Your Board of Directors are pleased to present the 35^th Annual Report on the business and financial operations of your company together with the Audited Financial Statements for the Financial Year ended on March 31, 2024.

A. FINANCIAL PERFORMANCE

The Financial performance of the Company for the Financial Year ended on March 31, 2024 is summarized below:

Notes-The figures mentioned in the table above are extracted from the financials of the Company.

During the period under review, the Company is not required to maintain the cost records as per the provisions of Section 148 of the Companies Act, 2013.

OTHER FINANCIAL DISCLOSURES

Your Company is primarily engaged in Chemical Manufacturing Company.

During the Financial Year 2023-24, the Company has recorded Total Income of Rs. 713.71/- Lakhs as against Rs. 985.67/- Lakhs in Financial Year 2022-23. Further, total expenditure incurred during the Financial Year 2023-24 was Rs. 686.47/- Lakhs as against Rs. 688.62/- Lakhs in Financial Year 2022-23.

The Company recorded a profit of Rs. 19.74/- Lakhs in Financial Year 2023-24 as compared to Rs. 254.85/-Lakhs in Financial Year 2022-23.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this

The Company manages cash and cash flow processes assiduously, involving all parts of the business.

There was cash and bank balance of Rs. 8.65 Lakhs (FY 2022-23: Rs. 23.09 Lakhs), as on 31st March, 2024.

During the Financial Year, there was no amount proposed to be transferred to Reserves.

During the Financial Year, the Company did not accept any public deposits as defined under Chapter V of the Companies Act, 2013 (the Act).

And there has been no change in the nature of business of the Company during the financial year under review.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31, 2024.

CAPITAL STRUCTURE

During the year under review, there was no change in the Company's share capital. The issued, subscribed and paid- up Equity Share Capital of the Company is 'Rs. 4,60,00,000 /- comprising of 46,00,000 Equity Shares of ' 10/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor has granted any sweat equity shares.

Authorized Share Capital - Rs. 5,00,00,000/-Paid Up Share Capital - Rs. 4,60,00,000 /-

SUBSIDIARY AND ASSOCIATES COMPANIES:

The Company does not have any Subsidiary or Associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directorate

During the Financial Year 2023-24 there was no change in the composition of Board and the Directorate. The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and applicable laws and regulations.

After the closure of financial year, the independent director of the Company - Mr. Vikram Adagale (DIN: 02085562) and Mr. Rajesh Mange (DIN: 01389705) whose tenure of appointments was completed has resigned and new directors Mr. Kamlesh Damji Joisher (DIN: 00510086) and Mr. Viren Jaysukhlal Jasani (DIN: 09445555) were appointed by the Board to fill the vacancy created.

As on March 31, 2024, the Board of Directors of the Company comprises of 5 Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

Key Managerial Personnel

During the year under review, the following officials/employees were the 'Key Managerial Personnel' of the Company:

a) Ms. Zaver Shankarlal Bhanushali - Managing Director;

b) Mr. Siddharth Shankarlal Bhanushali - Chief Financial Officer.

c) Ms. Dolly Shah - Company Secretary and Compliance Officer

During the Financial Year under review, no changes took place in the Key Managerial Personnels of the Company.

COMMITTEES OF THE BOARD:

The Board has constituted the following committees of Directors:

I) Audit Committee

II) Nomination and Remuneration Committee

III) Stakeholders' Relationship Committee

Audit Committee:

a. Composition:

The Audit Committee comprises of three Directors namely:

b. Terms of reference:

Apart from all the matters provided in SEBI Listing Regulations and section 177 of the Companies Act, 2013, the Audit committee shall also perform the following functions:

(a) Review of the Company's financial reporting process and financial statements.

(b) Review of accounting and financial policies and practices.

(c) Review of Internal control systems and Management discussion and analysis of financial condition

(d) Discussion with Statutory/Internal Auditors on any significant findings and follow-up thereon.

(e) Reviewing the Company's financial and risk management policies.

c. Audit committee Meetings and Attendance:

The Committee has met 5 times during the financial year ended 31st March 2024 i.e. on 30th May, 2023; 22nd June, 2023; 12th August, 2023; 11th November, 2023 and 9th February, 2024. Details of attendance of each Director at the Audit Committee Meetings are given below:

Nomination And Remuneration Committee:

a. Composition and attendance:

As on the date of this report Nomination and Remuneration Committee comprised of three Non-Executive Directors,

namely Mr. Vikram P. Adagale (Chairman of the Committee), Ms. Poonam Bhavin Bhanushali and Mr. Rajesh P. Mange as members of the Committee.

