Super Fine Knitters Ltd Directors Report

The Members,

Your Directors have pleasure in presenting their 26^th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company for the financial year ended 31^st March, 2024 compared to the previous year ended March 31, 2023 is given below:

(Rs. in Lakh)

Particulars	Current Yr.	Previous Yr.
Turnover (Including Exports Incentives)	2798.62	2785.76
Other Income	61.38	1.59
Profit/(loss) before Depreciation and Taxation	184.18	142.05
Provision for Depreciation	93.46	88.11
Profit/(Loss) before taxation	90.72	53.94
Less: Provision for Taxation	32.85	48.8
Profit/(Loss) after tax	57.87	5.14
Balance carried to Balance Sheet	57.87	5.14

STATE OF COMPANYS AFFAIRS

During the year under review, the Companys turnover of INR 2798.62 Lakh as compared to INR 2785.76 Lakh for the previous year. The Company has earned profit of INR 57.87 Lakh as compared to profit of INR 5.14 Lakh for the previous year.

DIVIDEND

Due to insufficient funds or suffered loss in the financial year ended 31^st March, 2024, the Board of directors has not recommended any dividend for the year under review.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, your company does not fall under the purview of above regulation and hence this regulation does not apply to the Company.

AMOUNTS TRANSFERRED TO RESERVES

The Board of your Company has decided to retain the entire amount of profits in the Reserve and Surplus Account not to transfer any amount to the General Reserves for the financial year 2023-24.

CHANGES IN SHARE CAPITAL

There is no change in Share Capital of the Company during the year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors have ultimate responsibility for the management, general affairs, direction, performance and long-term success of business as a whole. The Board continuously reviews Companys governance, risk and compliance framework, business plans and organization structure to align with competitive benchmark. The Board represents an optimum mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective leadership to the Company

None of the Directors on the Board hold directorships in more than ten public companies and member of more than ten committees or chairperson of more than five committees across all the public companies in which he or she is a director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Composition

The Board of Directors comprises six (6) Directors consisting of three (3) Independent Directors, two (2) Wholetime Directors and one (1) Managing Director as on 31^st March, 2024.

Name of Directors	Category	No. of Other Directorship held in Public Ltd. Company	Membership of the Committee
Ajit Kumar Lakra	Promoter/Managing Director	Nil	0
Vivek Lakra	Promoter/Executive Director	Nil	1
Gita Lakra	Promoter/Executive Director	Nil	0
Shruti Gupta	Non-Executive/Independent Director	1	3
Ambika Jindal	Non-Executive/Independent Director	Nil	3
Shruti Arora	Non-Executive/Independent Director	Nil	2

Appointment/Reappointment/Resignation from Board of Directors/Key Managerial Personnel as on 31^st March, 2024

Resignation of Directors/Key Managerial Personnel:

Mr. Rohit Malhotra (DIN: 09071224), Independent Director resigned from the directorship of the Company with effect from 01^st October, 2023.

Mr. Naveen Malhotra (DIN: 09071031), Independent Director resigned from the directorship of the Company with effect from 01^st October, 2023.

Mr. Chandan Patel (DIN: 09088843), Independent Director resigned from the directorship of the Company with effect from 01^st October, 2023.

Mrs. Nancy Singla as Company Secretary cum Compliance officer of the Company resigned with effect from 01^st January, 2024.

Appointment of Directors/Key Managerial Personnel:

Ms. Shruti Gupta (DIN: 10310259) appointed as an Additional Director on the Board of Directors of the Company w.e.f. 08^th September, 2023, shall hold the office upto 25^th Annual General Meeting of the Company. She was appointed as an independent Director /non-executive Director of the Company for a term of 5 (five) consecutive years, with effect from 30^th September, 2023.

Ms. Shruti Arora (DIN: 10310241) appointed as an Additional Director on the Board of Directors of the Company w.e.f. 08^th September, 2023, shall hold the office upto 25^th Annual General Meeting of the Company. She was appointed as an independent Director /non-executive Director of the Company for a term of 5 (five) consecutive years, with effect from 30^th September, 2023.

Ms. Ambika Jindal (DIN: 10310252) appointed as an Additional Director on the Board of Directors of the Company w.e.f. 08^th September, 2023, shall hold the office upto 25^th Annual General Meeting of the Company. She was appointed as an independent Director /non-executive Director of the Company for a term of 5 (five) consecutive years, with effect from 30^th September, 2023.

