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companylogoDenta Water & Infra Solutions Ltd

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BSE Code : 544345 | NSE Symbol : DENTA | ISIN : INE0R4L01018 | Industry : Construction |


Directors Reports

To,

The Members,

DENTA WATER AND INFRA SOLUTIONS LIMITED

(Formerly known as Denta Properties and Infrastructure Private Limited)

Bangalore

The Board of Directors hereby submits the 7th report of the Board of Directors of your Company, along with the audited financial statements, for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year figures is given here under-

(Amounts in INR Million)

Particulars

For the financial year ended 31st March, 2023 For the financial year ended 31st March, 2022

Revenue from operation

1,743.24 1,195.72

Other Income

14.22 0.63

Total Income

1,757.46 1,196.35

Less: Expenses

Cost of material and services consumed

1,045.02 668.84

Employee Benefits expenses

11.26 0.97

Finance Cost

0.93 -

Depreciation and amortisation expenses

3.71 0.86

Other expenses

17.38 7.80

Total Expenses

1,078.30 678.47

Profit/(Loss) Before Tax

679.16 517.88

Current tax

180.63 134.51

Less: MAT Credit

Mat Credit Prior Period

- -

Deferred tax

(4.42) 0.02

Profit/(Loss) After Tax

498.57 383.38

EPS Basic and Diluted

25.97 19.97

2. STATE OF AFFAIRS / HIGHLIGHTS

Denta is a distinguished civil engineering contractor specializing in a wide spectrum of infrastructure development projects, with a primary focus on water conveyance, treatment plants, storage reservoirs, high-rise buildings, bridges, roads, drains, and more. Established on a foundation of technical excellence and a commitment to core values, Denta has earned a reputation for delivering top-notch solutions through its world-class equipment and a highly skilled workforce.

Core Values- Denta is dedicated to a set of core values that form the bedrock of its corporate culture. These values encompass integrity, excellence, safety, sustainability, and community engagement. They guide every aspect of the company's operations, fostering a culture of professionalism and ethical conduct.

Denta's Vision:

To provide a superior quality of life to the common man by continuous improvement of core infrastructure.

Denta's Mission' To continuously strive to develop superior infrastructure that meets the highest standards of engineering excellence, efficiency, quality, and economy without compromising corporate social and environmental responsibilities.

Main Objectives: Denta's main objectives include the establishment, maintenance, and provision of engineering, technical, and consultancy services in connection with projects related to the development and revitalization of water resources. This encompasses everything from planning, design, and supervision to operation, maintenance, and project management. Denta's expertise also extends to infrastructure projects in areas such as roads, buildings, railways, and more.

There has been no change in the business of the Company during the financial year ended 31st March, 2023.

After the closure of the Financial Year 2022-23 up to the present date, several significant changes have taken place within the company:

• The company underwent a name change, transitioning from "DENTA PROPERTIES AND INFRASTRUCTURE PRIVATE LIMITED" to "DENTA WATER AND INFRA SOLUTIONS PRIVATE LIMITED." This name change received approval from the company's members during an Extraordinary General Meeting held on June 26, 2023. The Certificate of Incorporation reflecting the new name was officially issued on July 31, 2023.

• The company's registered office was relocated within the local limits. This move was approved by the Board of Directors during a meeting held on July 27, 2023.

• The company's status was transformed from a Private Limited entity to a Public Company. This change was ratified by the company's members during an Extraordinary General Meeting held on August 14, 2023. Subsequently, the Certificate of Incorporation reflecting the new public company status was issued on September 12, 2023.

3. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

We are pleased to share the Company's performance during the past year. Our revenue from services saw a significant increase, reaching Rs. 1,743.24 million compared to Rs. 1,195.72 million in the previous year. This growth in revenue reflects our commitment to providing valuable services to our clients.

Even more encouraging is the fact that after accounting for all expenses and taxes, our net profit reached Rs. 498.57 million, up from Rs. 383.37 million in the previous year. This demonstrates the effectiveness of our operations and the dedication of our team.