During the financial year, the committee met 1 time i.e. on 30th May, 2023. Details of attendance of each Director at the Audit Committee Meetings are given below:

b. Terms of Reference:

The broad terms of reference of the committee are to appraise the performance of Managing Director and Wholetime directors, determine and recommend to the Board the compensation payable to Managing Director and wholetime directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.

c. Remuneration Policy:

Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole-time Directors, is fixed by the Nomination & Remuneration Committee. The remuneration is decided by the Nomination & Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company etc.

d. Remuneration to Directors:

The details of remuneration for the year ended March 31, 2024 paid to the Executive/Non-Executive Directors are as follows:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

a. Composition and attendance:

The present Stakeholders Relationship Committee comprised of Executive and Non-Executive Directors, namely Mr. Rajesh Purshottam Mange (Chairman of the Committee), Mr. Vikram P. Adagale, Ms. Zaver Shankarlal Bhanushali and Mr. Siddharth S. Bhanushali as a member of the Committee.

The Committee has been empowered to look into all shareholder's grievances periodically and take necessary actions. Further, there were no complaints pending to be redressed during the year under review.

b. Terms of Reference:

The Stakeholders Relationship Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non-receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.

The committee deals with various matters relating to:

a) Transfer / transmission of shares

b) Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.

c) Consolidation / splitting of folios

d) Review of shares dematerialized and all other related matters

e) Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.

c. Meeting of Independent Directors

During the year under review, meeting of Independent Directors was held on 11th March, 2024 to review the performance of the Board as a whole and Chairman on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent Directors are familiarized about the Company's business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company's operations. Detailed presentations are made available to apprise about Company's history, of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the link: http://caparolactam.co.in.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES;

The Company has not appointed any employee(s) who is in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is required to be the part of this Board's Report and to be sent to the Members of the Company along with the Board Report.

However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. The Board exhibits strong operational oversight with regular business presentations at meetings. Only in the case of special and urgent business, should the need arise, Board's approval is taken either by passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.

During the Financial Year under review, the Board met 7 (Seven) times on 22nd April, 2023; 30th May, 2023; 22nd June, 2023; 12th August, 2023, 24th August, 2023, 11th November, 2023, and 9th February, 2024.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of Company Secretaries of India.

The names of members of the Board and their attendance at the Board Meetings are as under:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of Corporate Governance and that freedom should be exercised within a framework of checks and balances. Therefore, the Company has a well-established comprehensive internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. Periodic check of all functions is carried for ensuring regulatory compliance of various applicable statutes as well as internal guidelines and policies.

The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The Company policies are reviewed periodically in line with the dynamic business environment and regulatory requirements. The Board maintains a strong focus on internal controls by reviewing adherence to these systems and evaluating internal audit reports.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by management, Company has sound internal financial controls. These controls placed by the Company are commensurate with the nature and size of the business operations and are adequate and operating effectively.

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

In terms of provisions of Section 139 of the Act, M/s. Pulindra Patel & Co, Chartered Accountants, Chartered Accountants (Firm Registration No.: 115187W) were appointed as Statutory Auditors of the Company for a continuous term of 5 (five) years.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has obtained an eligibility certificate from the above-mentioned Auditor to the effect that they conform with the limits specified in the said Section and that they are not disqualified for reappointment as auditors within the meaning of Section 141 of the Companies Act, 2013.

The Audit Report on the Financial Statements for the Financial Year 2023-24 does not contain any qualifications, reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUD BY AUDITORS

During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Board's Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s Alpi Nehra and Associates, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. In this regard, the Report submitted by the Secretarial Auditor is annexed as Annexure A. Your directors are pleased to inform that the report from the Secretarial Auditors does not contain any qualifications or negative remarks.

ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended on March 31, 2024 in the prescribed Form MGT-7 is available on the Company's website at http://caparolactam.co.in .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT-GO

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure B to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual, temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and addressed by the Company during the Financial Year 2023-24:

• No. of complaints at the beginning of the year: Nil

• No. of complaints received during the year: Nil

• No. of complaints disposed of during the year: Nil No. of complaints at the end of the year: Nil

RISK MANAGEMENT

The Company has formulated and implemented an effective risk management framework aligned with the risk management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives and their mitigation are as follows:

CREDIT RISK: Credit risk arises from business operations that give rise to actual, contingent, or potential claims against any counterparty, borrower, or obligor. The scope of the Credit Risk unit includes measuring, assessing, and monitoring credit risk within your Company through strengthening underwriting norms, and keeping a close watch on asset quality trends and concentrations at individual exposures as well as at the portfolio level.

The Company has a robust post sanction monitoring process to identify credit portfolio trends and early warning signals.