Mrs. Samridhi Seth, Associate Member of Institute of Company Secretaries of India (ICSI) was appointed as Company Secretary & Compliance Officer with effect from 05^th March, 2024, pursuant to provisions of Companies Act, 2013 read with rule and regulations made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Retirement By Rotation:

In accordance with the provisions of the Articles of Associations and 152 (6) of Companies Act, 2013 Mr. Vivek Lakra (DIN - 01067219), Whole Time Director will be retiring by rotation at the ensuring Annual General Meeting and being eligible, has offered himself for re-appointment.

The relevant details, as required under the Regulation 36 (3) of Listing Regulations and Secretarial Standards, of the person seeking re-appointment as Director are also provided in the Notice convening the 26^th Annual General Meeting.

Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6). They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting of independent Director:

Separate meeting of Independent Directors was held on Monday, 15^th May, 2023, interalia to discuss:

• To evaluate the performance of Non-Independent Directors, performance of the Board as a whole.

• Review the performance of the Chairman, taking into account the views of Executive Directors and NonExecutive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed.

• Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD MEETINGS & ATTENDANCE OF DIRECTORS

The Board regularly meets to discuss and decide on Company, business policy and strategy apart from conducting other Board related businesses. However, in case of a special and urgent business need, the Boards.

During the period under review fourteen (14) Board Meetings were held and the gap between two meetings did not exceed the prescribed limits. During the year under review, Company did not passed any resolution by way of Circulation.

The dates on which the Board Meetings were held are as follows :--

26-Apr-23, 28-Apr-23, 10-May-23, 30-May-23, 27-Jun-23, 22-Aug-23, 08-Sep-23, 30-Sep-23, 14-Nov-23, 11-Dec- 23, 15-Jan-24, 09-Feb-24, 05-Mar-24 and 12-Mar-24.

The details of attendance of each director at the Board Meetings are given below:

Name of Directors	Category	Number of Board Meetings Eligible to Attend	No. of Board Meetings attended	Attendance of Last AGM
Mr. Ajit Kumar Lakra	Promoter/Managing Director	14	14	Yes
Mr. Vivek Lakra	Promoter/Executive Director	14	14	Yes
Ms. Gita Lakra	Promoter/Executive Director	14	11	Yes
Mr. Chanten Patel	Non-Executive/Independent Director	8	7	Yes
Mr. Rohit Malhotra	Non-Executive/Independent Director	8	6	Yes
Mr. Naveen Malhotra	Non-Executive/Independent Director	8	6	Yes
Ms. Shruti Gupta	Non-Executive/Independent Director	7	5	No
Ms. Ambika Jindal	Non-Executive/Independent Director	7	6	Yes
Ms. Shruti Arora	Non-Executive/Independent Director	7	5	Yes

COMMITTEES OF THE BOARD

The terms of reference of Board Committees are determined by the Board from time to time. Presently the Company has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the decisions pertaining to the constitution of the Committees, appointment of members, and fixing of terms of reference for committee members are taken by the Board of Directors. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below:

AUDIT COMMITTEE

Appointment/Resignation of Members:

Mr. Rohit Malhotra has resigned from the membership with effect from 01-10-2023 and Mr. Chandan Patel, has resigned from the chairmanship with effect from 01-10-2023. Ms. Shruti Gupta was appointed as chairman of the committee with effect from 30-09-2023. Ms. Ambika Jindal was become a member of the audit committee with effect from 30-09-2023. The Committee was re-constitute after the 25^th Annual General Meeting.

The audit committee was re-constituted in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Further, the Company has adequately qualified and Independent committee, accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The major tasks performed by the audit committee may be grouped under the following heads:

Statutory Audit, Internal Audit, reporting and other aspects

i. The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process The Committee acts as a link between the Management, Auditors and the Board of Directors of the Company and has full access to the financial Information. ii Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible and ensuring timely submission to statutory authorities.

iii. Reviewing the Management Discussion & Analysis of financial and operational performance.

iv. Reviewing with the management, the half yearly financial results and annual financial statements and auditors report thereon before submission to the board for approval.

v. Review the adequacy and effectiveness of the companys system and internal control.

vi. Evaluation of internal financial controls and risk management systems.

vii. To review the functioning of the Whistle Blower mechanism.

