Your Directors pleased to present the 31st Annual Report on the Business and
Operations of the Company together with the Audited Financial Statement for the Financial
Year ended on 31st March, 2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st
March, 2025 and for the previous financial year ended on 31st March, 2024 is
given below:
(Rs. in Lakhs)
| Particulars |
Financial Year 202425 |
Financial Year 202324 |
| Revenue from Operations |
0.00 |
2.90 |
| Other Income |
366.96 |
6.80 |
| Total Revenue |
366.96 |
9.70 |
| Total Expenses |
78.40 |
32.31 |
| Profit / Loss before Exceptional and Extra Ordinary
Items and Tax Expenses |
288.57 |
22.61 |
| Add / Less: Exceptional and Extra Ordinary Items |
0.00 |
0.00 |
| Profit / Loss before Tax Expenses |
288.57 |
22.61 |
| Less: Tax Expense |
|
|
| Current Tax |
72.30 |
0.00 |
| Deferred Tax |
0.00 |
0.00 |
| Profit / Loss for the Period |
216.27 |
22.61 |
| Earnings Per Share (EPS) |
|
|
| Basis |
6.55 |
0.69 |
| Diluted |
6.55 |
0.69 |
2. OPERATIONS:
Total revenue for Financial Year 202425 is Rs. 366.96 Lakhs compared to the total
revenue of Rs. 9.70 Lakhs of previous Financial Year. The Company has incurred profit
before tax for the Financial Year 202425 of Rs. 288.57 Lakhs as compared to Loss before
tax of Rs. (22.61) Lakhs of previous Financial Year. Net Profit after Tax for the
Financial Year 202425 is Rs. 216.27 Lakhs as against Net Loss after tax of Rs. (22.61)
Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 202425, there was no change in the nature of business of the
Company.
To conserve the resources for future prospect and growth of the Company, your Directors
do not recommend any dividend for the Financial Year 202425 (Previous year Nil).
5. SHARE CAPITAL:
A. Authorised Share Capital:
The Authorised Share Capital of the Company as on 31st March, 2025 is Rs.
7,00,00,000/ (Rupees Seven Crores Only) divided into 7,00,00,000 (Seven Crores) Equity
Shares of Rs. 1.00/ (Rupee One Only)
•
After Completion of Financial Year:
On 9th June 2025, with the approval of the Shareholders of the Company be
and is hereby accorded for alter and increase the Authorized Share Capital of the Company
from existing Rs. 7,00,00,000/ (Rupees Seven Crores Only) divided into 70,00,000 (Seventy
Lakhs) Equity Shares of Rs. 10/ (Rupees Ten) each to Rs 95,00,00,000/ (Rupees Ninety five
Crores Only) divided into 9,50,00,000 (Nine Crores fifty lakhs) Equity Shares of Rs. 10/
(Rupees Ten) each.
B. Paidup Share Capital:
The Paidup share capital of the Company as on 31st March, 2025 is Rs.
3,30,00,000/ (Rupees Three Crores Thirty Lakhs Only) divided into 3,30,00,000 (Three
Crores Thirty Lakhs) Equity Shares of Re. 1.00/ (Rupee One Only).
•
After Completion of Financial Year:
1. On 9th June 2025, with the approval of the Members of the Company be and
is hereby accorded to, issue, , on a preferential basis, up to 5,07,75,761 (Five Crores
Seven Lakhs Seventyfive Thousand Seven Hundred SixtyOne)) Equity Shares of face value of
t10/ (Rupees Ten) fully paid up, to persons belonging to Non Promoter Group, towards
conversion of outstanding unsecured loan into equity shares to the extent of
t81,64,74,310/ (Rupees EightyOne Crores SixtyFour Lakhs SeventyFour Thousand Three Hundred
Ten Only) or at an issue price of t 16.08 / (Rupees Sixteen and Paise Eight Only) per
equity share
2. On 9th June 2025, with the approval of the Members of the Company be and
is hereby accorded to, issue, , on a preferential basis, up to 93,28,358 (Ninety three
lakhs twenty eight thousand Three hundred fifty eight) Equity Shares at a price of Rupees
16.08/ (Rupees Sixteen eight paise Only) each, aggregating up to Rs. 15,00,00,000/ (Rupees
Fifteen Crores Only) to the entities of nonpromoter category
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”). During the
year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such
unpaid dividend to the said account. Therefore, there were no funds which were required to
be transferred to Investor Education and Protection Fund.
