Vistar Amar Ltd Directors Report

Your Directors have pleasure in presenting their Director Report together with the Audited Financial Statements of the Company for the year ended March 31, 2023.

1. Financial Results

The nancial statements of the Company for the year ended 31st March, 2023 have been prepared in accordance with Ind AS and Schedule III to the Companies Act, 2013 (the "Act").

Particulars	As on 31st March, 2023	As on 31st March, 2022
Sales	641,678.53	559,545.49
Other Income	145.98	132.36
Gross Income	641,824.51	559,677.85
Pro t before Depreciation and Taxation	46,501.43	48,795.25
Less: Depreciation	4,171.48	4,377.44
Pro t before Taxation	42,329.95	44,417.80
Less: Deferred Tax	(179.50)	(96.67)
Less: Provision for taxation	10,834.95	11,354.59
Less: Income Tax of earlier years	23.21	(164.21)
Less: Mat Credit Entitlement	0.00	0.00
Less: Deferred Tax for earlier years	0.00	0.00
Pro t/(Loss) after tax	31,651.28	33,324.10
Add: Balance B/F from the previous year	66,899.97	33,450.50
Add: Remeasurement gain / (loss) on de ned bene t plan	33.24	125.37
Surplus available for appropriation	98,584.50	66,899.97
Appropriations
General Reserves	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on Dividend	0.00	0.00
Balance carried to Balance sheet	98,584.50	66,899.97

2. Operational Review/Review of Business Operations/The state of company a airs (Rupees wherever mentioned is in 000s)

During the year under review, the Company has achieved total revenue of Rs. 641,678.53 as compared to Rs. 559,545.49 in previous year. Further, the Company has achieved Net Pro t before Tax of Rs. 42,329.95 for the year under review as compared to Rs. 44,417.80 in previous year. The Company is actively pursuing to be fully operational and pursue activities in consonance with the objectives for which it is established and taking necessary steps to e ectively implement the same. Your Directors constantly putting their e orts to improve revenue and pro t of your Company.

3. Amount, if any, proposed to be transferred to Reserves

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2023.

4. Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend for the year under review.

5. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The disclosures relating to conservation of energy and technology absorption are nil. There was no foreign exchange earnings and outgo for the year under review.

6. Directors Responsibility Statement

In terms of Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the nancial year and of the pro t or loss of the Company for the year under review;

iii) the directors have taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) the directors has laid down internal nancial controls to be followed by the Company and that such internal nancial controls are adequate and operating e ectively; and

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating e ectively.

7. Material changes and commitments, if any, a ecting the nancial position of the company which have occurred between the end of the nancial year of the company to which the nancial statements relate and the date of report

No material changes and commitments a ecting the Financial Position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of this Report.

8. Particulars of Loans, guarantees or investments (Rupees wherever mentioned is in 000s)

During the year under review, the Company has not provided any loan or made investments as covered under Section 186 of the Companies Act, 2013. However, the Company has extended Bank Guarantee in favour of Marine Products Export Development Authority for Rs.1,500/- (previous year Rs.1,500/-).

9. Particulars of contracts or arrangements with related parties

The Company has a process in place of periodically reviewing and monitoring related party transactions. All the related party transactions were in the ordinary course of business and at arms length. The Audit Committee has approved all the related party transactions for the year 2022-23 and omnibus approval of the Audit Committee is obtained before the commencement of the nancial year for all the transactions for the year 2023-24 as required under the provisions of Section 177 of the Act. There are no materially signi cant related party transactions that may have con ict with the interest of the Company.

The particulars of transactions made with related parties at arms length pursuant to Section 188 are furnished in Form AOC-2 is attached as "Annexure A" and forms a part to this Report. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. However, the other transaction made by the Company with related parties, disclosure of which is required under Accounting Standard 18, form the part of notes to the nancial statement provided in this Annual Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.vistaramar.com

10. Extract Of Annual Return

Pursuant to the provisions of Section 134 (3)(a) of the Companies Act, 2013, extract of the Annual Return for the Financial Year ended 31st March, 2023 made under the provisions of Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT - 9 is attached as "Annexure B" and form a part to this Report and is also available on the Companys website viz. www.vistaramar.com

11. Statement on Declaration given by the Independent Directors

The Board con rms that all Independent Directors of the Company have given a declaration to the Board under Section 149 (7) of the Companies Act, 2013 and Rules made there under that they meet the criteria of independence as prescribed under Section 149 (6) of the said Act and rules made thereunder.