We are delighted to inform you that our performance is considered "Good" by our management and stakeholders. We remain committed to enhancing this performance further. Our directors are confident that we can achieve even better results in terms of revenue and profitability in the current year.

We appreciate your continued support, and we look forward to sharing more successes with you in the future.

4. DIVIDEND:

Due to the need for funds to support working capital requirements and explore new opportunities, the directors have decided not to declare a dividend for the mentioned year.

5. CAPITAL STRUCTURE:

As at the end of the financial year 2022-23, The Authorized Share Capital of the Company is Rs.4,85,00,000/ (Rupees Four Crore Eighty-Five Lakhs Only) divided into 48,50,000 (Forty- Eight Lakhs Fifty Thousand Only) Equity Shares of Rs.10/- each.

The Paid-up Capital of the Company is Rs.4,80,00,000/-(Rupees Four Crore Eighty Lakhs Only) divided into 48,00,000 (Forty Eighty Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten Only)

There were no changes in the capital structure during the year.

6. CHANGE IN NATURE OF BUSINIES:

The nature of the business remained unchanged throughout the FY 2022-23.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSTION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS'REPORT:

No significant changes or commitments that would impact the company's financial position have arisen between the end of the financial year covered by these financial statements and the date of this report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

(A) Conservation of Energy
the steps taken or impact on conservation of energy While the company's operations are not heavily reliant on power, a commitment to energy conservation and reduced power consumption remains a priority.
the steps taken by the company for utilizing alternate sources of energy Nil
the capital investment on energy consei-vation equipment Ni
(B) Technology Absorption
the efforts made towards technology absorption Nil
the benefits derived like product improvement, cost reduction, product development or import substitution Nil
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NA
the details of technology imported.' NA
the year of import NA
whether the technology been fully absorbed NA
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof NA
the expenditure incurred on Research and Development Nil

9. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Your Company undertakes major projects that include lifting or pumping of secondary treated water from available sources to various ridge points to fill tanks (ponds) that resulted into replenishment in groundwater levels and substantial increase in agriculture productivity. Your Company also responsible for Operational & Maintenance (O&M) work for five years of particular project (Lift Irrigation).

IRM defines risk as "The combination of the probability of an event and its consequence that can range from positive to negative." All organizations have objectives at strategic, tactical and operational levels - anything that makes achieving these objectives uncertain is a risk. These risks are varied in nature and go hand in hand with the business opportunities. As our world becomes increasingly volatile and unpredictable, we must cope with greater uncertainty. It can never be assured that the Company operates in a totally risk free environment.

In Denta, we do believe Risk management should be embedded in the general management of the organization and fully integrated with other business functions such as finance, strategy, internal control, procurement, continuity planning, HR and compliance. Thus Enterprise risk management is an integrated or holistic approach to managing risk across the organization, using clearly articulated frameworks and processes led from board level. Accordingly, the scope of this document is to formalize a risk management policy to identify, evaluate and minimize identifiable risks. This Policy shall be periodically reviewed by the Board of Directors, so that the risks are managed and controlled through properly laid down framework.

Business Environment - Risks and Concerns.

While striving to meet its Corporate Mission and Corporate Objectives, risks and concerns go hand-in- hand along with the opportunities. Civil construction is a high risk business which haunts every stakeholder. The Company operates under limiting cost and time schedule. The probability of time over run and consequently cost overrun exposes company to high risk. The : Risk Management Policy seeks to strike a balance between Company's strengths, weaknesses, opportunities and threats on one hand with the real and potential risks on the other hand.

Denta's Approach

Denta's approach towards Risk Management includes the following:

• Dents shall establish documented Risk Management System and assign responsibilities to its employees to take corrective and preventive measures.

• Dents shall review the Risk Management System and Upgrade/ revise-the same periodically.

• Dents shall strive to increase awareness among its employees and other stake holders about the possible risks and the measures to mitigate and control the same.

