.43	16.20
Less: Exceptional items	0	0
Profit before Tax	311.43	16.20
Less/(Add): Current Tax	78.35	4.17
Less/(Add): MAT credit Entitlement	0	0
Less/(Add): Deferred Tax Expense/Credit	(0.33)	(0.06)
Less/(Add): Prior period tax Adjustment	0	0
Profit after T ax	233.41	12.09
Earnings per Share:-
(i) Basic	1.67	0.14
(ii) Diluted	1.67	0.14

DIVIDEND

During the period under review, Directors of the Company did not recommended any interim or final dividend on the equity shares.

COMPANYS PERFORMANCE REVIEW

The total revenue from operations from such activities and other income for the period under review amounts to INR. 1161.46 lakhs as against INR. 79.90 lakhs in the previous year.

Net profit after Depreciation and taxes has been INR. 233.41 lakhs as against INR. 12.09 lakhs during the previous year.

Earnings per share for the reporting financial year is INR.1.67 as against INR. 0.14 for the previous year.

The Directors are expecting to provide better performance and results in the upcoming year to the shareholders.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the business of the company during the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has incorporated a subsidiary company with the major shareholding of fifty one percent in the name of "PROTO D TECHNOLOGY PRIVATE LIMITED" with the main object to carry on the business of manufacturing and designing of automobile, engineering, Construction, Industrial equipments, designing and its automation.

Further, pursuant to the incorporation of the subsidiary the consolidated total revenue from operations from such activities and other income for the period under review amounts to INR. 1309.15 lakhs as compared to the standalone figure of INR. 1161.46 lakhs.

Consolidated net profit after depreciation and taxes amounts to INR. 157.58 lakhs as against standalone net profit amounts to INR. 233.41 lakhs during the said financial year.

Whereas, after the completion of the financial year to which the financial statements relates, the Company has entered into a LLP named "AURUM TURNKEY SERVICES LLP" as a Designated Partner (Investing Partner) with the main object to carry on the business of Services of Telecom Facilities, Telecom Network Infrastructure, Civil, Electrical, Mechanical & telecom works and other related activities and is yet to commence its business.

Amount of obligated fixed capital contribution: INR. 58,667/-

Post admission Percentage of Contribution: 55%

Post admission Profit sharing ratio in the LLP: 45%

MAJOR EVENTS THAT OCCURRED DURING THE YEAR

The Registered Office of the Company has shifted from National Capital Territory of Delhi to State of Maharashtra, Pune w.e.f. September 12, 2023 during the year under review.

SHARE CAPITAL

The Companys existing authorised equity share capital is INR. 10,50,00,000/- (Indian Rupees Ten Crore and Fifty Lakhs Only) and the paid-up equity share capital is INR. 10,00,00,000/- (Indian Rupees Ten Crore Only)

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

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 as per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has given loans, guarantees in pursuance to Section 186 of the Companies Act, 2013 which includes loans to the subsidiary in order to meet the working capital requirement and for the ordinary course of business. (Refer Note No. 12 of the Financial Statements).

The particulars of investments made by the Company by means of subscription of shares of its subsidiary company in accordance with Section 186 of the Companies Act, 2013 at the close of the financial year are reflected in Note No. 5 of the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure I.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your Directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The FORM AOC- 2 is attached as Annexure - II with this report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

LISTING OF SHARES

The Equity Shares of the Company are listed with the BSE Ltd., and the Calcutta Stock Exchange Limited. The Company has paid the annual listing fees to the BSE Limited for the year 2023-24.

The Company is suspended from Calcutta Stock Exchange Limited.

INTERNAL CONTROLS AND THEIR ADEQUACY

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations. The Audit Committee reviews the effectiveness of the Companys internal control system.

SHARE TRANSFER SYSTEM

The request regarding physical share transfers and share certificates should be addressed to Registrar and Transfer Agent. Such requests are processed within stipulated time from the date of receipt provided documents meet the stipulated requirement of statutory provisions in all respect. The share certificates duly endorsed are returned immediately to the shareholder by RTA. The details of transfer and transmission are placed before the Stakeholders Relationship Committee, Share Transfer Committee from time to time and the Board for noting and confirmation.

