Dear Shareholders,
Your Director's are pleased to present the 14th Annual Report
together with the Audited Financial Statement of your Company for the year ended 31st
March, 2025.
FINANCIAL RESULTS
The Financial Reports for Current Financial Year 2024-2025 has been
prepared as per Accounting Standard prescribed under Indian Accounting Standard ("Ind
AS") reporting framework.
The financial highlights of the Company for the year ended March 31, 2025,
are as follows:
(Rs. in Lacs)
| Particulars |
Standalone |
|
Consolidated |
|
|
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
| Total Income |
1668.45 |
2251.37 |
1809.34 |
2398.92 |
| Total Expenditure |
2605.21 |
2427.84 |
2739.52 |
2600.14 |
| Profit/Loss before Exceptional and Extraordinary Item and Tax |
(936.76) |
(176.47) |
(930.18) |
(201.22) |
| Exceptional Items - Expense / (Income) |
- |
- |
- |
- |
| Profit before Tax (PBT) |
(936.76) |
(176.47) |
(930.18) |
(201.22) |
| Current Tax |
- |
- |
- |
- |
| Deferred Tax |
- |
- |
- |
- |
| Profit/Loss for the year |
(936.76) |
(176.47) |
(930.18) |
(201.22) |
STATE OF COMPANY'S AFFAIRS
As compared to previous year the total income of the Company has increased
from Rs. 2251.37 to Rs. 1668.45. As against the loss of Rs. 176.47 for the year ended 31st
March, 2024 the Company closed the year under overview with the loss of Rs. 936.76.
The backward integration implemented during the previous year, has
resulted in lowering the cost of the meters, reduction of dependence on others for timely
supply of quality goods.
Having created a niche for itself in the market for meters, your company
focused on widening product basket and expanding market reach. Moving ahead with the
rising demand of smart meters the company will enhance production capacity and grow
business volumes.
SHARE CAPITAL OF THE COMPANY
The Authorised share Capital of the company as on 31.03.2025 is Rs.
12,60,00,000/- divided into 1,92,00,000 equity shares of Rs. 5/- each and 60,00,000
preference shares of Rs. 5/- each.
The issued, subscribed and paid-up Share Capital of the company as on
31.03.2025 was Rs. 8,02,87,330/- divided into 1,60,57,466 equity shares of face value of
Rs. 5/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the company.
During the year under review, the Board of Directors comprised of Six
members, Mr. Prashant Ranade is the Managing Director of the Company, Mr. Pranav Kumar
Ranade is the Chairman and Executive Director of the Company, Mrs. Ameeta Ranade is the
Non-Executive Director of the Company. The three Independent Directors on the Board of the
Company are Dr. Priya Somaiya, Mr. Anil Kumar Rustogi and Mrs. Roopali Mittal.
Change in Designation of Directors
No Change during the year under review.
Appointment of Directors
In the Financial Year 2024-25, Mr. Anil Kumar Rustogi (DIN: 00007953) was
appointed as an Additional Director in the capacity of Non-Executive Independent Director
of the Company for the Five (5) consecutive year by the Board of Directors by passing the
resolution by circulation with effect from June 29, 2024 and further his appointment has
been regularized by the members in the Annual General Meeting held in the year 2024 of the
Company.
Further, during the year under review, Mr. Aman Marodia(DIN:08794697)has
been appointed as an Additional Director in the category of Non-Executive Independent
Director of the Company by the Board of Directors by passing the Resolution by Circulation
on 01st May, 2025 and further approved by the Members of the Company through the Postal
Ballot (by way of e-voting process) on July 31, 2025 to hold office up to a period of five
(5) years with effect from May 03, 2025. Pursuant to the Circular dated June 20, 2018,
issued by the stock exchanges and the declaration received from the Independent Director,
he being appointed as an Independent Director is not debarred from holding the office of
Director by virtue of any SEBI order or any other such authority and therefore, he is not
disqualified to be appointed/reappointed as an Independent Director and not related to any
director of the Company.
Resignation/ Cessation/ Retirement of Directors
During the year under review, Dr. Priya Somaiya (DIN: 07173195),
Independent Director of the Company, ceased to be a director of the Company on account of
Competition of her tenure from close of business hours on May 04, 2025. The Board placed
on records its appreciation for the valuable contribution rendered by her during her
tenure.
