Logica Infoway Ltd

To,

The Members,

M/S. LOGICA INFOWAY LIMITED,

[Formerly: Eastern Logica Infoway Limited]

Kolkata

Your Directors have pleasure in presenting their Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The Company's financial performance, for the year ended March 31, 2024 is summarized below: The Board's Report is prepared based on the standalone financial statements of the company.

Figure In Lakhs

2. PERFORMANCE & PROSPECTS:

A. PERFORMANCE :

During the financial year ended 31st March 2024 turnover of the company is Rs. 106423.68 Lakh which increased if compared to last year figures. Moreover, the profit after tax of the company has increased to Rs. 809.62 Lakh if compared to last year.

B. PROSPECTS :

The Board of Directors had discussed about the future outlook of the company. This involves providing an analysis of the market trends, potential growth opportunities, and strategic initiatives planned for the upcoming period. It also covers potential risks and uncertainties that could impact the company's future performance.

3. DIVIDEND:

With a view to conserving resources, your Directors do not propose to recommend payment of any Dividend for the year under review.

4. TRANSFER TO RESERVES :

Profit after tax amount of Rs. 809.62 Lakh was transferred to Reserve.

5. CHANGE IN SHARE CAPITAL:

During the year under review, the company has issued and allotted 1,42,53,345 Bonus Equity Shares of Rs. 10/- each fully paid up, pursuant to resolution passed by the Board of Directors dated 17th January, 2024, and shareholders dated 10^th February, 2024. Total paidup capital after issue is Rs. 17,10,40,140 (Seventeen Crore Ten Lakh Forty Thousand One Hundred and Forty].

Further the company has Increased its Authorized Share Capital from Rs. 3,00,00,000 (Rupees Three Crore] to Rs. 17,25,00,000 (Rupees Seventeen Crore and Twenty-Five Lakh], by creation of additional authorized capital of Rs. 14,25,00,000 (Rupees Fourteen Crore and Twenty-Five Lakh] and alteration in the Clause-V (Capital Clause] of Memorandum of Association relating to Share Capital of the Company.

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 securities during the year under review.

c. bonus shares

During the year under review, the company has issued and allotted 1,42,53,345 Bonus Equity Shares of Rs. 10/- each fully paid up, in the ratio of 5:1 [i.e. 5 (Five] fully paid up equity shares for every 1 (One] equity shares held] pursuant to resolution passed by the Board of Directors dated 17th January, 2024, and shareholders dated 10^th February, 2024.

d. employees stock option plan

The Company has not issued any schemes of Employees Stock Option Plan during the year under review.

6. MAJOR EVENTS DURING THE F.Y.2023-24:

During the financial year, the company had change its name from Eastern Logica Infoway Limited to Logica Infoway Limited for expansion of business in several locations other than the eastern part of lndia.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

8. ORDERS PASSED BY REGULATORS/COURTS:

No orders were passed by the regulators or courts or tribunals impacting the going concern status and future operations of your Company.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company does not have any subsidiary/joint ventures or associate company so AOC 1 has not been attached.

However, the company is an Associates of Himadri Dealcom Private Limited.

10. DEPOSITS:

The Company had not accepted deposits covered under Chapter V of the Companies Act 2013.

11. AUDITORS & REPORT OF THE AUDITORS:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors] Rules, 2014, M/s R. Rampuria & Co. Chartered Accountants, (Firm Registration No.

325211E) was appointed as the statutory auditors of the Company to hold office from the F.Y 2022-23 till the conclusion of the Annual General Meeting for the F.Y 2026-27 of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s R.Rampuria & Co. Chartered Accountants, (Firm Registration No. 325211E], Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

12. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed M/s. Vaskar Das & Associates., Practicing Company Secretary; to conduct the Secretarial Audit and his Report on Company's Secretarial Audit Report is appended to this Report as ANNEXURE I. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Vaskar Das & Associates, Practicing Company Secretary.

13. MAINANTANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1] of section 148 of the Companies Act, 2013 is not applicable to the company.

14. INTERNAL AUDITORS:

The Company has appointed M/s Punit Pandey & Associates as the Internal Auditor for the financial year 2024-25.

15. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3] of the Act read with Rule 12 of Companies (Management and Administration] Rules, 2014, the Annual Return (Form MGT-7] for the financial year 2023-2024 will be available on the company's website www.easternlogica.com. Once filed by the company with the Ministry of Corporate Affairs.

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

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3] (m] of the Companies Act, 2013 read with the Companies (Accounts] Rules, 2014. Since the company is not engaged in any manufacturing activity, issues relating to technology absorption are not quite relevant to its functioning. During the year under review foreign exchange earnings is Rs. 19414.54 Lakh and foreign exchange outgo is Nil.

a] Conservation of Energy:

No energy conservation measure was considered necessary.

b] Technology Absorption:

No technology absorption was made during the year.

c] Foreign Exchange Earnings: Rs. 19414.54 Lakh Outgo: Nil

17. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Mr. Gaurav Goel has been re-appointed as Managing Director in the Board Meeting dated 15th July, 2024 for 5 year with effect from 1st July, 2024.

18. NO. OF MEETINGS OF THE BOARD OF DIRECTORS:

During the last financial year 7 (Seven] numbers of Board Meetings were held.

19. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

20. REMUNERATION AND NOMINATION POLICY:

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy is available on the company's website www.easternlogica.com.

21. COMMITTEES OF THE BOARD:

There are currently Four Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders' Relationship Committee

III. Nomination and Remuneration Committee

IV. CSR Committee

I. AUDIT COMMITTEE:

Committee Constitution is as follows:

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Audit Committee was constituted on 6th September, 2022. During the year under reference, 5 (Five] Audit Committee meetings properly convened & held.