Audit & other duties

i. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

ii. Discussion with internal auditors of any significant findings and follow up there on.

iii. Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and internal Auditors considering their independence and effectiveness and their replacement and removal.

iv. To recommend to the Board the remuneration of the Statutory Auditors and internal auditors.

v. To grant approval for related party transactions which are in the ordinary course of business and on an arms length pricing basis and to review and approve such transactions subject to the approval of the Board.

The Composition of Audit Committee as on 31^st March, 2024 is as under:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Ms. Shruti Gupta	Chairman	Independent Director
2.	Ms. Ambika Jindal	Member	Independent Director
3.	Mr Vivek Lakra	Member	Executive Director

During the year under the review, The Audit Committee met four times on 30-May-23, 08-Sep-23, 14-Nov-23 and 15-Jan-24.

All the members of the Audit Committee have the requisite qualifications for appointment on the Committee and possess sound knowledge of accounting practices, taxation, financial and internal controls.

NOMINATION AND REMUNERATION COMMITTEE

Appointment/Resignation of Members:

Mr. Rohit Malhotra and Mr. Naveen Malhotra had resigned from the membership with effect from 01-Oct-2023 and Mr. Chandan Patel, has resigned from the chairmanship with effect from 01-Oct-2023. Ms. Shruti Gupta was appointed as chairman of the committee with effect from 30-Sep-2023. Ms. Ambika Jindal and Ms. Shruti Arora were become a member of the committee with effect from 30-Sep-2023. The Committee was re-constitute after the 25^th Annual General Meeting.

The Nomination and Remuneration Committee was re-constituted, accordance with the Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The terms of reference of the Committee are as follows:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The workers at the factory as well as those rendering clerical, administrative and professional services are suitably remunerated according to the industry norms.

The details of the composition of the Nomination and Remuneration Committee are as under:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Ms. Shruti Gupta	Chairman	Independent Director
2.	Ms. Ambika Jindal	Member	Independent Director
3.	Ms. Shruti Arora	Member	Independent Director

Details of Remuneration paid to Managing Director/Whole-time Director for the year ended 31^st March, 2024 is given below:

Name	Sitting Fees (Rs.)	Salary (Rs.)	Perquisites and allowances etc. (Rs.)	Commission (paid) (Rs)	Total (Rs.)
Mr. Ajit Kumar Lakra	Nil	18,00,000	Nil	Nil	18,00,000
Mr. Vivek Lakra	Nil	18,00,000	Nil	Nil	18,00,000
Mrs. Gita Lakra	Nil	12,00,000	Nil	Nil	12,00,000

Further sitting fee is paid to independent directors for attending the Board Meetings of the Company.

During the year, the Nomination and Remuneration Committee Meeting was held on 26-Apr-23, 08-Sep-23 and 11- Dec-23. all members were duly present in the meeting.

STAKEHOLDERS RELATIONSHIP COMMITTEE Appointment/Resignation of Members:

Mr. Rohit Malhotra and Mr. Naveen Malhotra had resigned from the membership with effect from 01-Oct-2023 and Mr. Chandan Patel, has resigned from the chairmanship with effect from 01-Oct-2023. Ms. Shruti Gupta was appointed as chairman of the committee with effect from 30-Sep-2023. Ms. Ambika Jindal and Ms. Shruti Arora were become a member of the committee with effect from 30-Sep-2023. The Committee was re-constitute after the 25^th Annual General Meeting.

The Stakeholders Relationship Committee was re-constituted, accordance with the Section 178 of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Company look after the grievances of the Stakeholders and Redressal of Investors complaints related to transfer of Shares, non-receipt of Balance Sheet etc.

The Committee performs following functions:

• look into the redressal of grievances of shareholders, debenture holders and other security holders;

• To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;

• To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends; and

• Issue of Duplicate Share Certificates.

• Review of Share dematerialization and rematerialisation.

• Monitoring the expeditious Redressal of Investor Grievances.

• Monitoring the performance of Companys Registrar & Transfer Agent.

• All other matters related to the shares.