The Profit of the Company for the Financial Year ending on 31st March, 2025
is transferred to profit and loss account of the Company under Reserves and Surplus.
8. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at www.cmbl.co.in
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
•
Change in Registered Office of the Company:
The Board of Directors of the Company, at its meeting held on Friday, 24th
May, 2024 considered and approved the changed of the Company's registered Office from
UG24, Vishwadeep Tower, District Centre, Janak Puri, West Delhi, New Delhi, Delhi, India,
110058 to A19, Ground Floor, FIEEE Complex, Suite # 1257, Okhla Industrial Area Phase2,
New Delhi 110020 i.e. within the local limits of city, w.e.f. 24th May, 2024.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There is no significant material orders passed by the Regulators or Courts or Tribunal,
which would impact the going concern status of the Company and its future operation.
11. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 6 (Six) times viz. 24th
May 2024,15th July 2024, 12th August 2024, 18th October
2024, 14th November 2024 and 10th February 2025.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2025 the applicable accounting standards have been followed and there are no
material departure 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 the end of financial year and of the
loss of the Company for the financial year ended on 31st March, 2025.
c The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are 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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to 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.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook as per "Annexure 1".
15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
16. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY
OF THE COMPANY:
The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors
to ensure smooth operations and effective management control. The Audit Committee also
reviews the adequacy of the risk management frame work of the Company, the key risks
associated with the business and measures and steps in place to minimize the same.
18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
•
Degree of fulfillment of key responsibilities
towards stakeholders (by way of monitoring corporate governance practices, participation
in the longterm strategic planning, etc.);
•
Structure, composition, and role clarity of
the Board and Committees;
•
Extent of coordination and cohesiveness
between the Board and its Committees;
•
Effectiveness of the deliberations and
process management;
•
Board / Committee culture and dynamics; and
•
Quality of relationship between Board Members
and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had oneonone meetings with each Independent Director and the
Chairman of NRC had oneonone meetings with each Executive and NonExecutive, NonIndependent
Directors. These meetings were intended to obtain Directors' inputs on effectiveness of
the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of NonIndependent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and NonExecutive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the NonIndependent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For NonExecutive & Independent Directors:
•
Knowledge
•
Professional Conduct
•
Comply Secretarial Standard issued by ICSI
Duties
•
Role and functions
b) For Executive Directors:
•
Performance as leader
•
Evaluating Business Opportunity and analysis
of Risk Reward Scenarios
•
Key set investment goal
•
Professional conduct and integrity
•
Sharing of information with Board.
•
Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control selfassessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
20. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT,2013:
The details of loans, investment, guarantees and securities covered under the
provisions of section 186 of the Companies Act, 2013 are provided in the financial
statement.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, Company has not entered in any Related Party
Transactions.
Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of
the Listing Regulations, all Material Related Party Transactions (
“material RPTs”) require prior approval of the shareholders of the Company vide ordinary
resolution.
The Company has formulated and adopted a policy on dealing with related party
transactions, in line with Regulation 23 of the Listing Regulations, which is available on
the website of the Company.
As a part of the mandate under the Listing Regulations and the terms of reference, the
Audit Committee undertakes quarterly review of related party transactions entered into by
the Company
with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section
177 of the Act, the Audit Committee has granted omnibus approval in respect of
transactions which are repetitive in nature, which may or may not be foreseen, not
exceeding the limits specified thereunder. The transactions under the purview of omnibus
approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party
Transactions in prescribed format with the Stock Exchanges.
23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed
“Business
Conduct Policy”. Every
employee is required to review and sign the policy at the time of joining and an
undertaking shall be given for adherence to the Policy. The objective of the Policy is to
conduct the business in an honest, transparent and in an ethical manner. The policy
provides for antibribery and avoidance of other corruption practices by the employees of
the Company.
