Market & News

PRESENT OPERATIONS & FUTURE PROSPECTS:

Continuing its strategic shift undertaken in the previous year, the Company operated in the textile sector throughout the financial year under review. The business operations are currently based in Ahmedabad, Gujarat, and primarily involve trading and allied activities in the textile sector. The Company remains focused on strengthening its presence in this line of business and exploring opportunities for expansion.

The total revenue of the Company for the financial year 2024 25 stood at Rs. 155.65 lakhs, as compared to Rs. 78.14 lakhs in the previous financial year 2023 24, marking a significant increase in revenue. This growth reflects improved market penetration and increased trading activity within the textile sector.

The total expenses incurred during the year were Rs. 151.76 lakhs, as against Rs. 117.09 lakhs in the previous year. The increase in expenditure is mainly attributable to scaling of business operations and associated costs.

The Company earned a net profit of Rs. 2.75 lakhs for the year under review, as compared to a loss of Rs. 38.95 lakhs in the previous year.

With a continued strategic focus on the textile sector, the Company aims to broaden its market presence and product offerings. The management is actively exploring avenues for geographical expansion, operational scaling, and value addition to strengthen the Company's competitive position and ensure long-term sustainable growth.

DIVIDEND:

As the Company has inadequate Profit, your directors do not propose any dividend for the current year to conserve the resources.

RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General Reserve' or to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934.

CHANGE IN NAME AND NATURE OF COMPANY BUSINESS:

There is no change in name and nature of the company during the period under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(s):

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members with 1 (One) Executive Director and 5 (Five) Non-Executive Directors.

i. Change in constitution of Board of Directors:

During the year under review, there were the following changes in the composition of the Board of Directors:

Mr. Umang Khaitan (DIN: 06519006) was appointed as an Additional Director and designated as the Chief Executive Officer (CEO) of the Company with effect from March 1, 2025.

Mr. Anjani Radheshyam Agarwal (DIN: 00394836) was appointed as an Additional Director with effect from November 25, 2024.

Mr. Sudhir Kumar Asthana (DIN: 10846983) was appointed as an Independent Director of the Company with effect from November 25, 2024.

Mrs. Pinky M. Agrawal (DIN: 02304366) resigned from the position of Chief Executive Officer and Director of the Company with effect from March 1, 2025. The Board places on record its sincere appreciation for her valuable contributions and leadership during her tenure. ii. Change in constitution of KMP:

Mrs. Vaishaliben Sanjaybhai Jain was appointed as Company Secretary and Compliance Officer of the company with effect from 01^st March, 2025.

Mrs. Yashvi Shah, Company Secretary and Compliance Officer, resigned from her position with effect from November 25, 2024. The Board expresses its gratitude for her dedicated service and support to the Company.

iii. Retirement by Rotation:

In accordance with the provision of Section 152 of the Act read with rules made there under and the Articles of Association of the Company, Mr. Purushottam Radheshyam Agarwal (DIN: 00396869) is liable to retire by rotation at the ensuing Annual General Meeting. Director being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Brief profiles of aforesaid director is given in the Annual Report.

iii. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are:

iv. Declaration from Independent Director:

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct and Ethics.

v. Profile of Directors seeking Appointment/Re-appointment

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to the notice convening 33^rd Annual General Meeting.

vi. Disqualification of Directors

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

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2025, 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 affairs of the Company as at March 31, 2025 and of the profit or loss of the Company for the year ended on that date.

iii. The directors have 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.

iv. The directors have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis.

v. 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.

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 effectively.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has One Associate Companies i.e. Anunay Fab Limited.

In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Board of Director's Report as Annexure A.

DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and ( vi ) of Companies ( Accounts ) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company`s operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. Further, there is no foreign exchange earnings and outgo during the year under the review.

THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, 8 (Eight) Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The Details of Which are as under:

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company during the Financial Year 2024 25 comprised the following members: Mr. Sumant Laxminarayan Periwal, Chairman (Independent and Non-Executive Director) Mr. Anandkumar Parmeshwar Agarwal, Member (Independent and Non-Executive Director) Mrs. Pinky Mukesh Agrawal, Member (Executive and Non-Independent Director) [up to 01.03.2025] Mr. Sudhir Kumar Asthana, Member (Non-Executive and Non-Independent Director) [w.e.f. 01.03.2025] The Audit Committee was duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The majority of the members of the Audit Committee are Independent and Non-Executive Directors. During the financial year 2024 25, the Audit Committee met Five (5) times on the following dates:

27.05.2024, 12.08.2024, 13.11.2024, 25.11.2024 and 12.02.2025.

Further, Mrs. Pinky Mukesh Agrawal resigned from the post of Director and CEO with effect from 01^st March, 2025. Subsequently, Mr. Sudhir Kumar Asthana was inducted as a Member of the Audit Committee with effect from the same date.

Brief description of terms of reference:

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference share capital will require prior approval of audit committee;

24. Review the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments made;

25. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the listed entity;

26. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders;

27. Management letters / letters of internal control weaknesses issued by the statutory auditors;

28. Internal audit reports relating to internal control weaknesses; and

29. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

30. Statement of Deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board of Directors of the Company during the Financial Year 2024 25 comprised the following members:

Mr. Sumant Laxminarayan Periwal, Chairman (Independent and Non-Executive Director) Mr. Anandkumar Parmeshwar Agarwal, Member (Independent and Non-Executive Director) Mr. Purushottam Radheshyam Agarwal, Member (Non-Executive and Non-Independent Director) [up to 01.03.2025] Mr. Sudhir Kumar Asthana, Member (Independent and Non-Executive Director) [w.e.f. 01.03.2025]

The Committee was duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The majority of the members of the Committee are Independent and Non-Executive Directors.

During the financial year 2024 25, the Nomination & Remuneration Committee met Seven (7) times on the following dates:

27.05.2024, 12.08.2024, 13.11.2024, 25.11.2024, 12.02.2025, 01.03.2025, 06.03.2025

The details of attendance of the members during the year are as under:

Further, Mr. Purushottam Radheshyam Agarwal ceased to be a member of the Committee with effect from 01^st March, 2025, and Mr. Sudhir Kumar Asthana was appointed as a Member of the Nomination & Remuneration Committee with effect from the same date.

Brief description of terms of reference

The terms of reference of the Remuneration Committee are inter alia:

1) To recommend to the Board, the remuneration packages of Company's Managing/Whole Time/Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, performance incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.)

2) The Company's policy on specific remuneration packages for Company's Managing/Joint Managing/ Executive Directors, including pension rights and any compensation payment.

3) To implement, supervise and administer any share or stock option scheme of the Company.

4) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

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

6) Formulation of criteria for evaluation of performance of Independent Directors and the Board.

7) Devising a policy on Board diversity.

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

9) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

10) The Nomination and Remuneration Committee shall recommend to the board, all remuneration payable to the Senior Management, in any form;

11) The Board is required to make provision for orderly succession of all persons termed as Senior Management;

12) Members of the Senior Management must comply with a code of conduct framed by the company; and

13) Members of the Senior Management must disclose any transactions which may result in a conflict of interest

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Company during the Financial Year 2024 25 comprised the following members: Mr. Sumant Laxminarayan Periwal, Chairman (Independent and Non-Executive Director) Mr. Anandkumar Parmeshwar Agarwal, Member (Independent and Non-Executive Director) Mrs. Pinky Mukesh Agarwal, Member (Executive and Non-Independent Director) [up to 01.03.2025] Mr. Sudhir Kumar Asthana, Member (Independent and Non-Executive Director) [w.e.f. 01.03.2025] The Committee was duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

During the financial year 2024 25, the Stakeholder Relationship Committee met four (4) times on the following dates: 27.05.2024, 12.08.2024, 13.11.2024 and 12.02.2025

The details of attendance of the members during the year are as under:

Further, Mrs. Pinky Mukesh Agarwal ceased to be a member of the Committee with effect from 01st March, 2025, and Mr. Sudhir Kumar Asthana was inducted as a Member of the Stakeholder Relationship Committee from the same date.