12. Nomination and Remuneration Policy

The Nomination and Remuneration Committee has formulated the criteria for determining quali cations, positive attributes and independence of Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and rules made there under are as follow:

(a) The Committee shall ensure that the level and composition of remuneration is reasonable and su cient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between xed and incentive pay re ecting short and long term performance objectives appropriate to the working of the Company and its goals.

The key objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. (b) To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation. (c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

13. Risk Management Policy

In compliance with the provisions of Section 134 (3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the Authority to Audit Committee to monitor the Risk Management Policy including (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, nancial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identi ed and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. We a rm that, all risk managements are monitored and resolved as per the process laid out in the policy

14. Corporate Social Responsibility

The Company is not required to contribute towards CSR under Section 135 of the CompaniesAct, 2013 read with rules thereunder.

15. Change in the nature of business, if any

There is no change in the nature of the business of the Company during the Financial Year 2022-2023.

16. Directors and Key Management Personnel

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under and the Articles of Association of the Company, Mr. Ramesh Ishwarlal Upadhyay (DIN No. 07087829), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his reappointment.

The Present Directors and KMP of the Company as on 31st March, 2023 are as follow:

(a) Mr. Rajesh Kumar Babulal Panjari, Managing Director (DIN No. 00261895)

(b) Mr. Ram Kumar Babulal Panjari, Executive Director (DIN No. 00262001)

(c) Mr. Ramesh Ishwarlal Upadhyay, Non Executive Director (DIN No. 07087829)

(d) Mrs. Varsha Manish Sanghai, Non Executive Independent Director (DIN No. 07445502)

(e) Mr. Jaidip Dilipkumar Simaria, Non Executive Independent Director (DIN No. 02587800)

(f) Mr. Ram Kumar Babulal Panjari, CFO

(g) Mr. Surendra Jain, Company Secretary and Compliance O cer

17. The name of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associates Companies during the year

There were no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year.

However, the Company is a Subsidiary Company of M/s. RBP Holdings Private Limited during the year under Report.

18. Deposits

Your Company has not accepted any deposits within the meaning of the provisions of Chapter V Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

19. Signi cant and Material Orders passed by the Regulators or Courts

No signi cant and material orders were passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

20. Internal control systems and their adequacy

The Company has an internal control system, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from the unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure e ectiveness of the internal control system. The internal control is designed to ensure that the nancial and other records are reliable for preparing nancial statements and other data, and for maintaining accountability of persons.

During the year under review, such controls were operating e ectively and no reportable material weakness in the design or operations were observed.

21. Disclosure under Section 197 (12) of the Companies Act, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 in respect of ratio of remuneration of each Directors to the Median remuneration of the Employees of the Company for the Financial Year will be made available for inspection at its Registered O ce of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the Company pursuant to Section 136 of the Companies Act, 2013 and Members, if any interested in obtaining the details thereof shall make speci c request to the Company Secretary of the Company and Compliance O cer of the Company in this regard.

22. Board Meeting and Attendance

During the nancial year 2022-2023, 8 (eight) Meetings of Board of Directors were held on 11th April, 2022, 30th May, 2022, 01st June, 2022, 19th July, 2022, 10th August, 2022, 14th October, 2022, 12th November, 2022 and 13th February, 2023. Details of attendance at the Board Meeting, Directorship in other companies and Membership in Committees thereof of each Director are as follows:

Name of the Director	Category	No. of Board Meetings held during the year 2022-2023	No. of Board Meeting attended during the year 2022-2023	Whether attended last AGM held on 13th September, 2022	Directorship in other Public Limited Companies	Chairmanship in Committees of Boards of other Public Limited Companies	Membership in Committees of Boards of other Public Limited Companies
Rajesh Kumar Babulal Panjari	Promoter Managing Director	8	8	Yes	Nil	Nil	Nil
Ram Kumar Babulal Panjari	Promoter Executive Director	8	8	Yes	Nil	Nil	Nil
Ramesh Ishwarlal Upadhyay	Non Executive Director	8	8	Yes	Nil	Nil	Nil
Varsha Manish Sanghai	Non Executive Independent Director	8	7	Yes	Nil	Nil	Nil
Jaidip Dilipkumar Simaria	Non Executive Independent Director	8	7	Yes	Nil	Nil	Nil