Objectives of Risk Management Policy

Following are the objectives of Dent's Risk management policy:

• To define a framework for identification, evaluation and mitigation of risk in the decision-making process of the business of Denta Properties and Infrastructure Private Limited;

• To protect Denta from the risks of significant likelihood and consequence in the pursuit of Denta's stated strategic goals and objectives;

• To encourage proactive rather than reactive management;

Risk Management Process

The process of Risk Management covers the following:

• Risk Identification & Categorization means Company's exposure to uncertainty classified as Strategic/ Operational/Financial/Compliance/Environmental.

• Risk Management Framework refers to the Organisation structure with responsibility and Accountability for risk management.

• Risk Assessment and control refers to the method of assessing and recording the Company's identified risks in a structured manner their measurement and control.

• Continuous assessment is the process to be vigil and sensitize the organization regarding potential risks.

Identification and Categorisation of Risks

From the perspective of Denta, the risks can be of following nature:

i. Project selection - It refers to the risk of not selecting projects with the best potential risk/reward ratios.

ii. Contractual Risk • Contractual risk refers to the risk of having sub-optimal or erroneous clauses in the contract which could potentially compromise interests and/or provide unintended options/exit routes to other parties.

iii. Risk of delay in project completion -

• This risk refers to the consequences of non-completion of the project by the contracted/ agreed due dates. Its consequences may range from arbitrations, litigations, loss of reputation etc. It is to be noted that delays beyond the extension granted by the client are covered within the scope of this risk.

• Project leading to time and cost overruns.

• Risk related to Govt, regulations & policies on land acquisition. There may be difficulty in acquiring land due to people's protest and non-acceptance of either land acquisition notification or the compensation.

• Delay in timely approvals and clearances by local authorities.

i. Escalation of project costs risk - The risk of actual project costs exceeding the budgeted project costs is covered here. The budgeted project costs refer to those which have been used in the pricing/ bidding process.

ii. Strategic Risk - These risks are associated with operating in the particular industry and includes risks arising from demand changes or changes in customers, industry changes, intense competition, change in technology, Research & Development etc.

These risks pose threats or opportunities which materially affect the ability of the organisation to survive.

iii. Compliance Risk -These risks are associated with the need to comply with laws and regulations etc. They also apply to the need to act in a manner which stakeholders and customers expect.

iv. Operational Risk - Such risks are associated with the company's operational and administrative procedures which inter-alia include accounting controls, regulations, recruitment, IT systems, board composition, contractual risks and exposures, organisational risks and exposures etc.

v. Financial Risk - These risks are associated with financial structure of the company, its transactions and the financial system in place, liquidity risk, regulatory exposures, Imposition of fresh taxes by the Govt. etc.

vi. People Risk - People risk is related with the understanding the needs of the employees and aligning it to organizational goals. This risk refers to the inadequate staffing in terms of number or skill sets for the work on hand or for projected or contingent work etc.

vii. Information Technology Risk - Information technology risk may be described as the risk of Failure of hardware, Failure of software or Failure of the network. IT risk may result in Loss of data, decline in ineffectiveness of management controls, Delay in achieving milestones or Decline in operating efficiency.

viii. Sovereign Risk - Sovereign risk refers to the unanticipated change of laws or ad-hoc measures adopted by the government resulting in denial of expected/ contracted privileges.

ix. Environment Risk - These are associated with release of polluting materials, environmental performance/compliance limits, business opportunities and breach of regulations.

Risk Management Framework

Risk Management Policy entails establishing a framework ensuring realization of the Company's objectives. Denta will have a three tier risk Management Framework as under: Risk Organisation Chart:

Board of Directors

Senior Management

Team Leads

Roles and Responsibilities

To implement the Risk Management Policy, the following roles and responsibilities are laid down for the Enterprise Risk Management Pi'ocess:

1. The Board of Directors will have the overall responsibility for ensuring that the risks are identified and mitigated. The Company shall submit Report to the Board on annual basis about the risk mitigation procedures.

