Ravikumar Distilleries Ltd

To

The Members

Ravi Kumar Distilleries Limited.

Your directors have pleasure in presenting the 31stAnnual Report together with Audited Accounts of the Company for the year ended 31st March, 2024.

2. State of Affairs / performance of the Company during the year under review:

Your Company is engaged in the business of manufacture and trade of Indian Made Foreign Liquor (IMFL) under own brand Capricorn, Jean Brothers, Black Berry, 2Barrels, Green Magic, Chevalier, Once More as well as under tie-up arrangements with other Companies. IMFL comprises of Whisky, Brandy, Rum, Gin and Vodka. Your Company currently operates through own manufacturing unit located at R.S 89/4A, Katterikuppam Village, Mannadipet Commune, Pondicherry. The Unit is equipped with infrastructure facilities and technology, which encompasses all modern facilities for blending and bottling, can undertake manufacture of IMFL. The core competency of your Company is in house technical and formulation knowledge, skilled workforce and well- equipped manufacturing facilities, which enable us to manufacture a wide range of IMFL products to diverse client requirements.

During the year, the total Income from operations was Rs. 6599.83 lakhs compared to Rs.7621.95 lakhs in the previous year recording a net loss of Rs. (194.45) lakhs, as against the net loss of Rs. (228.01) lacs in the previous year. Earning per share is Rs. (0.79) against Rs. (0.91)in the previous year on a weighted average basis as per Accounting Standard 20 issued by the Institute of Chartered Accountants of India.

3. Future Outlook

During the current financial year, your company is making all possible efforts to improve the performance.

4. Reserves:

Your Board of Directors does not recommend carrying any amount to reserves; the entire loss amount was carried forward to next year.

5. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the financial year under review.

6. Material Changes between the Period from end of Financial Year to the Date of Report of the Board:

There are no material changes between the Period from end of Financial Year to the Date of Report of the Board:

7. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the going Concern Status and Company's Operation in Future:

There are no significant and material order passed by the Regulator/Court/Tribunals impacting the going concern status and company's operations in future.

8. Dividend:

Considering the financial situation, Your Directors did not recommend any dividend on the equity shares for the financial year 2023-24.

9. Public Deposits:

During the year, the Company has not accepted or renewed any deposits from the public as covered under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there are no deposits which are pending for repayment as on 31.03.2024.

10. Subsidiaries, Joint Venture and Associate Companies:

The Company has no subsidiaries, Joint Venture and associate companies during the year under review.

Policy on Directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors, as considered and recommended by the Nomination and Remuneration Committee and as per the stipulations of the statutes, to maintain the independence of the Board. As of 31st March, 2024, the board has 6 members, as mentioned below:

The list of Directors as on 31st March, 2024 is:

The policy of Company on director's appointment and remuneration, including the criteria for determining qualification, positive attributes and other matters as required under sub-section 3 of section 178 of the Companies Act, 2013 is available on Company's website.

There has been no change in the policy. We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Mr. Badrinath S. Gandhi to be reappointed as director of the company who retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment. The resolutions set out in the Notice to AGM are self-explanatory.

Further as tenure of independent director of the company Mr. Ashok Raju Shetty expires on 26th September, 2024 and tenure of independent directors of the company Mr. Kunjuri Murtyrao Satynarayana and Mr. Popatlal Mukanchand Kathariya expires on 23rd September, 2024, Board of directors at their meeting held on 24th August, 2024 on a recommendation of Nomination and Remuneration Committee, appointed Mr. Shailesh Kantilal Kathariya, and Mr. Dharmendra Dalsingar Yadavas additional directors in the capacity of independent directors of the company.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder and Regulation 17 of SEBI (LODR) 2015 as amended, Board proposes regularization of their appointment as independent directors of the company by way of special resolution to be passed by members at the ensuing annual general meeting.

12. Meeting of the Board:

During the financial year under review, the Board of Directors duly met 5 (Five) times in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minute's book maintained for the purpose.

13. Audit Committee:

The Audit Committee has been constituted and functions in accordance with the provisions of Section 177 of the Companies Act, 2013 ("Act") read with Companies (Meeting of Board and its Powers) Rules,2014. The Audit Committee met four (4) times during the financial year 2023-24 i.e. on 27/05/2023, 12/08/2023, 09/11/2023and 10/02/2024. The details of the Committee along with the details of the meetings held and attended by the members of the committee during the financial year 2023-24 are as under:

Recommendation of Audit Committee to the Board of Directors

During the financial year 2023-24, the Board of Directors of the Company accepted all recommendations put forth to it by the Audit Committee.