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Pranav Kumar Ranade (DIN: 00005359), Director
of the Company retire by rotation at the ensuing Annual General Meeting and he is being
eligible and offered himself for re-appointment. The Board recommends his re-appointment
and a resolution seeking members' approval for his re-appointment along with other
required details forms part of the Notice of the ensuing Annual General Meeting.
Key Managerial Personnel
The following are the Whole-Time Key Managerial Personnel of the Company
pursuant to Sections 2(51) and Section 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:
1. Mr. Pranav Kumar Ranade, Whole Time Director,
2. Mr. Prashant Ranade, Managing Director
3. Mr. Hrydesh Jain, Chief Financial Officer
4. Mr. Alok Kumar Pandey, Company Secretary
During the Period under review, Mr. Rakesh Kumar, Company Secretary of the
Company has resigned from the Company with effective from 30th November, 2024 and Mr. Alok
Kumar Pandey has been appointed as a Company Secretary of the Company by the Board of
Directors at their meeting held on 11th February, 2025.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 134(3)(d) of the Act with respect to
statement on declaration given by independent directors under Section 149(6) of the Act
read with Regulation 25(8) of Listing Regulations, the Board hereby confirms that all the
independent directors of the Company have given declaration that -
• they meet the criteria of independence as provided in Section
149(6)of the Act and in the SEBI Listing Regulations;
• they have registered their names in the independent directors' data
bank as prescribed under the Act in terms of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014; and
• They have complied with the code for independent directors
prescribed in Schedule IV of the Companies Act, 2013.
All the Directors have confirmed that they are not disqualified for being
appointed as Directors pursuant to Section 164 of the Act and other applicable laws. Based
on the confirmation/affirmation received from an independent director that he/she was not
aware of any circumstances that are contrary to the declarations submitted by him/her, the
Board acknowledged the veracity of such confirmation and recorded the same.
Familiarization programs
The Independent Directors has received a formal letter of Appointment from
the Company stating their position, function, responsibilities, and obligations. The
Company organizes familiarization programs for Independent Directors (Rs. in Lacs)in
accordance with Regulation 25(7) of the SEBI Listing Regulations to give them the chance
to have a comprehensive grasp of their roles, rights and obligations. Additionally, it
enables Independent Directors to fully comprehend the business model of the company,
operational processes, the nature of the sector, and other pertinent facts.
None of the Non-Executive Independent Directors held any equity shares of
your Company during the financial year ended 31st March, 2025.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee of the Directors has approved a
Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires
that the Directors shall be of high integrity with relevant expertise and experience so as
to have a diverse Board. The Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director.
The policy of the Company on Directors Appointment and Remuneration,
including criteria for determining qualifications, positive attributes and independence of
a director and other matters provided under Sub-Section (3) of Section 178 of the
Companies Act, 2013, is adopted by the Board on the recommendation of Nomination and
Remuneration Committee.
The remuneration provided to all the directors, key managerial personnel
and other employees of the Company is in accordance with the remuneration policy of the
Company.
FRAMEWORK FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, THE BOARD
AND ITS COMMITTES
Pursuant to the provisions of section 178 read with Companies Amendment
Act, 2017 and Schedule IV of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Nomination and Remuneration Committee (the
"Committee") shall lay down the evaluation criteria for performance evaluation
of Independent Directors and the Board. This framework shall contain the details of
Board's self-evaluation framework (including all Committees of the Board and individual
directors).
While evaluating the performance of Board, the Board had considered the
composition and structure of the Board in terms of size, experience, diversity,
effectiveness of the board process, dissemination of information etc. The Board gives
effective advice and assistance for achieving the company's mission and vision.
The performance of the committees was evaluated by the board taking into
consideration the factors such as composition of the committee; effectiveness of committee
meetings; independence of the committee from the Board and contribution in decision making
by the Board etc. It was found that their performance and functioning was within the
mandate of the Board besides meeting the expectations of the Board.
