Amarjothi Spinning Mills Ltd

The Board of Directors of your Company is pleased to present the Thirty Sixth Annual Report on the business and operations of the Company along with the summary of Financial Statements for the year ended 31st March, 2024.

THE STATE OF AFFAIRS OF THE COMPANY, DIVIDEND AND RESERVE

FINANCIAL RESULTS

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

During the year under review, the Company's revenue from operations (net of GST) has decreased by Rs.2062.03 lakhs over the previous financial year and recorded a revenue of Rs.19008.02 lakhs for the financial year ended 31st March 2024.The profit after tax is Rs. 801.90 Lakhs as against Rs. 1013.07 Lakhs for the previous financial year .However for the last few years the Spinning divisions operations have been affected by various factors viz. wild fluctuation in cotton prices, weak demand for yarn & fabric in overseas markets due to high inflation and recessionary pressures in developed economies, increased food, energy and supply chain costs, supply disruptions leading to higher lead time and costs etc. all of which resulting in disparity between cotton and yarn prices thereby affecting the margins.

1) YARN DIVISION

Your directors inform you that yarn division continues to perform well. We hope that in future also our performance will improve.

2) PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit. In addition to our own dyeing, we process our material in outside dyeing also.

3) WINDMILLS:

Companies windmills are fully utilized for captive consumption of yarn division and processing division's power usage.The wind farm has generated 281.79 Lakhs Kwh as compared to 264.94 Lakhs Kwh of the previous year. The wind availability / velocity were better during initial wind season of the financial year 2023-24 as compared to the last financial year. During the financial year 2023-24, the Company was able to consume power from its own wind farms to the extent of 90% of total power requirement. The income during the year from the Wind Mill Division was Rs.18.54 Crores as against Rs.17.61 Crores of previous year.

FUTURE PROSPECTS:

The Company will continue to perform well in the domestic market. The Company is in the process of implementing several cost saving measures including modernization, which will make the product more competitive.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2023-2024.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the year.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JV COMPANY:

The Company has one wholly owned subsidiary company M/s. RPJ Textiles Ltd., in which our company holds 100% of equity shares. The details are mentioned in AOC-1. The Secretarial Audit report of the Subsidiary company is annexed herewith as ANNEXURE - VIII and forms an integral part of this Report.

KEY UPDATES ON SUBSIDIARIES / ASSOCIATES OF THE COMPANY

The Company had one Associate Firm named Kanagathara Wind Farms in which our company held 26 % for the purpose of captive consumption of wind power. During the year under review, the Associate firm ceased with effect from 07.08.2023. The details are mentioned in Form AOC-1 as annexed as parts of this report vide ANNEXURE-II.

DIVIDEND

The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value) for the year ended 31st March 2024 absorbing a sum of Rs.1,48,50,000/- for the approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the Income-tax Act, 1961 read with the Finance Act, 2020 Dividend income is taxable in the hands of the Members with effect from 1st April, 2020 and the Company is required to deduct tax at source from such dividend at the prescribed rates.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed Dividend relating to the financial year 2016-17, is due for remittance during November, 2024 to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, as per the requirements of the Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) 10381 equity shares of Rs.10/- each on which dividend had remained unclaimed for a period of 7 years have been transferred to the credit of the demat account identified by the IEPF Authority.

GENERAL RESERVE

During the year, your Company has transferred an amount of Rs.80.19 lakhs to the General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2024 was Rs. 6,75,00,000/- comprising 67,50,000 shares of Rs. 10/- each. During the year under review, the company has not made any fresh issue of shares.

LISTING OF SHARES

The Shares of the Company are listed on BSE Limited. Applicable listing fees have been paid up to date. The Shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial Year 2023-2024.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

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

As required pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed form is available at the web link https://tinvurl.com/Amariothi-Annual-Return-2024 and available in the website of the Company www.amarjothi.net.

NUMBER OF BOARD MEETINGS:

During the year under review Five (5) meetings of the Board of Directors were held. Further details regarding the number of meetings of Board of Directors and Committees thereof and the attendance of the Directors at such meetings are provided under the Corporate Governance Report.

Date of meetings:

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that-

a. In the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures from those standards;

b. the Directors 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 financial year and of the loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating effectively.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub-Section (12) of Section 143 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) / Listing Regulations'] so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) / Listing Regulations']. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have complied with the requirements of the provisions in relation to Independent Directors Databank as stated in the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time

The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

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.