The Composition of the Stakeholders Relationship Committee is as under:-

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Ms. Shruti Gupta	Chairman	Independent Director
2.	Ms. Ambika Jindal	Member	Independent Director
3.	Ms. Shruti Arora	Member	Independent Director

The Company has an investor base of over 97 shareholders as on 31st March, 2024. During the year under review, no complaints remained pending. There is no valid request pending for share transfer as at the year end. The Stakeholders Relationship Committee met two times on 30-May-2023 during the year.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made. During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management. The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not obligated to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

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 Section 134(3)(c) of the Companies Act, 2013:

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

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment 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 31^st March, 2024.

c) 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;

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

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

AUDITORS

Statutory Auditors

M/s. R.K. Deepak & Co., Chartered Accountants (Registration No. 003145N), had been appointed as Statutory Auditors of the Company at the 23^rd Annual General Meeting held on 30^th September, 2021 to hold office till conclusion of 28^th Annual General Meeting of the Company.

Secretarial Auditors

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 had appointed PDM and Associates (CP No.: 25003, ACS: A25988), Company Secretaries for the financial year 2023-2024 to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed with Board Report.

Internal Auditors

M/s. Budh Kumar & Associates, Chartered Accountant has been re-appointed as Internal Auditor in the Board meeting held on 08^th September, 2023 for the year 2023-2024.

Cost Auditor

In terms of Section 148 of the Companies Act, 2013 and rules made there under, Cost Audit is not applicable to the Company and its products/business.

EXPLANATION ON STATUTORY AUDITORS REPORT/SECRETARIAL AUDITORS REPORT

Neither the Statutory Auditor nor Secretarial Auditor of the Company, in their respective reports have made any qualification, reservation, adverse marks or disclaimers. Accordingly, no Explanations thereon are required to be furnished.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) Rules , 2014, is annexed.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5, of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The Company has one Managing Director and the remuneration paid to him is INR 18,00,000 p.a.

The Remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

I. In determining the remuneration of the Senior Management Employees (i.e. KMPs and senior officers just below the board level) the Committee shall ensure / consider the following:

i. the relationship of remuneration and performance benchmark is clear

ii. the balance between fixed and incentive pay reflecting short-term and long-term performance objectives, appropriate to the working of the Company and its goals;

iii. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus; the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-a-vis the annual budget achievement, individuals performance and current compensation trends in the market.

II. The Managing Director or Whole Time Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors and thereafter shall recommend the annual increment and performance incentive to the Committee for its review and approval.

REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS

During the year under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details pertaining to the ratio of the remuneration of each director to the median employees remuneration and other prescribed details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith and forms part of this report.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013.

However, there were certain related party transactions in terms of regulation 23 of the SEBI (listing obligations and disclosure requirements) regulations, 2015 which were entered into 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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company has no Subsidiary, Joint Ventures or Associates.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed which forms an integral part of this Report and is also available on the Companys website viz. www.superfineknitters.com.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The Company has not given any loan or given guarantee for loans taken by others from banks or financial institutions during the year.

Further, during the year, a sum of INR 249.60 lakh has been taken as unsecured loan from Directors of the Company and repaid a sum of INR 325.66 lakh, making a total unsecured loan of Rs 139.29 lakh and declarations pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 have been received for the same.

DEPOSITS

The Company has not accepted any deposits during the year and no deposits remained unpaid or unclaimed as at the end of the year under review and there has been no default in the repayments of deposits.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, No Order has been passed by Regulators or Court or Tribunals.

HUMAN RESOURCES

The well discipline workforce which has served the Company for three decades lies at the very foundation of the Companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

RISK MANAGEMENT POLICY

Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance applicable provisions of SEBI (Listing Regulation and Disclosure Requirements) Regulations 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same in time avoiding superfluous inventory of Documents.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance Report and also posted on the website of company.

SEXUAL HARASSMENT PREVENTION

The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirement of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassments. All the employees of the Company (permanent, temporary, contractual and trainees) are covered under this policy.

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

During the year Committee has not received any complaints of harassment.

FINANCIAL VIABILITY OF COMPANY

The Company has not defaulted in repayment of dues to financial institutions, banks and not given any guarantee for loans taken by others from banks or financial institutions during the year.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

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.

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

COMPLIANCES WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS

During the year under review, your company has duly complied with the applicable provisions of Secretarial Standards.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and schedule V of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 a review of the performance of the company, for the year under review, Management Discussion and Analysis Report, are annexed herewith and forms part of this report.

GENERAL DISCLOSURES

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

1. Issue of Equity Shares with differential rights as to dividend, right issue.

2. Issue of Sweat Equity Shares to Employees of the Company.

3. Issue of Employee Stock Options to Employees of the Company.

4. Purchase of its own shares either directly or indirectly.

ACKNOWLEDGEMENTS

The Company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Director wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters in the years to come.