14. Nomination & Remuneration Committee:

The Company has constituted Nomination & Remuneration Committee which comprise of independent directors. The Members of the Committee are Mr. Ashok Raju Shetty, Mr.Kunjuri Murtyrao Satyanarayana and Mr. Popatlal Mukanchand Kathariya. The quorum for the Nomination and Remuneration Committee is three members. The Committee met once during the year i.e. on 10/05/2023.

The details of attendance of the members of the committee at the meeting are given below:

15. Independent Director(s)

The Independent directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence provided in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Company has devised a Policy for performance valuation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The process of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

16. Board Evaluation:

The Company has devised a policy for performance evaluation of the Board, Committee and other individual directors (including independent Director) which include criteria for performance evaluation of Executive and Non- Executive Directors. The Evaluation process inter alia considers the attendance of Directors at Board and committees meeting, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective committee members. The performance of each committee was evaluated by the Board, based on the report one valuation received from the respective committee.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors..

17. Appointment/Cessation of KMP:

Mr. R. V. Ravikumar, Chairman and Managing Director, Mr.Badrinath S Gandhi, Whole Time Director, Mrs. L. Bhuvaneshwari, Chief Financial Officer and Mr. V. Rajkumar, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company. During the year under review, no person was appointed/ceased as Key Managerial personnel of the Company.

Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, your Directors submit:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure.

(ii) That the Director have 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 current year as on 31st March, 2024 and of the Profit or Loss of the Company for the year ended on that date.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts of the Company on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively..

19. Corporate Governance:

The Company has complied with the requirements of the Code of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and Management Discussion and Analysis Report is attached to this Directors' Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is attached to this Directors' Report.

Statutory Auditor

The statutory auditors of the Company M/s. Abhishek S Tiwari & Associates, Thane were appointed by the shareholders at the annual general meeting of the company held on 23/12/2020 for a period of 5 financial years.

Following are the qualifications/adverse remarks made by the statutory auditor to which Board's reply is stated below:

Qualifications/Adverse Remarks

3.1 : Your attention is invited to note No. 5.1 'Amount recoverable under dispute of Rs. 2,900.25 Lakhs; which have been classified as 'Other Non-Current Assets'; the company has filed various cases against the parties and initiated action for recovery. Further, 'Securities and Exchange Board of India' (SEBI) vide its Order dated 12-03-2019 directed the above parties to repay the amounts back to Company. We are unable to comment on reliability/ recoverability of these debts and amount given and no provision for Expected Credit Loss as per Indian Accounting Standards (IND AS) for doubtful recovery of such amount is considered necessary by the company.

Reply of Board

The company has taken legal action and has filed complaints against the Merchant Banker Mr. Anil Agrawal and others. 'Securities and Exchange Board of India' (SEBI) vide its Order dated 12-03-2019 directed Mr. Anil Agarwal and others to Return Rs. 33.83 Crs. back to the Company with Interest @ 12% pa w.e.f 01.04.2011. Mr. Anil Agarwal and others have filed appeal before SAT. However, the management expects to get back the amounts in due course. Hence, no provision has been made for 'Expected Credit Losses' on these amounts.

3.2. Your attention is invited to Note No. 3 Regarding 'Investment in Liquor India Limited' and 'Amount received from 'Lemonade Shares & Securities Private Limited' (Refer Note No. 17) which is considered as disputed and no adjustment for sale thereof have been incorporated in the financial statements by the Company. The sale agreement entered into with 'Lemonade Shares & Securities Private Limited' for sale of entire undertaking has been challenged in National Company Law Tribunal to rectify the Register of Members and the company petition has been ordered "non maintainable" and the company has filed an appeal in the National Company Law Appellate Tribunal against the NCLT order and also civil suit has been filed before IInd Additional District Judge, Ranga Reddy District, L B Nagar, Hyderabad (Transferred to the Hon'ble Court of Principal District and Sessions Judge, Medchal- Malkajgiri District), with prayers inter-alia to rescind the agreement as being void and restore the parties back to the position prior to MOU Dated 05-09-2012. The Company has also filed SLP in Supreme Court of India apart from registering various complaints with Police, SEBI, and Enforcement Directorate. Management does not anticipate any liability on this account and accordingly the company has not provided for diminution in value of Investments and not made provision for Expected Credit Loss in respect of Loan to 'Liquor India Limited' during the Financial Year 2023-24. As the matter is sub-judice we are unable to comment whether any adjustments are needed for the recoverability of investments thereof. Accordingly, impact on loss for the year and investments thereof if any, is unascertainable.