23. Board Committees

As on 31st March, 2023, the Board had 3 Committees: the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The detailed note on the composition of Committees is given below:

a) Audit Committee

The Board has well-quali ed Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls, etc.

i) Terms of Reference:

The Audit Committee was constituted in terms of section 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, as amended time to time beside other matter as may referred by board of directors. These inter alias, include the review of the companys nancial reporting process and disclosure of nancial information to ensure that the nancial statement is correct, review of the quarterly and annual nancial statement before submission to the Board for approval.

ii) Composition:

The Audit Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai	Chairman
2. Mr. Ramesh Ishwarlal Upadhyay	Member
3. Mr. Jaidip Simaria	Member

The Audit Committee met 4 (four) times i.e. on 30th May, 2022, 10th August, 2022, 12th November, 2022 and 13th February, 2023. The attendances of the members at the meeting are as follows

Name of the Member	Designation	No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai	Chairman	4
Mr. Ramesh Ishwarlal Upadhyay	Member	4
Mr. Jaidip Dilipkumar Simaria	Member	4

The Company Secretary of the Company acts as Secretary of the Audit Committee.

During the year under Report, there are no instances where the Board had not accepted the recommendation of theAudit Committee.

b) Nomination & Remuneration Committee

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

i. Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

ii. Composition:

The Nomination & Remuneration Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai	Chairman
2. Mr. Ramesh Ishwarlal Upadhyay	Member
3. Mr. Jaidip Simaria	Member

The Nomination & Remuneration Committee met 1 (one) times on 10th August, 2022. The attendances of the members at the meeting are as follows

Name of the Member	Designation	No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai	Chairman	1
Mr. Ramesh Ishwarlal Upadhyay	Member	1
Mr. Jaidip Dilipkumar Simaria	Member	1

c) Stakeholders Relationship Committee:

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee inter alia, include the following:

Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

issue of duplicate share certi cates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

issue new certi cates against subdivision of shares, renewal, split or consolidation of share certi cates / certi cates relating to other securities;

issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

to authorize the Company Secretary and Head Compliance / other O cers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

monitoring expeditious redressal of investors / stakeholders grievances;

all other matters incidental or related to shares/ debenture

ii. Composition:

The Stakeholders Relationship Committee comprises of the following Members:

1. Mrs. Varsha Manish Sanghai	Chairman
2. Mr. Ramesh Ishwarlal Upadhyay	Member
3. Mr. Jaidip Simaria	Member

The Stakeholders Relationship Committee met 4 (four) time on 30th May, 2022, 10th August, 2022, 12th November, 2022 and 13th February, 2023. The attendances of the members at the Meeting are as follows:

Name of the Member	Designation	No. of Meeting(s) attended
Mrs. Varsha Manish Sanghai	Chairman	4
Mr. Ramesh Ishwarlal Upadhyay	Member	4
Mr. Jaidip Dilipkumar Simaria	Member	4

During the year under review, 3 Investor Complaints were received and disposed o during the said year itself.

24. Independent Directors

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with di erent point of view and experiences and prevents con ict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identi es potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a xed tenure of ve years from their respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in more than seven listed entities.

During the year under review, the Independent Directors met on 29th March, 2023, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors.

3. Evaluation of the quality, content and timelines of ow of information between the management and the Board that is necessary for the Board to e ectively and reasonably perform its duties. Evaluation of the quality, content and timelines of ow of information between the management and the Board that is necessary for the Board to e ectively and reasonably perform its duties.

All the independent Directors were present at the Meeting.

25. Share Capital

The paid up equity capital as at March 31, 2023 was Rs 3,20,00,000/- (Rupees Three Crores Twenty Lakhs only). During the year under review the Company has not issued any shares with di erential voting rights or dividends nor issued any sweat equity shares or employee stock options.