2. Senior Management shall be the authority to establish a risk management committee in the organisation.

3. Committee which will assess the risk areas and suggest risk mitigation mechanism to the Board. The Committee has to provide assurance to the Board that Risk Management processes are working effectively and the key risks are being managed to acceptable levels. The Committee also confirm to the Board that the Company's risk management and internal control systems are operating effectively in relation to material business risks for the period, and that nothing has occurred since period-end that would materially change the position.

4. All Team Leads will act as Risk Controller for their respective areas of operations/functions. Project Managers will also be Risk Controller in respect of Projects/Works under their control.

Risk Assessment

The Risk assessment methodology shall include:

• collection of information

• identification of major risks

• rating of each risk on the basis of

i. Consequence

ii. Exposure

iii. Probability

• Prioritisation of risks

• Operation-wise exercise on risk identification, risk rating, control mechanism, action and fixing up responsibility

• Programme for risk level reduction plan and setting level of responsibility and accountability

• Formulation of action plan for Monitoring Risk reduction, evaluation and correction Measurement and control

Identified risks are analysed and the manner in which the risk is to be managed and controlled is then determined and agreed. The generally accepted options are:

Avoidance of Risk Eliminate Non-performance of activity involving Risk.
Reduction of Risk Mitigate Reduction in severity of loss.
Transfer of Risk Mitigate Engaging Specialist Adhering to competencies operations.
Retain the Risks Unavoidable Retained by default

Continuous Assessment

The Company's Risk Management is continuous process which implies a continuing cycle of implementing, monitoring, reviewing and managing risk management processes and simultaneously also sensitizing the organization against all possible risks.

Risk Appraisal and Action Plan

a. Risk Management in the company will look into all organisational processes involved in advance detection of risks as well as in identifying and taking suitable action to counter them.

b. Deployment of integrated planning, control and monitoring systems and corporate governance systems and fine tune them on an ongoing basis to ensure that risks are detected at early stage and properly assessed and appropriately managed.

c. Risk management, a key success factor will form an integral component of company's management system. To promote risk awareness throughout the company, risk culture at all levels shall be developed through the mechanism of review framework, progress monitoring and discussions in open forums.

Unified early warning system throughout the company will be established and laid down for risk management

11. ANNUAL RETURN:

In accordance with Section 92 (3) of the Companies Act, 2013, an extract of the Annual Return is published in the website of the Company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

13. LOANS FROM DIRECTORS OF THE COMPANY:

The Company does not have any loan during the year.

14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Provisions of section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable for the FY 2022-23. Hence comments are not offered.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contract or arrangements with related parties referred to in Section 188(l) of the Companies Act, 2013, in prescribed form AOC-2 is appended as Annexure - I to the Board Report.

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors duly met 08 times during the financial year 2022-2023. The intervening gap between any two meetings was within the period prescribed under the provisions of section 173 of companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as specified under sub section (l) of section 173 of the Companies Act, 2013 are as follows:

SI.

No

Date of

Board

Meeting

SUJITH

RAJASHEKAR

TUMKUR

SOWBHAG

YAMMA

MANJUNA

TH

GUNDAPPA

NISTA

UDAYAKU

MAR

SHETTY

1 25.04.2022 - - - -
2 20.08.2022 - - - -
3 01.09.2022 - - - -
4 10.10.2022 - - - -
5 18.10.2022 - - - -
6 03.11.2022 - - - -
7 26.12.2022 - - - -
8 22.02.2023 - - - -

17. GENERAL MEETINGS HELD DURING THE YEAR:

During the year 6th AGM was held on 30.09.2022 and EGM was held on 03.11.2022.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(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 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 the financial year and of the profit of the company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis and

(e) They have laid down internal financial controls, which are adequate and are operating effectively.

(0 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.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary. Joint venture or Associate Company.

20. DEPOSITS:

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

21. DECLARATION OF INDEPENDENT DIRECTORS:

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to the Company for the Financial Year 2022-23.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company j for the Financial Year 2022-23.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE j REGULATORS OR COURTS:

There are no significant material orders passed by the courts/regulators or tribunals impacting the going concern status and company's operations in future.