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNELS

(i) Details of Directors or KMP appointed/ re-appointed/ resigned during the financial year.

The Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Companys Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of the Company.

During the year under review, changes in composition of Board of Directors and Committees of Board of the Company have taken place and the Directors on the Board have experience in the field of finance, legal, statutory compliance, mechanical engineering and accounts.

None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2024.

The current board comprises of four Directors whose details are mentioned below:

SR. NAME NO.	DESIGNATION	DIN/PAN
1. Gopal Ramcharndra Zanwar	Managing Director	09537969
2. Kiran Shamsundar Zanwar	Director (Non-executive Director)	09653402
3. Rajvirendra Singh Rajpurohit	Independent Director	06770931
4. Suvarna Shinde	Additional Independent Women Director	09751614
5. Shantaram Ankam	Chief Financial Officer	AHJPA9890J
6. Aishwarya Parwal	Company Secretary and Compliance Officer	DXAPP9487G

* Ms. Sysha Kumar has ceased to hold the position of Independent Director of the Company w.e.f. February 13, 2024 purusant to her resignation.

(ii) Retirement by rotation

In accordance with the applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kiran Zanwar retires by rotation and is eligible to offer himself for re-appointment.

(iii) Board Meetings

During the Financial year 2023-24, Five (5) Board Meetings were convened and held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

Sr.No Date of Board Meeting	Board Meeting Attendance
1 April 13, 2023	4
2 May 25, 2023	4
3 August 14, 2023	4
4 November 11, 2023	4
5 February 13, 2024	4

INDEPENDENT DIRECTORS

(i) Declarations by Independent Directors and re-appointment, if any

All Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

(ii) Independent Directors Meeting

During the year under review, the Independent Directors met on and March 21, 2024 to evaluate:

i. the performance of Non-Independent Directors and the Board of Directors as a whole,

ii. the performance of the Chairman of the Company taking into account the views of the executive and non- executive Directors;

iii. the quality, content and timeliness of the flow of information between the management and Board which is necessary for the Board to perform its duties respectively.

All the Independent Directors were present in the meeting.

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Remuneration & Nomination Committee, Stakeholder Relationship Committee and Shares Transfer Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive and Independent Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2023-24, four (4) meeting of audit committee held on May 25, 2023, August 14, 2023, November 11, 2023 and February 13, 2024.

The Composition of Audit Committee as on the end of the financial year is given below:

Name of the Director	Status in the Committee	Nature of Directorship
Suvarna Ramchandra Shinde	Chairman of committee	Non-Executive Independent Woman Director
Rajvirendra Singh Rajpurohit	Member	Non-Executive Independent Director
Kiran Shamsundar Zanwar	Member	Non-Executive Director

(i) Recommendations by the Audit Committee which were not accepted by the Board along with reasons

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of non-executive and Independent Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2023-24, one (1) meeting of nomination and remuneration committee held on February 13, 2024.

The Composition of Nomination and Remuneration Committee as on the end of the financial year is given below:

Name of the Director	Status in the Committee	Nature of Directorship
Rajvirendra Singh Rajpurohit	Chairman of committee	Non-Executive Independent Director
Suvarna Ramchandra Shinde	Member	Non-Executive Independent Woman Director
Kiran Shamsundar Zanwar	Member	Non-Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises of non-executive and Independent Director as its Member. The Chairman of the Committee is a Non-executive Director.

During the Financial year 2023-24, one (1) meeting of Stakeholder Relationship Committee were held on March 21, 2024.

The Composition of stakeholder relationship committee as on the end of the financial year is given below:

Name of the Director	Status in the Committee	Nature of Directorship
Kiran Shamsundar Zanwar	Chairman of committee	Non-Executive Director
Rajvirendra Singh Rajpurohit	Member	Non-Executive Independent Director
Suvarna Ramchandra Shinde	Member	Non-Executive Independent Woman Director

SHARE TRANSFER COMMITTEE

The share transfer committee comprises of Executive, non-executive and Independent Director as its Member. The Chairman of the Committee is an Executive Director.

