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AMEYA PRECISION ENGINEERS LTD.

20 December 2024 | 12:00

Industry >> Engineering - General

Select Another Company

ISIN No INE0KT901015 BSE Code / NSE Code / Book Value (Rs.) 30.65 Face Value 10.00
Bookclosure 52Week High 144 EPS 3.95 P/E 26.63
Market Cap. 78.86 Cr. 52Week Low 44 P/BV / Div Yield (%) 3.43 / 0.00 Market Lot 1,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Directors have pleasure in presenting the 12th (Twelfth) Annual Report of the Company, together with the Financial Statements, for the Financial Year 2023-2024.

About the Company

Ameya Precision Engineers Limited (Formerly Known as Ameya Precision Engineers Private Limited) ("the Company") is a Public Listed Company on the NSE Emerge Platform (SME Exchange), located in Pune, Maharashtra, India and incorporated under the provisions of the Companies Act, 1956 and now governed by the provisions of the Companies Act, 2013. The Company is engaged in manufacturing of various shafts, valves and other related products along with other engineering products.

1. Financial Highlights

Amount in Rs. (In Lakhs)

Particulars

FY 2023-24

FY 2022-23

Sales

3,403.43

2,850.76

Other Income

99.39

39.94

Total Income

3,502.83

2,890.70

Total Expenses

3091.47

2,655.95

Profit/(Loss)before tax

411.36

234.75

Tax

115.66

47.08

Deferred Tax

-0.46

3.06

Profit/ (Loss) after tax

296.16

184.62

2. State of Company's Affairs

The Company achieved revenue from its operations amounting to Rs. 3,403.43 Lakhs in the year under review. This posted a growth of 19.40% over the revenues achieved for the last year amounting to Rs. 2,850.76 Lakhs. This resulted in the Company's Profit after Tax (PAT) for the year under review stand at Rs. 296.16 Lakhs in comparison to the corresponding previous year's PAT which stood at Rs. 184.62 Lakhs. The efforts invested by the stakeholders under the able management and guidance of the Board which allowed the Company to focus on the growth and increase the internal cash flows by controlling the Costs and manage the Working Capital.

3. Dividend

The Board believes in being well prepared for monetising the opportunities as and when explored. Therefore, in order to maintain the healthy cash flows, manage the resource to maximise the wealth of the shareholders, the Board assertively opines to retain the profits generated and consequently not recommend any dividend.

4. Share Capital

The Authorised Share Capital of the Company as on 31st March 2024 is Rs.10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.7,50,00,000/- divided into 75,00,000 Equity Shares of Rs.10/-each. There is no change in the share capital of the Company during the year.

5. Bonus Issue

There were no bonus shares issued during the financial year under review.

6. Transfer to Investor Education and Protection Fund

During the year under review, no amount nor any shares were required to be transferred to the Investor Education and Protection Fund.

7. Transfer to Reserves

During the year under review, no amount was transferred to General Reserves.

8. Deposits

During the year under review, the Company has not accepted any Deposits, as defined under the provision of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

9. Change in the Nature of Business

There was no change in the nature of business of the Company.

10. Director's Responsibility Statement

As required under section 134 (5) and 134(3) (c), and based upon the detailed representation, due diligence and inquiry thereof, your Board of Directors assures and confirm as under:

i) In the preparation of the Annual Accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2024 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 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 the applicable laws and that such system were adequate and operating effectively.

11. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

12. Statutory Auditors

M/s. NBT & Co. (Formerly known as A Biyani & Co), Chartered Accountants (Firm Registration No. 140489W) were appointed as the Statutory Auditors of the Company by the Members in the 10th Annual General Meeting held on August 18, 2022, and shall hold the Office until the conclusion of the 15th Annual General Meeting. Accordingly, the said Auditors have carried out the Statutory Audit for the Financial Year 2023-2024.

13. Auditors' Report

The Auditors' Report for the year ended 31st March 2024 does not contain any qualifications, observations or remarks. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Companies Act 2013. There were no frauds reported by the Auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo, as prescribed under Sub-section 3(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure-A, forming part of the Board's Report.