The Board is committed to assessing its own performance as a Board in
order to identify its strengths and areas in which it may improve its functioning. To that
end, the Committee shall establish the following processes for evaluation of performance
of Independent Director and the Board:
• Once a year, the Board will conduct a self-evaluation. It is the
responsibility of the Chairman of the Board, supported by the Company Secretary of the
Company, to organize the evaluation process and act on its outcome;
• The Committee shall formulate evaluation criteria for the Board and
the Independent Directors which shall be broadly based on:
> Knowledge to perform the role;
> Time and level of participation;
> Performance of duties and level of oversight; and
> Professional conduct and independence.
• If required by the Chairman, the Board / Independent Directors may
be asked to complete the evaluation forms and submit the same to the Chairman.
Further, Independent Directors at a separate meeting held on 28th March
2025 evaluated performance of the NonIndependent Directors, Board as a whole and that of
the Chairman of the Board.
CORPORATE GOVERNANCE
The Company remains committed to maintaining the highest standards of
Corporate Governance and ensuring full compliance with the requirements laid down by the
Securities and Exchange Board of India. In line with the Securities (Rs. in Lacs)and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Corporate Governance Report forms an integral part of this Annual Report and
annexed herewith this report as an Annexure-1. Additionally, the necessary Certificate
from M/s Navneet K Arora & Co., LLP, Practicing Company Secretaries, affirming
compliance with Corporate Governance conditions, is annexed along with the Corporate
Governance Report.
PARTICULARS OF EMPLOYEES
Disclosure 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 is annexed as
Annexure-II to this report.
During the year under review, there was no employee drawing remuneration
in excess of limits prescribed under Section 197 of the Act read with Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
list of top 10 employee is attached in the Annexure-II forming part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act,
2013 the Board of Directors to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the year ended 31st
March 2025, the applicable accounting standards have been followed and there no material
departures from the same;
(b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at 31st March 2025 and of
the profit and loss of the company for year ended on that date;
(c) the directors had taken proper and sufficient 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;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively; and
(f) the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
INTERNAL FINANCIAL CONTROL
Internal Financial Control Systems of the Company are commensurate with
its size and the nature of its operations. These have been designed to provide reasonable
assurance with regard to recording and providing reliable financial and operational
information, complying with applicable accounting standards and relevant statutes,
safeguarding assets from unauthorised use, executing transactions with proper
authorization and ensuring compliance of corporate policies. The Company has a well
defined delegation of authority with specified limits for approval of expenditure, both
capital and revenue.
STATUTORY AUDITOR
M/s. GSA & Associates LLP, Chartered Accountants (Firm Registration
No. 000257N/N500339)were re-appointed as Statutory Auditor of the Company, for a term of 5
(five) consecutive years, at the 10th Annual General Meeting held on 30th September, 2021.
They had confirmed their eligibility and qualifications required under the Act for holding
office as Auditor of the Company.
The report of the Statutory Auditors along with notes to Schedules is a
part of this Integrated Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of your Company appointed M/s. Navneet K Arora & Co. LLP,
Practicing Company Secretaries ("Secretarial Auditors") to conduct the
Secretarial Audit of the Company for the Financial Year ended March 31, 2025.(Rs. in
Lacs)The Secretarial Audit Report for the Financial Year ended March 31, 2025, is attached
herewith as Annexure -111(A) and forms an integral part of this Annual Report.
Further, pursuant to the provisions of the Regulation 24A ofthe SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and basis the
recommendation of the Audit Committee, the Board of Directors of your Company appointed
M/s. Navneet K Arora & Co. LLP, Practicing Company Secretaries as Secretarial Auditors
of the Company for a term of five (5) consecutive financial years (FY)commencing from FY
2025-26 to FY 2029-30, subject to the approval of Members in ensuing Annual General
Meeting.
M/s. Navneet K Arora & Co. LLP, Practicing Company Secretaries have
provided their consent to be appointed as Secretarial Auditors of the Company for a term
of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY2029-30 and
also confirmed that they are not disqualified to be appointed as Secretarial Auditors of
the Company. They have also confirmed that they have subjected themselves to the peer
review process of the Institute of Company Secretaries of India (ICSI) and hold a valid
certificate issued by the Peer Review Board of the ICSI.