Terms & Scope of Work of Committee:

a] Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b] Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c] Reviewing and monitoring the auditor's independence and performance and the

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d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

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

• Changes, if any, in accounting policies and practices and reasons for the same;

• accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Modified opinion(s) in the draft audit report.

f) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

g) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

h) Approval or any subsequent modification of transactions of our Company with related parties;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of our Company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Monitoring the end use of funds raised through public offers and related matters;

m) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

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

o) Discussion with internal auditors of any significant findings and follow up thereon;

p) Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

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

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

s) To establish and review the functioning of the whistle blower mechanism;

t) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

u) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

v] Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

w] reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision.

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

y] Review of (1] management discussion and analysis of financial condition and results of operations; (2] statement of significant related party transactions (as defined by the audit committee], submitted by management; (3] management letters / letters of internal control weaknesses issued by the statutory auditors; (4] internal audit reports relating to internal control weaknesses; (5] the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6] statement of deviations including (a] quarterly statement of deviation(s] including report of monitoring agency, if applicable, submitted to stock exchange(s] in terms of Regulation 32(1] of the SEBI Listing Regulations; (b] annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7] of the SEBI Listing Regulations.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Committee Constitution is as follows-

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder's Relationship Committee include the following-

(a] Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

(b] Review of measures taken for effective exercise of voting rights by shareholders.

(c] Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(d] Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

III. NOMINATION AND REMUNERATION COMMITTEE:

Committee Constitution is as follows:

During the year, only 2 (Two] Nomination and Remuneration Committee meeting was properly convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

a] identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

b] formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

c] while formulating the policy under (b) above, 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:

d] such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers] Rules, 2014 (as amended] and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015, to the extent applicable from time to time to the Company.

e] formulation of criteria for evaluation of performance of independent directors and the board of directors;

f] devising a policy on diversity of board of directors;

g] identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

h] whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

i] Recommend to the board, all remuneration, in whatever form, payable to senior management.

IV. CSR COMMITTEE:

Committee Constitution is as follows:

Terms & Scope of Work of Committee:

The terms of reference of the CSR Committee are:

i) Formulate and recommend to the Board, the Corporate Social Responsibility Policy and the activities to be undertaken by the Company.

ii) Recommend the amount of expenditure to be incurred on CSR activities.

iii) Monitor the Corporate Social Responsibility Policy from time to time.

iv) Monitor the Annual Action Plan and progress of the activities undertaken; including utilisation of amounts disbursed, on periodic basis.

v) Review the Impact Assessment reports undertaken through independent agencies and present the same before the Board.

vi) Discharge such duties and functions as indicated in the section 135 of the Companies Act, 2013 and Rules made thereunder from time to time and such other functions as may be delegated to the Committee by the Board from time to time.

vii) Take all necessary actions as may be necessary or desirable and also to settle any question or difficulty or doubts that may arise with regards to Corporate Social Responsibility activities/Policy of the Company.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

(a) a program on how to review, verify and study the financial reports;

(b) provisions under the Companies Act,2013 and

(c) SEBI Insider Trading Regulation, 2015.

23. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7] of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6] of the Companies Act, 2013.

24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3] of section 178, is available on the company's website www.easternlogica.com.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between and up to the end of the financial year 2023-24 to which these financial statements relate and the date of this report.

26. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12] of the Companies Act, 2013.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC 186:

Your Company had not provided any loan, guarantees, investment during this year.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into contract or arrangements with related parties during the year & so Form no AOC-2 is given as Annexure II.

29. INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

30. MANAGERIAL REMUNERATION:

All the directors of your Company was in receipt of remuneration for the year of an amount specified in Rule 5(2] of The Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014.

31. RISK MANAGEMENT POLICY:

Risk management is an integral part of your Company's business strategy. The Board of Directors reviews compliance with Risk policies, monitor risk tolerance limits, reviews and analyses risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in your Company.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) UNDER COMPANIES ACT, 2013:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal] Under Companies Act, 2013. Internal Complaints Committee (ICC] has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual temporary, trainees] are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

33. CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type as per Regulations 15 of SEBI (LODR), Regulation,2015 the Corporate Governance is not applicable on SME Listed Companies.

34. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 12/03/2024 for the F. Y. 2023- 24.

The object of Independent Meeting was to review the performance of Non- Independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to held the Separate Meeting of Independent Director of the Company as earliest possible.

35. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 has been appended as ANNEXURE-III to this Report. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2]&(3] of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.

36. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2023-24.

37. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

38. LISTING FEES:

The Equity Shares of the Company is listed on BSE (SME Platform] Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

39. CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8] read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the company as the company is SME company and exemption is granted to SME under Regulation-15(2) of SEBI (LODR), Regulations, 2015. We are Voluntarily enclosing the same as ANNEXURE IV.

40. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

41. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement of clause (c) of sub- section (3] of Section 134 of the Companies Act, 2013 with respect to Directors' responsibility statement it is hereby confirmed:

1] That in the preparation of the annual accounts for the financial year ended 31.03.2023, the applicable accounting standards had been followed along with proper explanation relating material departures.

2} That your directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year and of the profit of the company for the year under review.

3) That your directors had taken proper and sufficient care of the maintenance adequate accounting records and internal financial control in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4) That your directors had prepared the annual accounts for the financial year ended 31.03.2024 on a going concern basis.

5) That your directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year or previous year.

43. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under review. As the net profit of the company as on 31^st March 2024 is more than 5 crores the provisions contained in section 135 of the Companies Act, 2013, will be applicable in the Upcoming year i.e. Financial year 2024-25.

44. POLICY/VIGIL MECHANISM/CODE OF CONDUCT:

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2023-24, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.easternlogica.com.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.easternlogica.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

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

There are no application made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

46. ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.