Universus Photo Imagings Ltd Directors Report

The Directors present this 12^th Annual Report of Universus Photo Imagings Limited ("the Company") on the business and operations of the Company together with Audited Financial Statements for the financial year ended 31st March 2023.

1. SUMMARY OF FINANCIAL RESULTS

The Standalone and Consolidated Financial Results for the financial year under review are given below:

(Rs in Lakhs, except EPS)

Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	31s* March 2023	31st March 2022	31st March 2023	31st March 2022
Total Income from Operations	4,321.55	5,616.16	4,321.55	5,616.16
Other income	3,364.36	47,227.04	3,364.36	47,227.04
Total Income	7,685.91	52,843.20	76,85.91	52,843.20
Profit before finance cost, depreciation and tax	4,023.42	48,293.09	4,023.42	48,293.10
Finance Cost	-	-	--	-
Depreciation	26.89	43.42	26.89	43.42
Share of profit/ (Loss) of Associates	-	-	(7,947.48)	11,432.90
Net Profit for the period (before Tax, Exceptional and Ex-traordinary Items)	3,996.53	48,249.68	-3,950.95	59,682.58
Exceptional Items gain / (loss)	-	-	-	-
Net Profit/ (Loss) for the period before Tax	3,996.53	48,249.68	-3,950.95	59,682.58
Total Tax (including Current Tax, current tax adjustment and Deferred Tax)	495.83	8247.58	495.83	8247.58
Net Profit and loss for the period	3,500.70	40,002.10	-4446.78	51,435.00
Total Comprehensive Income for the period (Comprising Profit / (Loss) for the period (after Tax) and Other Compre- hensive Income (after Tax) attributable to Equity Holders of the parent	3,499.85	40,002.63	62.30	42,485.74
Paid up Equity Share Capital (Face Value of Rs. 10/- each)	1095	1095	1095	1095
Earnings / (Loss) Per Share (EPS) (of Rs. 10/- each) on Net Profit (Not annualised)- Basic and Diluted	31.98	365.43	40.62	469.87

2. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements in addition to the Audited Standalone Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India is part of this Annual Report.

The Consolidated Profit and Loss Account for the period ended 31st March 2023, includes the Profit and LossAccount for the Subsidiaries/ Associates for the Financial Year ended 31st March 2023. (Refer Form AOC - 1 attached with Consolidated Balance Sheet)

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the Consolidated Financial Statements have been placed on the website of the Company in the Annual report section at http://www.universusphotoimagings.com/investors.html.

3. COMPANYS PERFORMANCE

During the year, the key highlights of the Companys performance during the Financial Year 2022-23 are as under:

• Revenue from operations on a standalone basis was INR. 4321.55 Lakhs as against INR 5616.16 Lakhs in the previous Financial Year.

• Net Profit before Profit before Depreciation & Tax on a standalone basis was INR. 4023.42 Lakhs as against INR. 48293.09 Lakhs in the previous Financial Year.

• Net Profit after Tax on standalone basis was INR. 3500.70 Lakhs as against INR 40002.10 Lakhs in the previous Financial Year.

• The earnings per equity share on a standalone basis stood at INR 31.98 as against INR.365.43 in the previous financial year.

4. QUALITY MANAGEMENT SYSTEM

Our manufacturing units are certified to the following standards:

• ISO 9001:2015 Quality Management System

• ISO 13485:2016 Medical Device Quality Management System

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As of 31st March 2023, the company does not have any subsidiaries/joint venture. The Company has only one Associate company, JPFL Netherland B.V.

6. SHARE CAPITAL

During the year under review, the Companys issued, subscribed and paid-up equity share capital, stood at INR 10,94,66,040 divided into 1,09,46,604 equity shares of INR 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has also not issued any shares with differential voting rights or sweat equity shares.

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the said Stock Exchanges. The Promoters and Persons acting in concert with them holds 74.55% of Total Equity Share Capital of the Company as on 31st March 2023.

7. TRANSFER TO RESERVES

The Company has not transferred any funds to General Reserves out of the amount available for appropriation.

8. DIVIDEND

The Board of Director has declared Interim dividend of 100% (Rs.10/-per equity share) on equity shares of the Company for financial year 2022-23 and which has been paid to the shareholders of the Company for the Financial Year 2022-23.Dividend for the financial year of the Company which is called as a final dividend.

9. CAPITAL EXPENDITURE

As on 31st March 2023, the Gross Fixed Assets including intangible assets stood at INR. 1184.51 Lakhs and Net Fixed Assets stood at INR.442.12 Lakhs. Additions during the year amounted to INR. 24.60 Lakhs.

10. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Your Company is deeply committed to upholding the highest standards of Corporate Governance and continually strives to foster strong trust and relationships with its shareholders, employees, customers, suppliers, and other stakeholders. Our dedication to transparency and accountability is reflected in the comprehensive Corporate Governance section included in the Directors Report of our Annual Report. This section encompasses the adherence to Corporate Governance norms as prescribed in the Listing Regulations 2015, which is further certified by a Practicing Company Secretary.

Furthermore, the Whole-Time Director provides a declaration affirming compliance with the Companys Code of Conduct, emphasizing our unwavering commitment to ethical practices.

By adhering to these robust measures, your Company ensures the promotion of effective Corporate Governance practices, fostering a culture of integrity and responsible decision-making throughout the organization.

11. RISK MANAGEMENT

The company has established protocols to keep the Board members apprised of risk assessment and mitigation strategies. These protocols undergo regular reviews to ensure that the executive management effectively manages risks within a well- structured framework.

12. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformation with Section 177(9) & (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report concerns about unethical behavior. This policy is available on the Companys website at http://universusphotoimagings.com/ financial/WHISTLE%20BLOWER%20PQLICY.pdf. During the year under review, there was no complaint received under this mechanism.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)S

The Companys Board consists of a skilled team, comprising both executive and non-executive directors. They bring a diverse range of knowledge and expertise to guide the Companys strategic decisions and achieve its business objectives while looking out for the interests of stakeholders.

During the year under review, the non-executive directors had no financial relationships with the Company, except for receiving sitting fees, possible advisory fees, and reimbursement for meeting-related expenses. The Composition of the Board is in conformity with the applicable provisions of Act and Listing Regulations.

• Chairman

• Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the Company, is the regular Chairman of the Board.

• Changes to the Board and KMPs Positions, If any (2022-2023):

There has been no change in the Board of Directors of the company.

Status of Directors are as Follows:

• Mr. Vinod Kumar Gupta, (DIN: 00006526) is Non-Independent and Non-Executive director of the company. He is covered under the category of director liable to retire by rotation.

• Mr. Sanjiv Kumar Agarwal, Director (DIN: 01623575 is Non-Independent and Non-Executive director of the company. He is covered under the category of director liable to retire by rotation.

• Mrs. Sonal Agarwal (DIN 08212478) is an Independent Director, and her tenure will come to end on 10th December 2025.

• Mr. Rathi Binod Pal (DIN:0092049), who retires by rotation and being eligible, offers himself for re-appointment.

Status of Key Managerial Persons are as Follows:

• Mr. Krishna Gopal Agarwal, resigned from the position of Chief Financial Officer w.e.f 25th April, 2022

• In accordance with the Boards approval on 12th October 2022, Mr. Naveen Chandra Barthwal is appointed as Chief Financial Officer of the Company

• Board of the Directors in its meeting held on 1st September, 2023 has approved the change the designation of Mr. Shailendra Sinha (DIN: 08649186) from Whole-Time Director to Managing Director of the Company subject to consent of Shareholders.

• Mr. Suresh Kumar (ACS- 41503), is the Company Secretary & Compliance Officer of the Company

• Independent Directors Declaration

All Independent Directors have submitted declarations affirming their independence. They have confirmed their compliance with the requisite criteria as laid out in the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. NUMBER OF MEETING OF BOARD OF DIRECTORS

Throughout the year 7 (Seven) Board meetings were conducted in respect of which proper notices agenda and relevant annexures were given and the proceedings were properly recorded. Insights of these Board meetings, along with the Directors attendance records, can be found in the accompanying Corporate Governance Report within this Annual Report.

15. COMMITTEE DETAILS

15.1. AUDIT COMMITTEE

The Audit Committees composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.

For details of the meetings of the Audit Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

15.2. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committees (NRC) composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

For details of the meetings of the NRC Committee and attendance of the Members, please refer to Corporate Governance

Report attached to this Annual Report.

15.3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees (SRC) composition meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, 2015.

For details of the meetings of the SRC Committee and attendance of the Members, please refer to Corporate Governance Report attached to this Annual Report.

16. POLICY ON BOARD DIVERSITY

Recognizing the vital role of Board diversity in its success, your Company actively seeks a broad array of expertise encompassing financial acumen, global business understanding, leadership, technological insight, mergers & acquisitions knowledge, strategic planning, sales, marketing, and ESG norms. The Boards diversity policy encapsulates this approach.