15. Secretarial Audit

The Board has appointed M/s Kulkarni Pore and Associates, LLP, Practicing Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2023-2024. The Secretarial Audit Report of the Company, signed by CS Rohit Ravikiran Kulkarni, Designated Partner, Kulkarni Pore and Associates, LLP for the Financial Year 2023-2024 is attached as Annexure-B to the Board's Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

16. Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, the Report on Management Discussion and Analysis, is herewith annexed as Annexure - C.

17. Corporate Governance

Your Company provides utmost importance to best Governance Practices and is designated to act in the best interest of its Stakeholders. Better Governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase Stakeholders' understanding of the key activities and policies of the organisation.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 being a company listed on the SME platform. Since your Company is listed on the SME platform of National Stock Exchange of India Limited, it is not required to file the Corporate Governance Report to the Stock Exchange and hence, it has not provided the Corporate Governance Report as part of this Annual Report.

18. Annual Return

Pursuant to Sections 92(3) and 134(1) (a) of the Companies Act, 2013, the Annual Return of the Company shall be available on the website of the Company at https://www.ameyaengineers.com/?page_id=12037.

19. Directors and Key Managerial Personnel

A. Board of Directors-

As on 31st March 2024, the Board constitutes of the following Directors-

Sr.

No.

Name of Director

DIN

Designation

1.

Mr. Bipin Shirish Pande

06442748

Managing Director

2.

Mr. Shirish Madhukar Pande

01855632

Executive Director

3.

Mr. Nikhil Shirish Pande

01852977

Non-Executive Director

4.

Mrs. Revati Mahesh Purohit

08765890

Non- Executive Independent Director

5.

Mr. Kaivalya Vaman Kuber

09499252

Non- Executive Independent Director

6.

Mr. Mangaaysh Mahaadev

10049701

Non- Executive Independent Director

As on 31st March 2024, the Board constitutes of the following Directors-

Sr.

No.

Name of the Director

Date of Appointment

Date of Resignation/ Cessation

1.

Mrs. Revati Mahesh Purohit

14.09.2023- Appointed as Non-Executive Independent Director for second term of 5 years by the members in the 11th AGM.

NA

2.

Mr. Kaivalya Vaman Kuber

14.09.2023- Appointed as Non-Executive Independent Director for second term of 5 years by the members in the 11th AGM.

NA

3.

Mr. Mangaaysh Mahaadev*

14.09.2023- Appointed as Non-Executive Independent Director for second term of 5 years by the members in the 11th AGM.

NA

*Mr. Mangaaysh Mahaadev resigned as an Independent Director with effect from 01.08.2024

B. Key Management Personnel

As of 31st March 2024, the following individuals were part of the Key Managerial Personnel:

Sr.

No.

Name of the KMP

Designation

1.

Mr. Shirish Madhukar Pande

Chief Financial Officer

2.

Mr. Chaitanya Madhukar

Company Secretary and Compliance Officer

Date

(Membership No.: A58626) w.e.f. 07th February 2024.

On 28th November 2023, Ms. Aakanksha Rajeev Kelkar resigned from the position of Company Secretary and Compliance Officer of the Company.

20. Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Nikhil Shirish Pande (01852977), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Also, it is ascertained that the directors' appointment is not subjected to the disqualification under sections 164 & 165 of the Companies Act 2013. Further, a brief profile of the Director seeking re-appointment is given as an annexure to the notice and also presented in the Board's Report.

21. Board Evaluation

Pursuant to Section 134(3) (p) of the Companies Act, 2013 read with Rule 8(4) of Companies Account Rules 2014 and SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015, the Board has carried out an Annual Performance Evaluation of its own performance, and the Directors individually.