The appropriate resolution seeking approval of the Members of the Company
for the appointment of M/s. Navneet K Arora & Co. LLP, Practicing Company Secretaries
as Secretarial Auditors of the Company is being placed in the Notice of 14th Annual
General Meeting.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, M/s Navneet K Arora &
Co LLP, Company Secretaries in Practice has issued Annual Secretarial Compliance Report is
also annexed to this report as Annexure- III (B).
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the
Secretarial Audit. There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Secretarial Auditors in their Secretarial Audit
Report that may call for any explanation from the Directors.
SECRETARIAL STANDARD
The Company has duly complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and
Members (SS-2).
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a)
of the said Act, the Annual Return containing details as of March 31, 2025, is available
on the Company's website www.pkrgroup.in.
MEETINGS OF THE BOARD
During the year under the review, 4 (Four) Board meetings ofthe Company
were duly convened and held. The intervening gap between the two consecutive meetings was
within the period prescribed under the Companies Act, 2013 (herein after also referred to
as "the Act") and Secretarial Standard 1 on Board meetings issued by the
Institute of Company Secretaries of India.
The dates on which these meetings were held are May 24, 2024, August 09,
2024, November 13, 2024 and February 11, 2025.
The details of which are provided in the Corporate Governance Report.
COMMITTEES
i) AUDIT COMMITTEE
The Composition of Audit Committee is as under and is in compliance with
the provisions of Section 177 of the Companies Act, 2013 read with Rules made thereunder
and Regulation 18 of Securities and Exchange Board of India(Listing Obligations and
Disclosure Requirements) Regulations, 2015. The scope of the activities of the Audit
Committee is set out in the Corporate Governance Report.
Dr. Priya Somaiya (Chairperson) - Independent Director
Mr. Prashant Ranade (Member) - Managing Director
Mr. Anil Kumar Rustogi (Member) - Independent Director
All the recommendations made by the Audit Committee of the Company have
been considered and accepted by the Board of Directors of the Company.
The members of the Audit Committee met four times during the year under
review, details stated in the Corporate Governance Report.
[Note-Dr. Priya Somaiya ceased to be a member w.e.f. May 04th, 2025 and
Mr. Aman Marodia has been inducted as a member of the Committee w.e.f. 03rd May, 2025]
ii) NOMINATION AND REMUNERATION COMMITTEE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the members of the Nomination and Remuneration Committee met once
during the year under review. The details of the constitution of the Nomination and
Remuneration Committee, terms of reference and the meetings held during the financial year
have been stated in the Corporate Governance Report.
iii) STAKEHOLDER RELATIONSHIP COMMITTEE
During the year under review, the members of the Stakeholder Relationship
Committee met once. The details of the constitution of the Stakeholder and Relationship
Committee, terms of reference and the meetings held during the financial year have been
stated in the Corporate Governance Report.
VIGIL MECHANISM/WHISTILE BLOWER POLICY
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing
Regulations, 2015, the Company has established arobust Vigil Mechanism for directors and
employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Company's code of conduct. The Vigil Mechanism Policy
provides that the company investigates in such incidents, when reported, in an impartial
manner and shall take appropriate action as and when required to do so. The policy also
provides the mechanism for adequate safeguard against the victimization of
Director(s)/employees who avail the mechanism and also provide for the direct access to
the Chairman of the Audit Committee in exceptional cases.
The Company has a Whistle Blower Policy framed to deal with instance of
fraud and mismanagement, if any in the Company. The details of the Policy are posted on
the website of the Company www.pkrgroup.in.
LOANS, GUARANTEE AND INVESTMENTS
In terms of the provisions of Section 186 of the Companies Act, 2013 read
with Companies (Meeting of Board and its Powers) Rules, 2014 and Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars relating
to loans, advances, guarantees and investments are provided as part of the notes to
accounts of the Standalone Financial Statement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY OR COURTS
There are no significant and material orders passed during the year by the
regulators, courts or tribunals impacting the going concern status and Company's
operations in the future.
RISK MANAGEMENT POLICY
The Company has framed a Risk Management Policy to identify and assess the
risk areas, monitor and report compliance and effectiveness of the policy and procedure. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non-business risk. The policy seeks to create transparency, minimize
adverse impact on the business objectives and enhance the Company's competitive advantage.