During the Financial year 2023-24, one (1) meeting of Share Transfer Committee were held on March 28, 2024.

The Composition of share transfer committee as on the end of the financial year is given below:

Name of the Director	Status in the Committee	Nature of Directorship
Gopal Ramchandra Zanwar	Chairman of committee	Executive Director
Rajvirendra Singh Rajpurohit	Member	Non-Executive Independent Director
Kiran Shamsundar Zanwar	Member	Non-Executive Director

COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.

The Policy is also available on the website of the company i.e. www.mewatzinc.com

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2023-24. Details of sitting fees paid to the Non-executive directors are disclosed in the financial statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the company. However, at present the Company has not identified any element of risk in the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Notes to the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company i.e. www. mewatzinc. com

AUDITORS STATUTORY AUDITORS

During the period under review, the name of the Statutory Auditors firm has changed from M/s Joshi Loya & Co. to M/s. G M K S & Co. due to change in the composition of the firm and the same has been taken on note by the Board w.e.f. February 13, 2024.

The tenure of M/s. G M K S & Co. Chartered Accountants, Pune (Firm Registration No. 139767W) as Statutory Auditors of the Company shall be till the conclusion of the 34th AGM.

REVIEW OF AUDITORS REPORT

There were no frauds, qualification, reservation or adverse remark reported by the statutory auditor to the audit committee or the board as per section 143 of the act.

The observations made in the auditors report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments from the Directors under section 134 (3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Giriraj A. Mohta & Co., Practicing Company Secretaries, Pune (C.P.No: 18967) as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2023-24.

A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-IV in Form MR-3.

INTERNAL AUDITOR

The Company has appointed Ms. Bharti Jadhav as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time

COST AUDIT

Maintenance of Cost Records and Cost Audit as per Section 148(1) the Companies Act, 2013 read with applicable rules is not applicable to the Company for the Financial Year 2023-24

SUBSIDIARY, JOINT VENTURES OR ASSSOCIATES COMPANIES

The consolidated financial statements of the company & its subsidiary which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company in the prescribed format AOC-I is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company.

COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS

The Board of Directors of the Company have complied with the Companys Code of Conduct applicable to Board of Directors.

DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

During the year under review one familiarization Programme was conducted for the independent Directors of the Company. The details are available at http://mewatzinc.com/data/documents/Code-of-Conduct-for-Board-Members- and-Senior-Management.pdf

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

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

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

Sr. Particulars No.	Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy;	Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipments with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
(ii) the steps taken by the Company for utilizing alternate sources of energy;	Nil
(iii) the capital investment on energy conservation equipment	Nil
(B) Technology absorption
(i) the efforts made towards technology absorption	Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii) 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	Nil
(b) the year of import	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
(iv) the expenditure incurred on Research and	Nil
Development

 

(C) Foreign exchange earnings and Outgo	Inflow (Rs. In Lakhs)	Outflow (Rs. In Lakhs)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	0	368.25

ANNUAL RETURN

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (‘the Act), the Annual Return as on March 31, 2024, will be available on the Companys website on www.mewatzinc.com after AGM.

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.

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

During the year under review the company has not received any complaint as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20 Crore per year during the financial year 2023-24.

SECRETARIAL STANDARDS

The directors state that the applicable secretarial standards, i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors and General Meetings", respectively have been duly followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY

At present the provisions are not applicable to the company. As and when these provisions become applicable, necessary steps will be taken to comply with the same.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review this provision is not applicable on our Company.

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

During the year under review this provision is not applicable on our Company.

STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the Bombay Stock Exchange on May 27, 2024 there is no deviation or variations observed in the utilisation of funds raised.

ACKNOWLEDGEMENT

The Directors of the Company wish to thank all the concerned agencies, bankers and the employees for the co-operation, assistance and support. The Directors also duly acknowledge the trust and confidence the shareholders and investors have reposed in the Company.

By the order of the Board

For SIZEMASTERS TECHNOLOGY LIMITED

(Formerly known as MEWAT ZINC LIMITED) GOPAL ZANWAR

CHAIRMAN & MANAGING DIRECTOR

DIN: 09537969

Date: August 14, 2024

Place: Pune