22. Policy on Directors Appointment and Remuneration

A. Terms of Reference of the Nomination and Remuneration Policy:

a) To formulate 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;

b) Formulation of criteria for evaluation of Directors;

c) Devising a policy on Board Diversity

d) While formulating the remuneration policy, to ensure that -

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

e) Identifying the person who is qualified to become a director or senior managers in accordance with criteria let down and recommend to the Board their appointment and removal. The Company shall disclose remuneration policy and evaluation criteria in its annual reports

f) To have relevant experience of contributions to the deliberations of the Board and Corporate Governance

g) To formulate 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;

h) Formulation of criteria for evaluation of Directors;

i) Devising a policy on Board Diversity

j) While formulating the remuneration policy, to ensure that -

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

k) Identifying the person who is qualified to become a director or senior managers in accordance with criteria let down and recommend to the Board their appointment and removal. The Company shall disclose remuneration policy and evaluation criteria in its annual reports

l) To have relevant experience of contributions to the deliberations of the Board and Corporate Governance

Nomination and Remuneration Policy is available at the website of the Company under corporate policies head.

B. Selection of new directors:

Factors to be considered when reviewing a potential candidate for Board appointment include without limitation:

a) To have relevant experience in Finance/ Law/ Management/ Sales/Marketing/ Administration/ deliberations of Board/ Corporate Governance or the other disciplines related to company's business.

b) The capability of the candidate to devote the necessary time and commitment to the role. This involves a consideration of matters such as other Board or executive appointments; and

c) Potential conflicts of interest, and independence

C. Criteria for determining qualifications, positive attributes & independence of director

a) Qualifications of Independent Director: - An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related and beneficial to the company's business.

b) Positive attributes of Independent Directors: - An independent director shall be a person of integrity, who possesses relevant expertise & experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the

best corporate governance practices.

c) Independence of Independent Directors: -An Independent director should meet the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, concerning independence of directors.

D. Policy on Board Diversity-

The candidate should possess adequate qualification, expertise, knowledge, skills, background and industry experience for the position against which he/ she is considered for appointment. The Committee has the discretion to decide whether the above requirements possessed by a person are sufficient/ satisfactory for the concerned position.

The Company should endeavour to have mix of Directors with experience in diverse field's viz. Finance, Law, Management, Sales and Marketing, Technical, Administration, Corporate Governance, factory operations and other discipline related and beneficial to the Company's operations.

While appointing the Directors and KMP, the Committee shall give due consideration to their limit of holding other directorships/office as specified in the Companies Act, 2013 read with the Rules made therein and the Listing Agreement (as amended from time to time) and/or any other applicable enactment, for the time being in force.

E. Remuneration Policy-

a) In discharging its responsibilities, the Committee must have regard to the following policy objectives:

i) to ensure that the Company's remuneration structures are equitable and aligned with the longterm interests of the Company and its shareholders;

ii) to attract and retain skilled executives;

iii) to structure short and long-term incentives that are challenging and linked to the creation of sustainable shareholder returns; and

iv) To ensure any termination benefits are justified and appropriate.

v) To consider professional indemnity and liability insurance for Directors and senior management

b) The Committee must at all times have regard to, and notify the Board as appropriate of, all legal and regulatory requirements, including any shareholder approvals which are necessary to obtain.

c) Remuneration to Non-Executive Directors (NED's):

NEDs shall be paid a sitting fee for every meeting of the board and committee thereof attended by them as member. The amount of sitting fees shall be paid in accordance with the decision of the Board, subject to ceiling/ limits as provided u/s 197(5) Companies Act, 2013 read with rule 4 of Companies (Appointment & Remuneration of Managerial Personnel) rules, 2014.

d) Remuneration to Key Managerial Personnel & other employees:

i) The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent.

ii) Remuneration to Executive Director/ Key Managerial Personnel and Senior Management will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and may involve a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

iii) While deciding the remuneration package to take into consideration current employment scenario and remuneration package of the industries operating in the similar comparable businesses in the geographical area of its operations.

F. Agenda, Minutes & Reports-

Meeting of the Committee can be held whenever required. The Chairperson of the Committee shall be responsible for establishing the agenda for meetings of the Committee. Minutes of all meetings of the Committee shall be prepared to document the discharge of responsibilities by the Committee. The minutes shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors. The Company Secretary of the Company shall act as the Secretary/Convener of the Committee and ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

The Board has adopted Nomination and Remuneration policy for selection and appointment of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination and Remuneration policy of the company acts as a guideline for determining, inter alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Directors and Key Managerial Personnel.