24. RESERVES & SURPLUS:
(Rupees in Lakhs)
| Sr. No. Particulars |
Amount |
| 1. Balance at the beginning of the year |
(16.48) |
| 2. |
|
| 2. Current Year's Profit / (Loss) |
216.27 |
| 3. Less: Expenses of Previous Year |
(1.02) |
| 4. Amount of Securities Premium and other Reserves |
|
| Total |
198.96 |
25. CONSERVATION OF ENERGY, TECHNLOGY, ASBSORPOTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc.
Export revenue constituted 0 % of the total revenue in FY 202425;
| Foreign exchange earnings and outgo |
F.Y. 202425 |
F.Y. 202324 |
| a. Foreign exchange earnings |
Nil |
Nil |
| b. CIF value of imports |
Nil |
Nil |
| c. Expenditure in foreign currency |
Nil |
Nil |
| d. Value of Imported and indigenous Raw Materials,
Spareparts and Components Consumption |
Nil |
Nil |
26. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company
has received remuneration above the limits specified in the Rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 202425.
27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in AS18 which is
forming the part of the notes to financial statement.
28. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below as on
date:
| Sr. No. Name |
Designation |
DIN/PAN |
| 1. Niravkumar Chandreshkumar Parikh1 |
Managing Director |
01848945 |
| 2. Niravkumar Chandreshkumar Parikh1 |
Chief Financial Officer |
AOPPP6894L |
| 3. Sunitha Thumu2 |
NonExecutive and Independent Director |
03131556 |
| 4. Subramanyam Bommireddy Gari3 |
NonExecutive Director |
09738368 |
| 5. Sukanya Pittala4 |
Executive Director |
08146455 |
| 6. Saloni Mehra |
NonExecutive and Independent Director |
10062907 |
| 7. Renu Kaur |
NonExecutive and Independent Director |
10080402 |
| 8. Amit Bajaj |
NonExecutive and Independent Director |
10122918 |
| 9. Manoj Purushottam Rasania5 |
Managing Director & CFO |
10812201 |
| 10. Vishal Jethabhai Nayak6 |
Managing Director |
11048209 |
| 11. Amandeep Kaur |
Company Secretary |
CEIPK3405D |
1. Mr. Niravkumar Chandreshkumar Parikh has been resigned from the post of Managing
Director and Chief Financial Officer of the company w.e.f. 18th October 2024
2. Ms. Sunitha Thumu has resigned from the post of NonExecutive and Independent
Director of the company w.e.f. 15th July 2024
3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of NonExecutive
NonIndependent Director of the company w.e.f. 2nd July 2025
4. Ms. Sukanya Pittala has resigned from the post of Executive Director of the company
w.e.f. 15th July 2024.
5. Mr. Manoj Purushottam Rasania has been appointed as Managing Director and Chief
Financial Officer of the company w.e.f. 18th October 2024 and has been resigned
from the post of Managing Director and Chief Financial Officer of the company w.e.f. 2nd
May 2025
6. Mr. Vishal Jethabhai Nayak has been appointed as Managing Director of the company
w.e.f. 11th April 2025
7. Mr. Vishal Jethabhai Nayak has been appointed as Managing Director of the compay
w.e.f. 11th April 2025
8. Mr. Manoj Purushottam Rasania
Apart from the above changes, there were no other changes in the composition of the
Board of Directors of the Company during the Financial Year 202425 and till the date of
Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by
rotation.
29. DECLARATION BY INDEPENDENT DIRECTORS:
Ms. Saloni Mehra, Ms. Renu Kaur and Mr. Amit Bajaj Independent Directors of the Company
has confirmed to the Board that he meets the criteria of Independence as specified under
Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director.
He has also confirmed that he meets the requirement of Independent Director as mentioned
under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The confirmations were noted by the Board.
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, quarterly compliance report on requirement Corporate Governance is not
applicable to the Company.
31. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.