The Nomination and Remuneration Committee, tasked with reviewing Board composition, recommends new director appointments and oversees annual reviews of Board effectiveness. The Committee has formalized a policy promoting Board diversity, fostering a rich and varied array of directorial insights.

17. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Directors of the Company appointed/re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

18. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/ her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same. The induction programme includes:

1) For each Director, a one-to-one discussion with the Chairman and Managing Director to familiarize the former with the Companys operations.

2) An opportunity to interact with the CFO & Company Secretary, business heads and other senior officials of the Company, who also make presentations to the Board members on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarization programme may be accessed on the Companys corporate website at http://universusphotoimagings.com/financial/UPIL FAMILIARIZATION-PROGRAMME-FOR-ID-FY23%20(2).pdf

19. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES DIRECTORS

In terms of provisions of Companies Act, 2013 read with the Rules issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for evaluating the performance of its Board, Committees and individual Directors, including the Chairman of the Board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition.

• Structure and responsibilities thereof.

• Ethics and Compliance.

• Effectiveness of Board processes.

• Participation and contribution by members.

• Information and functioning.

• Specific Competency and Professional Experience /Expertise.

• Business Commitment & Organizational Leadership.

• Board/Committee culture and dynamics; and

• Degree of fulfilment of key responsibilities, etc.

The performance of Board, Committees thereof, Chairman, Executive and Non-Executive Directors and individual Directors is evaluated by the Board. The Independent Directors of the Company have also convened a separate meeting for this purpose. The results of such an evaluation are presented to the Board of Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, 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 that there are no material departures.

ii they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements 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 financial year and of the profit of the Company for that period.

iii they have taken proper and sufficient care to the best of their knowledge and ability, 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 that such internal financial controls were adequate and operating effectively; and

vi they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. REMUNERATION POLICY

The Remuneration Policy, inter-alia, includes remuneration structure & components, etc. of the Directors, KMP and other senior management personnel of the Company. The Remuneration Policy contains provisions about the payment of fixed & variable components of remuneration to the Whole-Time Director and payment of sitting fee & commission to the non- executive Directors and describes fundamental principles for determination of remuneration of senior management personnel and other employees.

In pursuance of the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations 2015, the Company has formulated a Remuneration Policy which is available at Companys website http://www.universusphotoimagings.com/ financial/REMUNERATION%20POLICY.pdf .

22. DIVIDEND DISTRIBUTION POLICY

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a dividend distribution policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. The policy is available on the website of the Company under Investor Relations section at http://universusphotoimagings.com/ financial/UPIL Dividend-Distribution-policy.pdf .

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a constituent of B.C. Jindal Group, your Companys commitment to Corporate Social Responsibility (CSR) and societal sustainable development is unwavering. A specialized CSR Committee ensures every Board decision considers its social and environmental implications. Our adherence to Section 135 of the Companies Act, 2013, and the CSR Policy Rules, 2014, is demonstrated through the implementation of a comprehensive CSR policy. This policy, accessible on our website at the http://universusphotoimagings.com/financial/CSR%20Policv%20UPIL.pdf , guides our CSR initiatives.

The CSR section of this Annual Report meticulously documents our years initiatives. Compliance with the CSR Policy Rules, 2014 is outlined in a detailed report in Annexure -1. For additional CSR Committee details, please refer to the enclosed Corporate Governance Report.

24. AUDITORS

a. Statutory Auditors

The Statutory Auditors of the Company, M/s. Suresh Kumar Mittal & Co. Chartered Accountants (Firm Registration No. 500063E), were appointed as Statutory Auditors by the members for five years in the 7^th Annual General Meeting held on 29^th September 2018 to hold office from the conclusion of the said meeting till the conclusion of the 12th Annual General Meeting. Now their tenure will be ending with the conclusion of the ensuing 12th Annual General meeting to be held on 29th September 2023. Consequently, the Board of Directors propose to re-appoint them as Statutory auditor for the 2nd term for five years effective from the conclusion of the ensuing 12th Annual General Meeting till the conclusion of 17^th Annual General Meeting of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

Further the Company has received consent from the Auditors and they have confirmed that they are eligible and meet all criteria as prescribed under Section 139 of the Companies Act, 2013 and rules made thereof, to be reappointed.