G. Policy for Payment to Non-Executive Directors

i) Regulatory Provisions: In terms of the requirement stated under Companies Act, 2013 read with related rules issued thereon and Regulation 17(6) of SEBI Listing (Obligation and Disclosure Requirements), Regulations, 2015, Ameya Precision Engineers Limited ("the Company") has formulated a policy document namely "Criteria or Policy of making payments to Non- Executive Directors" which will deal with the remuneration of the Non- Executive Directors. Section 197 of the Companies Act, 2013 and Regulation 17(6) (b) of SEBI Listing (Obligation and Disclosure Requirements), Regulations, 2015, require the prior approval of shareholders of the Company if it exceeds the prescribed limits under the Act for making payment to its Non- Executive Directors.

ii) Remuneration / Commission: The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made there, Overall remuneration should be reflective of the size of the Company, complexity of the sector/ industry/ company's operations and the company's capacity to pay the remuneration.

iii) Sitting Fees: Independent Directors ("ID") and Non - Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members). The payment of sitting fees will be recommended by the NRC and approved by the Board. Quantum of sitting fees may be subject to review on a periodic basis, as required provided that the amount of such fees shall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

iv) Commission: Company will not pay commission to these NEDs.

v) Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

vi) Amendments: The Board shall be responsible for the administration, interpretation, application and review of this policy. The Board shall be empowered to bring about necessary changes to this policy, if required at any stage in compliance with the prevailing laws.

23. Details regarding Employees' Remuneration

The information relating to Section 197(12) of the Companies Act, 2013 and other disclosures as per Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given underAnnexure -D.

There was no employee of the Company receiving remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Declaration by Independent Directors

The Company has received the necessary declarations from the Independent Directors as required under Section 149(7) of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of SEBI Listing Obligations and Disclosure Requirement Regulations, 2015. Independent Directors comply with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

The company's Independent Directors possess the integrity, requisite experience, and expertise relevant to the industry in which the company operates. Further, all the Company's Independent Directors have registered with the Independent Director's Databank of the Indian Institute of Corporate Affairs.

25. Board Meetings

During the Financial Year Ended on March 31, 2024, the Board of Directors met 4 times, the details of which is given below. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and all Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors.

The details of the Board of Directors Meetings during the year are as follows-

Sr. No.

Date of Board Meetings

No. of Directors Eligible to attend

No. of Directors who attended

1

29.05.2023

6

4

2

23.08.2023

6

5

3

08.11.2023

6

4

4

07.02.2024

6

6

26. Particulars of contracts or arrangements with the Related Parties referred to in sub-section (1) of Section 188:

The related party transactions that were entered into during the period 01st April 2023 to 31st March 2024, were at arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons that might have a potential conflict with the interest of the Company at large. The details of the related party transactions are set out in Form AOC-2 as Annexure- E of this report.

27. Board Committees

To have more focused attention on business and for better governance and accountability, the Board has the following Committees as of March 31, 2024:

1. Audit Committee (AC)

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

The Board determines the terms of reference of these Committees, and their relevance is reviewed from time to time. The respective Chairman of the Committee convenes Meetings of each of these Committees.

The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Minutes and proceedings of the Meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all Members of the Committee individually and tabled at the Board Meetings. Following are the details of the Board Committees:

Audit Committee

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as set out in conformity with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

All the recommendations of the Audit Committee have been accepted by the Board.

The composition of the Audit Committee is, as of March 31, 2024, as follows:

Name of the Director

Designation

Nature of Directorship

Mrs. Revati Mahesh Purohit

Chairperson

Non - Executive Independent Director

Mr. Kaivalya Vaman Kuber

Member

Non - Executive Independent Director

Mr. Nikhil Shirish Pande

Member

Non - Executive Director

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors conforms to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 178 of the Companies Act, 2013.