OPERATIONAL RISK: Operational Risk has been defined as the risk of loss resulting from inadequate or failed internal processes, people, systems, or from external events. Operational Risk includes legal risk but excludes strategic and reputational risks.

The Company follows established, well-designed controls, which include maker-checker principles, effective delegation of authority, and segregation of duties, Code of conduct, reconciliation, exception reporting and periodic MIS.

LIQUIDITY RISK: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

The Company has arranged for diversified funding sources and adopted a policy of availing funding in line with the tenor and repayment pattern of its receivables and monitors future cash flows and liquidity. The Company has developed internal control processes and contingency plans for managing liquidity risk.

INTEREST RATE RISK: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income. On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

The Company mitigates its interest rate risk by keeping a balanced mix of borrowings.

REPUTATION RISK: Reputation risk is the risk to earnings and capital arising from adverse perception of the image of the Company from the part of various stakeholders and regulators. This risk may arise from the Company's reputation getting impacted due to factors such as unethical practices, regulatory actions, customer dissatisfaction and complaints leading to negative publicity.

The Company manages this through a strict code of conduct policy for its employees, good corporate governance policies and an effective customer grievance mechanism. It communicates with its stakeholders regularly through appropriate engagement mechanisms to address stakeholder expectations and assuage their concerns, if any.

MARKET RISK: Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market variables. Such changes in the values of financial instruments may result from changes in the interest rates, credit, and other market changes. The Company's exposure to market risk is primarily on account of interest rate risk and liquidity risk.

The Company regularly reviews its business model including interest rate risk and liquidity risk.

STRATEGIC RISK: Strategic or business risk is the risk associated with the formulation and execution of an organisation's strategy.

INFORMATION TECHNOLOGY RISK: The Company is growing with digitalization and aimed at leveraging digital technology to provide a best-in-class experience for its customers while simultaneously enhancing productivity and improve on IT risk management. The risk of cyber-attacks on the Company's systems arises among others from computer viruses, malicious or destructive code, phishing attacks, denial of service or information, application vulnerability and other security breaches resulting in disruption of its services or theft or leak of sensitive internal data or customer information.

The Company has established a robust information and cybersecurity framework for securing its IT infrastructure and systems. Various committees' reviews and monitors IT security infrastructure and vigilance over IT-related vulnerabilities against emerging cybersecurity risks.

COMPLIANCE RISK: Compliance risk has been defined as "the risk of legal or regulatory sanctions, material financial loss, or loss to reputation a Company may suffer as a result of its failure to comply with laws, regulations, rules, related self-regulatory organization standards, and codes of conduct as applicable.

There is a strong compliance culture with well-articulated policies concerning conduct, Vigil Mechanism, AML & KYC. The Compliance department update the status of compliance and controls to the Audit Committee of the Board regularly, to review and for advice on the implementation of measures for AML /KYC risk mitigation, along with effective transaction monitoring.

Your Company's management of this risk is guided by diversification in its business through products for MSME, geographies, balanced growth while maintaining a healthy asset liability mix and prudent provisioning policies.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans, made investment or given guarantee or security under Section 186 of the Act, during FY 2023-24.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 as required under Form AOC-2 form part of this report as Annexure C.

Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 23 of the Financial Statements for the Financial Year ended on March 31, 2024.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the period under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

The Company as part of the 'vigil mechanism' has in place a Board approved 'Whistle Blower Policy' to ensure that genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed at http://caparolactam.co.in

This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional circumstances. Further, no personnel have been denied access to the Ethics Officer.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the Financial Year under review, the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

HUMAN RESOURCES

The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of youth and experience and the success of organization is based on the capabilities, passion and integrity of its people. The Company continues to attract and retain talent that focuses on sustained superior performance, provide them opportunities to learn, realize their true potential and contribute positively to the success of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME

At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding.

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.

CORPORATE GOVENRANCE REPORT:

The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to your Company.

Accordingly, the information required under said clauses are not furnished hereafter.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and judgements and estimates made 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 the financial year and of the profit and loss of the Company for that period;

c) the directors had proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company's Equity Shares are presently listed on Bombay Stock Exchange Limited.

INTERNAL AUDITOR:

M/s Shrey Pandey & Associates., Chartered Accountant (Firm Registration No.: - 149221W) were appointed as the Internal Auditors' of your Company for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

REMUNERATION POLICY:

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

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been enclosed separately as Annexure E to this Report.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.

ACKNOWLEDGEMENT

The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other regulatory and Government Bodies, Company's Auditors, Customers, Bankers, Promoters and Shareholders.

The Board of Directors wish to thank the employees of the Company for their exemplary dedication and excellence displayed in conducting all operations.

The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support from shareholders for their support.