INDEPENDENT DIRECTORS MEETING:

In accordance with the provisions of Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Director was held one time during the FY 2024-25 without the presence of Non-Independent Director or members of the management to review:

The details of the Independent Directors held as on 12.02.2025 and their attendance at the meeting are as follows:

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no increase in remuneration given to the Employees for the year 2024-25. Further, the Company is not paying any remuneration to any of its Directors and hence, the comparison as required to be given are not applicable pursuant to section 197(12) and Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as Annexure B.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

All the above policies have been displayed on the website of the Company viz. www.gujaratinvesta.com

AUDITORS

i. Statutory Auditor and their Report

The current Statutory Auditors of the Company are M/s. Nahta Jain & Associates., Chartered Accountants, Ahmedabad (Firm Registration Number 106801W) who has been appointed as Statutory Auditors of the Company till the conclusion of 36^th Annual General Meeting

The Auditors' Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31^st, 2025. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

ii. Statutory Audit Report

The Statutory Auditors' Report on the accounts of the Company for the accounting year ended 31^st March, 2025 is self- explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

iii. Internal Auditor

M/s. Kamal M. Shah & Co. was appointed as an internal Auditor of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors formulates the scope, functioning periodicity and methodology for conducting the internal audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

iv. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules and regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed M/s. Umesh Ved and Associates, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the company for the financial year ended on 31^st March, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 under the Act, read with Rules made thereunder annexed herewith as “Annexure C”.

In addition to the above and in compliance of regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has, on the recommendation of the Audit Committee, in their meeting held on 27^th May, 2025, has recommended to the members the appointment of M/s. Umesh Ved and Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the first term of five (5) consecutive years from the financial year 2025-26 to financial year 2029-30 at such remuneration as shall be finalized by the Board of Directors of the Company. They have also confirmed their eligibility for the said appointment.

v. COST RECORDS AND COST AUDITOR:

The provision of cost Audit and records prescribed under section 148 of the Act are Not Applicable to the company.

LISTING:

The shares of the company are listed at BSE Limited. The Company has paid Annual Listing fees of BSE Limited for the year 2024-25.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as company falls under criteria of Regulation 15(2)(a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the paid-up capital of the company being less than Rs.10 crores and net worth being less than Rs. 25 crores, the threshold limit as prescribed therein

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management Discussion and Analysis Report forming part of this Board of Director's Report as Annexure D.

RELATED PARTY TRANSACTIONS:

During the year under review, there was only single transaction entered into with the related party i.e. Anunay Fab Ltd (Associate Company).

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Note 09 to the Financial Statements for the year ended 31^st March 2025.

INVESTMENT IN UNQUOTED SHARES:

The Company has investment in unquoted shares in following company.

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

STATEMENT ON INDEPENDENT DIRECTORS:

The Following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

a) Mr. Sumant Laxminarayan Periwal

b) Mr. Anandkumar Parmeshwar Agarwal

c) Mr. Sudhir Kumar Asthana

The Company has received requisite declarations/confirmations from all the above Directors confirming their independence.

Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31 March 2025 in Form MGT-7 will be uploaded on website of the Company and can be accessed at www.gujaratinvesta.com.

SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

The Authortised Share Capital of the Company as at 31^st March, 2025 stood at Rs.10,00,00,000/- and The Paid-up Equity Share Capital of the Company as at 31^st March, 2025 stood at Rs.7,50,99,000/-.

During the year under review, the Company has not issued any Share Capital.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

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

Remuneration Policy

The Board of Directors approved the Nomination and Remuneration Policy on the recommendation of Nomination and Remuneration Committee. The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the Listing Regulations. The salient aspects of the Policy are outlined below:

Objectives:

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the board.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Individual Directors:

a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

b) Non-Independent Directors: The performance of each of the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

There are no material changes and commitments, if any, which may have adverse effect on the operations of the Company.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. During the year under review, no complaints were reported.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules, 2014

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

There has been no incident of granting any maternity benefit as per Maternity Benefit Act, 1961 during the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there has been no one-time settlement of loans from the Bank or Financial Institutions.

APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, customers, shareholders, business associates, regulatory and government authorities for their continued support to the company. Further the Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.