Reply of Board

The matter is self-explanatory. Apart from the civil suit, the company has also filed an appeal against the NCLT order in NCLAT and complaints with Police Authorities. The Supreme Court has directed the Investigating Agencies to take all actions according to law and CBCID, Hyderabad has framed charge sheet against Anil Agarwal and others. The Legal proceedings are under-way. Company is confident of succeeding in the matter. Therefore, no provision has been made for 'Expected Credit Losses' on these amount.

3.3 Your attention is invited to note No.7 In the absence of relevant information regarding fair value of investments in respect of investment in shares of 'S.V. Distilleries Private Limited' of Rs. 247.79 Lacs as on 31st March 2024; we are unable to comment on whether any provision for diminution in value of investments thereof is necessary.

Reply of Board

The finalization of Books of accounts of M/s

S.V.Distilleries Private Limited is in progress and the company shall submit the details and Books of Accounts at the earliest.

3.4 Note No.8: regarding Confirmations not obtained as of March 31, 2024 in respect of certain financial assets such as Sundry Debtors, Sundry Creditors, Tie-up Parties etc. and allowance for expected credit not recognized on these financial assets even though indications of increase in credit risks were observed. Consequential impact on financial results is not ascertained by the Company.

Reply of Board

Confirmation from some of Debtors and Creditors are obtained, whereas for remaining we have asked them to confirm the same, which we will able to get in due course, w.r.t. provision for expected credit loss which has not been provided in the books of account, management is in view that in due course, outstanding amount which require provision to be created will be recovered. Hence no provision has been made.

3.5 Note No. 20: There are many statutory dues amounting to Rs. 265.66 Lacs which are pending to be deposited with appropriate government authorities by the Company. The company has not made provision for interest on these dues on account of delay in depositing them. Since the management of Company has not estimated overall liability on account of interest, financial impact on Standalone financial Statements is not ascertainable.

Reply of Board

w.r.t. statutory dues which are outstanding from the substantial period of time management is of view that, the operation of company will be improved in coming months and company will be in position to settle all dues along with the penal interest.

6. The creditors having outstanding balance as of 31st March, 2024 are 213 creditors which is amounting Rs. 1,213.02 Lakhs, out of which the management has identified the 25 creditors having balance of 99.60 Lakhs which are registered under MSME. The balance 188 Creditors having balance of Rs. 1,113.42 Lakhs the management has not identified whether they are registered under MSME or not. Hence, we are unable to comment regarding the financial implication due to the unidentified creditors by the management.

Reply of Board

The Management has identified 25 creditors having balance of Rs. 99.60 lakhs which are registered under MSME. The Management is in the process of identifying the balance 188 creditors having balance of Rs. 1,113.42 lakhs.

7. CARO Point no VII: In our opinion and according to the information and explanations given to us and based on audit procedures performed by us, the Company has generally not been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

Reply of Board

The Company is taking all steps to clear all the statutory dues and keep up to date within this FY 2024-2025.

The Auditors Report for the financial year ended March 31, 2024 is annexed herewith and is part of the Annual Report. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the company in the year under review.

21. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website http://www.ravikumardistilleries.com.

22. Particulars of Employees:

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the limits prescribed therein.

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 as amended from time to time, applicable details are given in the attached statement marked as Annexure "A" to this Report.

23. Particulars of Contracts or Arrangements made with Related Parties:

Particulars of Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure B" to this Board's Report. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial personnel. All related party transactions are also mentioned in the notes to the accounts. The Company has developed a framework through Standard operating procedures for the purpose of identification and monitoring of such Related Party Transactions. All Related party transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis. The policy on Related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. Your Directors draw attention of the members to Note to the financial statement which sets out related party disclosures.

24. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s.Uttam Shetty & Co., Company Secretaries in Practice having Membership Number F-8691 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2023-24 as issued by him in the prescribed Form MR-3 is marked as Annexure "C" to this Report.

Following are the qualifications/adverse remarks made by the secretarial auditor to which Board's reply is stated below:

Qualifications/Adverse Remarks

1 Promoters of the company failed to provide disclosure under Regulation 31(4) of SEBI (SAST) Regulations 2011within prescribed time to stock exchange and audit committee of the company.

Reply of Board

Promoters of the company inadvertently and without any malafide intention failed to provide such disclosure on time, adequate care will be taken to submit the timely disclosure next year onwards.

2 Delay in payment of Listing fees to BSE and NSE for the financial year 2023-24

Reply of Board

Due to heavy losses and liquidity crises, company is unable to pay listing fees on time.

3. One day delay in submission of Secretarial Compliance Report.

Reply of Board

Adequate care will be taken to submit the Secretarial Compliance Report on time to Stock Exchanges from the next year onwards.