32. AUDITORS AND THEIR REPORTS:
A. Statutory Auditor:
M/s. J Singh & Associates, Chartered Accountants, Ahmedabad, were appointed as the
Statutory Auditors of the Company. The Auditor's report for the Financial Year ended 31st
March, 2025 has been issued with a qualified opinion by the Statutory Auditors
The Auditors have also furnished a declaration confirming their independence as well as
their arm's length relationship with your Company as well as declaring that they have not
taken up any prohibited nonaudit assignments for your Company. The Audit Committee reviews
the independence of the Auditors and the effectiveness of the Audit Process.
The Auditor's report for the Financial Year ended 31st March, 2025 has been
issued with an unmodified opinion, by the Statutory Auditor.
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed Mr. Monika Shekhawat, Proprietor of M/s Shekhawat & Associates,
Company Secretaries, Ahmedabad (FRN: S2024GJ963300) as a Secretarial Auditor of the
Company to conduct Secretarial Audit for the Financial Year 202425.
The Secretarial Audit Report for the Financial Year 202425 is annexed herewith as "Annexure
II" in Form MR3.
The report of the Secretarial auditor has not made any adverse remark in their Audit
Report
C. INTERNAL AUDITOR:
The Board of directors has appointed Mr. Bharat Mundra, Proprietor of M/s. B M Mundra
& Co., Chartered Accountant, Ahmedabad as the internal auditor of the Company. The
Internal Auditor conducts the internal audit of the functions and operations of the
Company and reports to the Audit Committee and Board from time to time.
33. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 24th May 2024, 12th August 2024, 14th
November, 2025 and 10th February 2025the attendance records of the members of
the Committee are as follows:
| Name |
Status |
Category |
| Sukanya Pittala1 |
Chairperson |
NonExecutive Director |
| Sunitha Thumu2 |
Member |
NonExecutive Independent Director |
| Subramanyam Bommireddy Gari3 |
Member |
NonExecutive Director |
| Renu Kaur4 |
Chairperson |
NonExecutive and Independent Director |
| Amit Bajaj 5 |
Member |
NonExecutive and Independent Director |
| Manoj Purushottam Rasania6 |
Member |
Managing Director |
| Vishal Jethabhai Nayak7 |
Member |
Managing Director |
1. Ms. Sukanya Pittala has been resigned from the post of Chairperson of Audit
Committee w.e.f. 15th July 2024
2. Mrs. Sunitha Thumu has been resigned from the post member of Audit Committee w.e.f.
15th July 2024
3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of Member of Audit
Committee w.e.f. 2nd July 2025
4. Mrs. Renu Kaur has been appointed as Chairperson of Audit committee w.e.f. 15th July
2024
5. Mr. Amit Bajaj has been appointed as member of Audit Committee w.e.f. 15th July
2024.
6. Mr. Manoj Purushottam Rasania has been appointed as member of Audit Committee w.e.f.
2nd July 2025 and has been resigned . as member of Audit Committee w.e.f. 11th
April, 2025
7. Mr. Vishal Jethabhai Nayak has been appointed as Member of Audit Committee w.e.f. 11th
April, 2025
During the year all the recommendations made by the Audit Committee were accepted by
the Board.
B. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders
' Relationship committee as tabulated below, was held on 24th
May 2024 the attendance records of the members of the Committee are as follows:
| Name |
Status |
Category |
| Sukanya Pittala1 |
Chairperson |
NonExecutive Director |
| Sunitha Thumu2 |
Member |
NonExecutive Independent Director |
| Subramanyam Bommireddy Gari3 |
Member |
NonExecutive Director |
| Saloni Mehra4 |
Chairman |
NonExecutive and Independent Director |
| Renu Kaur5 |
Member |
NonExecutive and Independent Director |
| Amit Bajaj6 |
Member |
NonExecutive and Independent Director |
1. Ms. Sukanya Pittala has been resigned from the post of Chairperson of Stakeholders
' Relationship Committee w.e.f. 15th
July
2024
2. Mrs. Sunitha Thumu has been resigned from the post member of Stakeholders
' Relationship Committee w.e.f. 15th
July 2024
3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of Member of
Stakeholders
' Relationship
Committee w.e.f. 2nd July 2025
4. Mrs. Saloni Mehra has been appointed as Chairperson of Stakeholders
' Relationship Committee w.ef. 15th July 2024
5. Mrs. Renu Kaur has been appointed as Member of Stakeholders
' Relationship Committee w.e.f. 15th July 2024
6. Mr. Amit Bajaj has been appointed as member of Stakeholders
' Relationship Committee w.e.f.2nd July 2025
C. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and Remuneration
committee as tabulated below, was held on 15th July 2024 and 18th
October 2024the attendance records of the members of the Committee are as follows:
| Name |
Status |
Category |
| Sukanya Pittala1 |
Chairperson |
NonExecutive Director |
| Sunitha Thumu2 |
Member |
NonExecutive Independent Director |
| Subramanyam Bommireddy Gari3 |
Member |
NonExecutive Director |
| Saloni Mehra4 |
Chairman |
NonExecutive and Independent Director |
| Renu Kaur5 |
Member |
NonExecutive and Independent Director |
| Amit Bajaj6 |
Member |
NonExecutive and Independent Director |
1. Ms. Sukanya Pittala has been resigned from the post of Chairperson of Nomination and
Remuneration Committee w.e.f. 15th July 2024
2. Mrs. Sunitha Thumu has been resigned from the post member of Nomination and
Remuneration Committee w.e.f. 15th July 2024
3. Mr. Subramanyam Bommireddy Gari has been resigned from the post of Member of
Nomination and Remuneration Committee w.e.f. 2nd July 2025
4. Mrs. Saloni Mehra has been appointed as Chairperson of Nomination and Remuneration
Committee w.ef. 15th July 2024
5. Mrs. Renu Kaur has been appointed as Member of Nomination and Remuneration Committee
w.e.f. 15th July 2024
6. Mr. Amit Bajaj has been appointed as member of Nomination and Remuneration Committee
w.e.f. 2nd July 2025.
34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT,2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. 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 as confirmed by the Internal Complaints Committee as
constituted by the Company.
The following no. of complaints was received under the POSH Act and the rules framed
thereunder during the year:
a. Number of complaints filed during the financial year NIL
b. Number of complaints disposed of during the financial year NIL
c. Number of complaints pending as on end of the financial year NIL
35. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat
form. The Company has established connectivity with both the Depositories i.e. National
Securities Depository Limited (
“NSDL”) and Central
Depository Services (India) limited (“CDSL”) and the
Demat activation number allotted to the Company is ISIN: INE850R01014 Presently shares are
held in electronic and physical mode.
36. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review
37. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (1) 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.
38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE:
During the year under review, there were no application made or any proceeding pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.
39. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a highperformance culture. It enables
the Company to attract, retain and motivate employees to achieve results. The Company has
made adequate disclosures to the members on the remuneration paid to Directors from time
to time. The Company's
Policy on director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under Section 178 (3) of the Act is available on the website of the Company at www.cmbl.co.in
40. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual
Report. It contains a detailed write up and explanation about the performance of the
Company.
41. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors i.e. held on Monday, 20th
January, 2025, the performances of Executive and NonExecutive Directors were evaluated in
terms of their contribution towards the growth and development of the Company. The
achievements of the targeted goals and the achievements of the expansion plans were too
observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.
42. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE
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.
43. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the cooperation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
Registered Office:
A19, Ground Floor, Okhla Phase2, Fiee Complex, Kartar Tower, Okhla Industrial Estate,
South Delhi, New Delhi, Delhi, India, 110020 Corporate Office:
A828, West Bank Building, Opp. City Gold Cinema, Ashram Road, Ashram Road P.O,
Ahmedabad, City Ahmedabad, Gujarat, India, 380009
Place: Ahmedabad Date: 6th September, 2025
By the Order of the Board Corporate Merchant Bankers Limited
Sd/ Amit Bajaj Director DIN:10122918
Sd/
Vishal Jethalal Nayak M anaging Director DIN: 11047209