The business risk policy defines the risk management approach across the enterprise at
various levels including documentation and reporting. The policy has different risk models
which help in identifying risks trend, exposure and potential impact analysis at a Company
level as also separately for business segments.
The Company has developed and implementing a risk management policy which
includes the identification therein of elements of risk, which in the opinion of the Board
may threaten the existence of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments, other than disclosed as part of this
report, affecting the financial position of the Company which occurred between the end of
the financial years to which financial statement relate and the date of this report.
SUBSIDIARIES
PKR Energy Limited, wholly owned subsidiary of the Company was dissolved
by the order of the Hon'ble NCLT PRINCIPAL BENCH, New Delhi by its order dated June 11,
2024.
The Company has three subsidiaries outside India viz. Global Power and
Trading (GPAT) PTE. Ltd., Singapore, Advance Power and Trading GMBH, Germany and PKR
Technologies Canada Limited, Canada.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of
the Companies (Accounts) Rules 2014, a statement containing salient features of the
Financial Statements of your Company's Subsidiaries in Form AOC-1 is attached to Financial
Statements annexed as "Annexure-IV".
CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
All the transactions entered into with related parties as defined under
the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 during the financial year ended 31st March,
2025 were in the ordinary course of business and on arm's length basis. As per the
provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder read with
Regulation 23 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company had obtained the necessary prior
approvals of the Audit Committee for all the related party transactions. Further, there
were no material related party transactions with promoters & promoter's group,
directors or Key Management Personnel during the year under report.
None of the transactions with any of the related parties were in conflict
with the interest of the Company rather, they synchronize and synergies with the Company's
operations.
The Company has framed a Policy on materiality of Related Party
Transactions and on dealing with related party Transactions in accordance with SEBI
Listing Regulations 2015 and Companies Act, 2013, as amended. The Policy intends to ensure
that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and related parties.
The particulars of all contracts or arrangement entered with the related
parties as referred to in Section 188 of the Companies Act, 2013 in the prescribed form
AOC-2 of Companies (Accounts) Rules, 2014 is appended as "Annexure-V".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended as "Annexure-VI"
MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified by the
Central Government under sub-section of section 148 of the Companies Act, 2013 are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in nature of business during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of section 135 of the Companies Act, 2013 is not applicable
to your Company as the Company does not fall under the criteria limits mentioned in the
said section of the Act. Hence, the Company has not taken voluntary initiative towards any
activity mentioned for Corporate Social Responsibility.
APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there were no applications made or
proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of
loans taken from banks and financial institutions. GENERAL
Your 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. The amount, which it proposes to carry to any reserves.
2. The amount which it recommends should be paid by way of Dividend.
3. Details relating to deposits covered under Chapter V of the Act.
4. Issue of equity shares with differential rights as to dividend, voting
or otherwise.
5. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
6. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
Your Directors further state that during the year under review, there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing
Regulations"), the Management Discussion and Analysis Report for the year under
review, is annexed to this report as "Annexure-VII".
GENERAL MEETING
During the year under review, Company has convened Annual General Meeting
held on September 26, 2024 for the financial year 2023-24.
Further, Company has convened Extra-ordinary General Meeting byway of
Postal Ballot on July 31, 2025 for shareholders approval.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
The Company is committed to maintaining a productive environment for all
its employees at various levels in the organization, free of sexual harassment and
discrimination on the basis of gender. The Company has framed a policy on Prevention of
Sexual Harassment in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up
"Prevention of Sexual Harassment
Committee" (‘the Committee') to redress the Complaints received
regarding sexual harassment which has formalized a free and fair enquiry process with
clear timeline.
During the year under review, the Company had not received any complaint
of harassment.
CEO AND CFO CERTIFICATE
CEO and CFO Certificate as prescribed under Schedule- II Part B of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to the Corporate Governance Report forming part of this
Annual Report.
ACKNOWLEDGEMENT
Your Director's would like to express their sincere appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during theyear under review. Your Director's
also wish to place on record their deep sense of appreciation for the committed services
by the Company's executives, staff and workers.
For and on behalf of the Board
Sd/
Prashant Ranade
Date: 12.08.2025
(Managing Director)
Place: New Delhi
DIN: 00006024