The composition of the Nomination and Remuneration Committee as of March 31, 2024, is as follows:

Name of the Director

Designation

Nature of Directorship

Mr. Nikhil Shirish Pande

Chairman

Non - Executive Director

Mr. Kaivalya Vaman Kuber

Member

Non - Executive Independent Director

Mrs. Revati Mahesh Purohit

Member

Non - Executive Independent Director

Stakeholder Relationship Committee

The Company has constituted a Stakeholders' Relationship Committee pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The composition of the Stakeholders' Relationship Committee as of March 31, 2024, is as follows:

Name of the Director

Designation

Nature of Directorship

Mr. Nikhil Shirish Pande

Chairman

Non - Executive Director

Mr. Kaivalya Vaman Kuber

Member

Non - Executive Independent Director

Mrs. Revati Mahesh Purohit

Member

Non - Executive Independent Director

28. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any loans nor provided any guarantee nor made any Investments during the Financial Year 2023- 2024.

29. Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies.

30. Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is defined in the appointment of the Internal Auditor. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee and to the Board of Directors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the Internal Control System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of the Company.

Based on the Report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations, along with corrective actions thereon, are presented to the Audit Committee.

The Company has appointed Mahamuni Dixit & Associates (Firm Registration No. 131814W) Chartered Accountants as the Internal Auditors of the Company to carry out the Internal Audit for the Financial Year 2023-2024. No discrepancies / material discrepancies have been reported by the said Auditors, and the necessary corrective actions have been taken.

31. Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as well as identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company. But due to various international activities like Russia -Ukraine war situations, the Board has taken precautionary measures for the same.

32. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company between the end of the Financial Year 31st March, 2024 and the Date of the Report.

33. Risk Management Policy

The Board of Directors, from time to time and according to the Risk Management Policy, reviews the operations of the Company and identifies risks / hazards which may threaten the existence of the Company and takes appropriate actions to manage the risks and minimize their adverse impact on the operations of the Company.

34. Vigil Mechanism/ Whistle Blower-

Vigil Mechanism Policy or the Whistle Blower policy has been established by the Company for Directors and Employees to report genuine concerns pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013.

The Vigil Mechanism Policy is communicated to the employees and is displayed on the website of the Company.

During the year, there were no grievances reported Vigilance Officer or Mr. Bipin Pande, Managing Director of the Company.

35. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to your Company for the current year under review.

36. Internal Complaints Committee (ICC), Sexual Harassment of women at workplace (prevention, prohibition and redressal) Act, 2013.

The Board of Directors of the Company have constituted the Internal Complaints Committee (ICC). The constitution, composition and functioning of the Internal Complaints Committee also meets with the requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Terms & Reference of Internal Complaints Committee:

• To formulate the Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place.

• To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees either physically or mentally.

• Provide a safe working environment at the workplace.

• Organize workshops and awareness programs at regular intervals

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavours to create and provide an environment that is

free from discrimination and harassment including sexual harassment.

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2023-24. The said policy is also available at the website of the Company.

37. Details of Significant or Material Orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and the Company's operations in future.

There were no such material orders which would affect the going concern status of the Company.

38. Details of Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

The Company has not made any such application, nor is any proceeding pending as per the Insolvency and Bankruptcy Code, 2016 against the Company during the year under review.

39. Details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking the loan from Banks or Financial Institutions

There was no such variation and valuation done.

40. Details of deposits covered under Chapter V of the Companies Act, 2013

There are no such deposits covered under Chapter V of the Companies Act, 2013 during the financial year under review.

41. Details of Issue of Equity Shares with Differential Rights as to Dividend, Voting or otherwise

The Company has not issued any equity shares having differential rights as to dividend, voting or otherwise during the financial year under review.

42. Maintenance of Cost Records

Maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 does not apply to the Company for the current year under review.

43. Listing Fees

The Company affirms that the Annual Listing Fees for the Financial Year 2023-2024 to the National Stock Exchange of India Limited (NSE) have been duly paid.

44. Acknowledgements

The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued

cooperation and support received by the Company during the year from Bankers, Financial Institutions, Government Authorities, Business Partners, Shareholders and other Stakeholders without whom the overall satisfactory performance would not have been possible.