The Auditors Report and Notes on Accounts for the financial year 2022-23 are self-explanatory and therefore do not call for any further comments.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

b. Secretarial Auditors

In pursuance of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s DMK Associates, Practicing Company Secretaries to conduct secretarial audit of the Company for the financial year 2023-24.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditor in Secretarial Audit Report that may call for any explanation from the Directors. The said Secretarial Audit Report is annexed as Annexure - II to this Report.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

c. Cost Auditors

In accordance with the Central Governments guidelines, specific entities are mandated to maintain cost records as outlined in sub-section (1) of section 148 of the Act. Consequently, this provision does not pertain to the Company.

d. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. B.K. Shroff & Co., Chartered Accountants (FRN 302166F) as Internal Auditors for conducting the Internal Audit of the Company for the financial year 2023-24.

25. SECRETARIAL STANDARDS

During the year, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the Financial Year, were in the ordinary course of business and on an arms length basis. The details of the Related party transactions (RPTs) as required under Accounting Standard are set out in Note No.33 to the Standalone Financial Statements forming part of this Annual Report. No Material Related Party Transactions, i.e., Transactions amounting to ten percent or more of the annual consolidated turnover as per the last Audited Financial Statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC - 2 is not applicable.

During the year 2022-23, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms length and were in the ordinary course of business. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Companys website at http://universusphotoimagings.com/financial/UPIL RPT%20Policv14.02.2022.pdf

27. INTERNAL FINANCIAL CONTROLS SYSTEMS

The Company has policies and procedures in place for ensuring 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 information.

The internal financial control is designed to ensure that the financial and other records are reliable for preparing Financial Statements and other data, and for maintaining accountability of persons. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System.

28. PUBLIC DEPOSITS

The Company has not accepted deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to regulations 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year is presented in a separate section forming part of the Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to SEBI Circulars, effective from the fiscal year 2022-23, the compilation and submission of the Business Responsibility and Sustainability Report (BRSR) is compulsory for the top one thousand listed companies based on market capitalization, Your Company does not fall within the criterion of the top 1000 listed entities. Hence, BRSR is not applicable to your company.

31. INDIAN ACCOUNTING STANDARDS, 2015

The annexed Financial Statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

32. CHANGE IN NATURE OF BUSINESS, IF ANY

Throughout the year under review, the companys core business activities remained consistent. No alterations were made to the nature of its business.

33. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in the prescribed form as on 31st March 2023 is available on the website of the Company at http://www.universusphotoimagings.com/investors.html

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 during the year under review. The details of loans, guarantees and investments are covered in the notes to the Financial Statements.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption & foreign exchange earnings and outgo is given by way of Annexure- IV to this Report.

36. EMPLOYEE STOCK OPTION, SWEAT EQUITY AND EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company did not issue any Employee Stock Options, Sweat Equity Shares and Equity Shares with differential voting rights during the year 2022-23.

37. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure III. Disclosures pertaining to remuneration and other 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)

Having regard to the provisions of the first proviso to Section 136(1) of The Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at cs_uphoto@universusphotoimagings.com.

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

The Company has in place a policy on prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

39. CASH FLOW ANALYSIS

In compliance with the provisions of Regulation 34 of the Listing Regulations, 2015, the Cash Flow Statement for the year ended 31st March 2023 forms part of this Annual Report.

40. INDUSTRIAL RELATIONS

During the year under review, harmonious industrial relations were maintained in your Company.

41. SAFETY, HEALTH AND ENVIRONMENT (SHE) MEASURES

Protection of the environment is the prime concern of your Company. Your Company complies with the relevant laws and regulations as well as takes additional measures considered if necessary to prevent pollution, maximize recycling, reduce waste, discharges and emissions.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

43. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure, between 31st March 2023, and the date of Boards Report.

44. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE,2016

In alignment with the Insolvency and Bankruptcy Code, 2016, no cases have been instituted against the Company.

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such event has occurred during the year under review.

46. ACKNOWLEDGEMENT

Your directors would like to sincerely express their gratitude to the financial institutions, banks, and various state and central government authorities for their invaluable cooperation extended to the Company. They also wish to extend their heartfelt thanks to our shareholders, customers, suppliers, and distributors for the unwavering confidence they have placed in the Company. The dedication and contributions of our employees have been instrumental in achieving our remarkable results. Our directors take this opportunity to express their deep appreciation to them and encourage them to uphold their commitment to excellence in the years ahead.

	For and on behalf of Board of Directors
	Sd/-	Sd/-
	Shailendra Sinha	Rathi Binod Pal
Date: 01st September, 2023	Whole time Director	Director
Place: Gurugram	DIN: 08649186	DIN: 00092049