24. SHARES:

A. Buy back of securities

The Company has not bought back any of its securities during the year under review.

B. Sweat equity

The Company has not issued any Sweat Equity Shares during the year under review.

C. Bonus shares

No Bonus Shares were issued during the year under review.

D. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

E. Eciuitv shares with differential voting rights

The Company has not issued any Equity shares with differential voting rights during the year under review.

25. TRANSFER TO RESERVES:

For the financial year ended on 31st March, 2023, the company has not transferred any amount

to the reserves.

26. DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

(a) Names of the persons who have been appointed /ceased to be Directors of the company during the year:

SI Name of the Director No

Appointment

/Cessation

Designation Date of Change

01 Mr. Manjunath Gundappa

Appointment Director Vide EGM dated 03.11.2022

02 Mrs. Nista Udayakumar Shetty

Appointment Director Vide EGM dated 03.11.2022

03 Mrs. Sowbhagyamma

Resignation Director 03.11.2022

04 Mr. Sujith Rajashekar Tumkur

Resignation Director 03.11.2022

(b) Any appointment / cessation after the end of the year and up to the date of the Report:

SI Name of the Director No

Appointment

/Cessation

Designation Date of Change

01 Mrs. Sowbhagyamma

Appointment Additional

Director

02.08.2023

02 Mr. Manish Jayasheel Shettv

Appointment Additional

Director

12.09.2023

(c) Names of the Directors retiring by rotation at the ensuing annual general meeting and whether or not they offer themselves for re-appointment: NA

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There are no frauds reported by auditors under sub section (12) of Section 143 of the Companies Act, 2013 other than those which are reportable to the central government.

28. SUMMARY OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING EACH CALENDER YEAR AS REQUIRED UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT,2013 AND DISCLOSURE THAT THE COMPANY HAS IN PLACE AN ANTISEXUAL HARASSMENT POLICY IN LINE WITH THE REQUIREMENTS OF THE ACT AND THEN AN INTERNAL COMPLAINTS COMMITTEE HAS BEEN SET UP FOR REDRESSAL OF COMPLAINTS AND THAT ALL EMPLOYEES (PERMANENT,CONTRACTUAL,TEMPORARY,TRAINEES) ARE COVERED UNDER THE POLICY:

The Board of Directors report that during the year under review, Prevention of Sexual Harassment Policy (POSH) in line with the requirement of Workplace (prevention, prohibition and redressal) Act, 2013 is in place and that the employees have been advised to address their grievances under this Act to the Working Director of the company for redressal. During the year, no sexual harassment complaints have been received and disposed of by the company.

29. DETAILS OF THE ESTABLISHMENT OF VIGIL MECHANISM TO FACILATATE DIRECTORS AND EMPLOYEES TO REPORT GENUINE CONCERNS TO THE COMPANY PURSUANT TO SUB-SECTION (10) OF SECTION 177 OF THE COMPANIES ACT,2013:

The establishment of Vigil Mechanism to facilitate Directors and employees to report genuine concerns to the Company pursuant to the provisions of sub section (10) of Section 177 of the Companies Act, 2013 is not applicable for the FY 2022-23.

30. STAFF-MANAGEMENT RELATIONSHIP:

The staff management relationship during the year under review has been quite cordial and harmonious.

31. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year no company have become or ceased to be its subsidiary, joint venture or associate company.

32. AUDIT REPORTS:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report:

33. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report by a Company Secretary in Practice pursuant to the provisions of the section 204 of the Companies Act, 2013 is not applicable to the Company.

34. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

35. DETAILS OF SHARES TRANSFERRED TO IEPF:

During the year, no shares and no amount have been transferred to IEPF.