26. Finance

The cash and cash equivalents as at March 31, 2023 was Rs.62,20,026/-. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

27. Health, Safety and Environment

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

28. Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

29. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria de ned by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of ful llment of key responsibilities, Establishment and delineation of responsibilities to various Committees, E ectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of ful llment of key responsibilities, adequacy of Committee composition and e ectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

31. Vigil Mechanism/Whistle Blower Mechanism

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and

Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance O cer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

32. Statutory Auditors and Auditors Report

Messrs. S. P. Gupta & Associates, Chartered Accountants, were appointed with your approval as the Statutory Auditors of your Company for a period of ve years till the conclusion of the 42nd AGM. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the remuneration of Messrs. S. P. Gupta & Associates for the nancial year 2023-24. Appropriate resolution seeking your approval to the remuneration of Messrs. S. P. Gupta & Associates is appearing in the Notice convening the 39th AGM of your Company.

The Report of the Auditor of the Company and notes forming part of nancial statements are self-explanatory and hence requires no explanation from the Board of Directors.

The following are the explanations o ered by your Directors in connection with remarks or observations of Auditors in their Report for the year under review:

Sr. No. Observations by Statutory Auditors	Comments by the Board of Directors
1. Point xiv of Annexure A to the Independent Auditors Report 31 March 2023 - In our opinion and based on our examination, though the company is required to have an internal audit system under section 138 of the Act, it does not have the same established for the year.	The Board noted and explained that the Company is in search of Internal Auditor and will have internal audit system under Section 138 of the Companies Act, 2013 at the earliest.

33. Cash Flow Statement

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

34. Secretarial Auditor and Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mrs. Isha Sumit Gupta, Proprietor of M/s. I S Gupta & Co., Company Secretary Firm to conduct Secretarial Audit of your Company for the Financial Year 2022-2023. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 in Form MR-3 is attached as "Annexure C" and form a part to this Report.

The comment of the Board on the Observations in Secretarial Audit Report made by Secretarial Auditor is given below:

Sr. No. Observations by Secretarial Auditors	Comments by the Board of Directors
1. The Company has not appointed Internal Auditor as required under Section 138 of the Companies Act, 2013 during the year under Report.	The Board noted and explained that the Company is in search of Internal Auditor and will comply with the said provisions of Section 138 of the Companies Act, 2013 at the earliest.

35. Cost Records and Cost Audit

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

36. Corporate Governance Report

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is e ective from 01st December, 2015, the Listed Companies having paid up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous Financial Year is not required to comply with the norms of the Corporate Governance Report.

Since, the Paid up Equity Share Capital of the Company is Rs.3,20,00,000/- and Networth is Rs.13,05,84,499/- as on Financial Year ending 31st March, 2023, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

Note - As per Schedule V Part C [10(i)] of Listing Obligation and Disclosure Requirements, the Company does not require taking Certi cate of Non-Disquali cation of Director from Practicing Company Secretary.

37. Managements Discussion and Analysis Reports

In term of the provisions of Regulation 34 (2)(e) of SEBI (LODR) Regulations, 2015, the Managements Discussion and Analysis Report is set out in this Annual Report.

38. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors state that during the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. Reporting of Frauds

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee and/ or Board of Directors under Section 143 (12) of the Companies Act, 2013 and rules framed thereunder, any instances of fraud committed against the Company by its o cer or employee, the details of which would need to be mentioned in the Boards Report.

41. Listing on Stock Exchange

The Companys Shares are listed on BSE Limited in July, 2014.

42. Annual Listing Fees

The Company paid of Annual Listing Fees for the nancial year 2023-2024 to BSE where the Companys Shares are listed.

43. Postal Ballot

The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders through Postal Ballot.

During the year there were no resolutions passed through postal ballot.

44. Enhancing Shareholders Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

45. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

46. Details of any application led for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016:

No application has been led for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 and hence no disclosure or reporting is required.

47. Instance of one-time settlement with any Bank or Financial Institution:

No disclosure or reporting required since no loan is outstanding with any Bank or Financial Institution.

48. Acknowledgements

Your Director would like to express their sincere appreciation for the assistance and co-operation received from the Central and State Government Departments, customers, dealers, vendors, members, banks and other business partners during the year under review. Your Directors also wish to place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

	For and on behalf of the Board of Directors
Navi Mumbai	Rajeshkumar Babulal Panjari	Ramkumar Babulal Panjari
30th May, 2023	Managing Director	Director
	DIN: 00261895	DIN: 00262001