As required under section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has reappointed Mr. Uttam Shetty, FCS 8681, COP 16861, Company Secretary, Mumbai, as Secretarial Auditor of the Company in relation to the financial year 2024-25. The Company has received their consent for such reappointment.

25. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

M/s R.O. Pandey & Associates (FRN 134455W), Chartered Accountants, Mumbai, were the Internal Auditors for the FY 2023-24, and they have submitted their quarterly reports duly to the Audit Committee.

M/s R.O. Pandey & Associates (FRN 134455W), A106, Jay Bharat Society, Lalji Pada, Link Road, Kandivali West, Mumbai-400067, have been reappointed as the Internal Auditors of the Company for the FY2024-25.

26. Insurance:

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy and technology absorption, as required under section 134(3) (m) of the Companies act, 2013 read with the Companies (Accounts) Rules, 2014 are given below:

a) Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. Details of some of the measures undertaken to optimize energy conservation are.

i. Installation of circuit breakers, safely and easily operative and accessible are provided in each machinery/equipment resulting in reduction of idle run.

ii. Trip system in bottling lines easily and safely operative, incase of lag / fault in any equipment / machinery across the line.

iii. Recycling of wash water resulting in conservation of water and energy.

iv. Gravity Liquor flow system in all process areas resulting in lesser consumption of energy.

v. Installation of "Turbo Vent" for Natural ventilation system in roofs of all buildings.

vi. Installation of Transparent Poly Coat Sheets in the roof resulting in availability of natural light.

b) Statement of total energy consumption and energy consumption per unit are given as under:

28. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:

b) Total Foreign Exchange

Inflow : Rs. 95,87,010/- Outgo : Nil

29. Risk Management

During the financial year 2017-18, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, market, liquidity, legal, regulatory, reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability

to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviours together form the Risk Management System (RMS) that governs how the company conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

However, as risk management committee is not required considering the market capitalisation of the company, Board at its meeting held on 27th May, 2023 dissolved the risk management committee of the company..

30. Particulars of Loans, Investments and Guarantees:

During the year under review, Company has not provided any loans, guarantees and investment covered under section 186 of the Companies Act, 2013.

31. Sexual Harassment:

Your Company has constituted an Internal Complaint Committee as required under Section 4 of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no incidences of sexual harassment reported during the year under review. Further there was no complaints of any sexual harassment was pending as on 31st March 2024.

32. Employee Relations:

The relations between the employees and management continued to be cordial during the year.

33. Bonus Shares/Shares with Differential Voting Right/Stock Option:

The Company has neither issued any Bonus Share or Shares with differential voting rights nor granted any stock options/sweat equity shares.

34. Corporate Social Resposibility (CSR):

Your Company does not fall in any of the categories as provided under section 135 of the Companies Act, 2013 and hence CSR rule is not applicable to the Company.

35. Vigil Mechanism / Whistle Blower Policy

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower policy of the Company is available in the website of the Company.

36. Transfer of Amounts to Investor Education and Protection Fund:

There was no amount which was required to be transferred to Investor Education and Protection Fund during the financial year under review.

37. Maintenance of Cost Records

As per the Companies (Cost Records and Audit) Rules,2014, the Company does not attract the provisions of Section 148(1) of the Companies Act, 2013 for maintenance of Cost Records, and hence not subject to Cost Audit.

38. Legal case pertaining to the Company:

The following table is self-explanatory in presenting the legal status of the cases by/againstthe Company.

Status / Actions subsequent to 31.03.2024:

Status / Actions subsequent to 31.03.2024:

39. Listing of Shares with BSE Limited and NSE India Limited:

The Shares of the Company are listed on BSE Limited and NSE Limited.

40. Share Capital:

The Authorized Share Capital of the Company as on 31st March, 2024 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only).

There has been no change in the Equity Share Capital of the Company during the financial year 2023-24.

The Issued, Subscribed and Paid-up capital of the Company as on 31st March, 2024 is 24,00,00,000/- (Rupees Twenty-Four Crore only) divided into 2,40,00,000 Equity Shares of Rs. 10/- each aggregating to Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only).

41. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application is made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

42. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

No one time settlement done with banks or financial institutions during the financial year under review, hence, the above clause is not applicable to the company.

43. Adjudication/ Compounding:

During the period under review, no action was taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

44. A statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

There is no independent director appointed during the year under review, hence above clause is not applicable.

45. Other Disclosures

a) There was no revision in the financial statements.

b) Your Company has complied with Secretarial Standards issued by ICSI.

46. Acknowledgment:

The Management is grateful to the Regulatory Authorities, Shareholders, Company's Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.