36. STATUTORY AUDITOR:

We want to inform you that M/s Venkatachala Raghavendra & Co, Chartered Accountants, Bangalore, who previously served as the statutory auditors of the company, tendered their resignation on June 13, 2023. In response to this vacancy, the company received an eligibility certificate from M/s Maheshwari and Co, Chartered Accountants, Mumbai (FRN: 105834W), and subsequently, they were appointed as the Statutory Auditors of the Company.

M/s Maheshwari and Co, Chartered Accountants, will hold this office until the conclusion of the upcoming Annual General Meeting and are eligible for reappointment for a period of 5 years, spanning from FY 2023-24 to 2027-28.

The Board strongly recommends the appointment of Messrs Maheshwari and Co, Chartered Accountants, to carry out the audit for this extended period of 5 years, continuing until the conclusion of the 12th Annual General Meeting scheduled for 2028.

This resolution will be included in the notice of the forthcoming General Meeting for your consideration and approval.

37. COST RECORDS AND COST AUDIT:

a) Maintenance of Cost Records

Your company has made and maintained necessary cost accounts and cost records as specified by the Central Government under sub section 1 of Section 148 of the Companies Act, 2013.

b) Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board at its meeting held on September 01, 2022 has approved the appointment of M/s Girish G R & Associates (Registration no. 000720 with Institute of Cost Accountants of India) as Cost Auditors of the Company to conduct audit of cost accounting records maintained by the Company for products covered under MCA cost audit order for the financial year 2022-23 at a remuneration to be decided by the shareholders.

The Report of the Cost Auditors for the financial year ended March 31, 2023, has been approved in the Board Meeting held on September 16, 2023 and shall be filed with the MCA within the prescribed period.

38. PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration in excess of the limits prescribed under Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

39. INTERNAL FINANCE CONTROLS:

The Board affirms that the company's policies and procedures, established to ensure the orderly and efficient conduct of business, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information, have resulted in adequate internal controls that are proportionate to the company's size and operations.

Furthermore, in accordance with Section 143 (3) (i) of the Companies Act, 2013, the Statutory Auditors have attested to the adequacy and operational effectiveness of the company's internal financial control system, concurring that these controls are indeed effective.

40. COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Section 135(9) stipulates that if a company's annual CSR spending, as per sub-section (5), remains below Rs. 50 lakhs, the requirement to establish a CSR Committee is not obligatory, and the Board of Directors will assume responsibility for discharging the committee's functions. Until 2021-22, as the spending did not exceed this threshold, no separate committee was constituted, and the Board fulfilled this role.

Furthermore, in compliance with regulations concerning Private Limited Companies, those with only two directors on their board are exempt from the usual requirement of having a three- member CSR Committee. Consequently, in our case, Mr. Manjunath Gundappa and Ms. Nista U. Shetty, as the current directors of the company, will serve as the members of the CSR Committee, responsible for its functions.

The Company has duly constituted Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company comprising of the following members of the Board of Directors:

Ms. Sowbhagyamma - Chairperson till 03.11.2022 Mr. Sujith Rajashekar Tumkur - Member till 03.11.2022 Mr. Manjunath Gundappa - Chairman from 03.11.2022 Mrs. Nista Udayakumar Shetty - Member 03.11.2022

The CSR Committee Meetings of the Company were held on-

1. 25.04.2022

2. 01.09.2022

3. 03.11.2022

4. 22.02.2023

41. CORPORATE SOCIAL RESPONSIBILITY ANNUAL REPORT:

In accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under, an Annual Report on CSR is appended as "Annexure II" to this Board's Report.

42. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to Bankers, Employees, Business Associates, Auditor, Company Secretary and various Government Authorities for their continued support extended to the Company.

43. DIRECTOR'S DECLARATION:

During the year, notices of all the Board Meetings have been duly served to all the Directors of the Company and notice of the general meeting have been duly served to all the members of the Company.

The Board Meetings and General Meeting have been duly convened and held and minutes of Board Meetings and General Meeting have been prepared and maintained as per the provisions of the Companies Act, 2013. The Company has maintained all applicable registers/records and made entries therein within the prescribed time as per the provisions of the Companies Act, 2013.