No Independent Director was appointed by the Company during the financial year 2023-24. Regarding the Independent Directors proposed to be appointed at the forthcoming Annual General Meeting, the Board is of the opinion that the integrity, expertise and experience (including the proficiency) of the proposed individuals/candidates is satisfactory.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Nomination and Remuneration Committee of Directors has been formed and has been empowered and authorized to exercise power as entrusted under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (both as amended from time to time). The Company has a policy on Directors' / Senior Management appointment and remuneration which specifies criteria for determining the qualification, positive attributes for Senior Management and Directors. The policy also specifies the criteria for determination of independence of a Director and other matters provided under sub-section (3) of Section 178. The above policy has been posted on the website of the Company at - www.amarjothi.net and the web link for the same is https://tinyurl.com/NRC-POLICY

AUDITORS COMMENTS

There are no adverse comments in the reports of Statutory Auditors (appearing elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure IV).

PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS

The Company has not given / made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, during the year under review. Details of investments made in the earlier years have been disclosed in the notes to the financial statements

PARTICULARS OF CONTRACTS WITH RELATED PARTY

The transactions entered by the Company with the related parties during the financial year 2023-24 are in the ordinary course of business and at arm's length basis. The particulars of related party transactions are provided in the form AOC-2 and annexed to the Boards' Report as ANNEXURE - III. The Policy on Related Party is available on the Company's website at www.amarjothi.net and the web link for the same is https://tinyurl.com/RPT-POLICY

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR (MARCH 31,2024) TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORS' REPORT.

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

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

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

The information relating to Conservation of Energy, Foreign Exchange Earning and Out Go, Technology Absorption pursuant to section 134(3) (m) of the Act, read with rule 8 sub rule 3 of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE -I which forms part of the report.

RISK MANAGEMENT:

This annual report has got a detailed chapter on management discussion and analysis on risk management stating about risk management by the Company. It is periodically reviewed by the Board. The Company's business model has Comprehensive and integrated risk management framework that comprises a clear understanding of strategy, policy initiatives, prudential norms, proactive mitigation, and structured reporting. In addition, the Board periodically reviews and discusses all assets with significant risks, including deliberating on the sector- specific and systemic risks in the business environment. Other key variables monitored for risk are market condition and product costing.

DIRECTORS' & KEY MANAGERIAL PERSONNEL DIRECTORS:

RE-APPOINTMENT OF RETIRING DIRECTOR

Sri.N.Radhakrishnan (DIN: 00390913), Director who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. The Board recommends his re-appointment in the forthcoming Annual General Meeting.

APPOINTMENT OF INDEPENDENT DIRECTORS

The second term of existing Independent Directors, namely, Dr. V. Subramaniam (DIN: 00781690), Sri. V.T. Subramanian (DIN:02311576) and Sri. M.S. Sivakumar (DIN:06930290) will be ending on 04th September, 2024. The Board places on record deep appreciation for their valuable advice and exceptional guidance. Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board has recommended the appointment of Smt. Iswariya Sidharthan, Smt. Ramasamy Priyanka, Ms. Manonmani Sivasamy and Smt.Megala as Independent Directors of the Company, for a period of 5 years with effect from 03^rd September, 2024 to 02^nd September, 2029 for approval of the Shareholders at the ensuing AGM

The said persons are eligible for appointment/re-appointment in the respective capacity and the Company has received their consent(s) and requisite disclosure(s), etc. Profile of the directors seeking appointment /re-appointment as required to be given in terms of the Secretarial Standards and as per SEBI LODR, forms part of the Notice convening the ensuing 36th AGM of the Company. The Company has received declaration from proposed Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation16 of SEBI Listing Regulations 2015. In the opinion of the Board, the said Directors possess the integrity, expertise and experience including proficiency required for their appointment as Independent Director in the Company.

Throughout the years, the Company has established a robust familiarization process for newly appointed Directors, ensuring they understand their roles and responsibilities in alignment with the requirements of the Companies Act, 2013. The details of familiarization programme for Independent Directors are available on the Company's website at the following web link: https://tinyurl.com/Familiarization-ProgrammeID

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARD'S PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to and in compliance with the provisions of the Act and Rules made thereunder and as provided in Schedule IV of the Act and the Listing Regulations, the NRC and the Board have carried out an annual evaluation of its own performance, the Directors individually as well as its committees. In terms of section 134(3)(p)of the Act read with rule 8(4) of the Account Rules, the manner in which the evaluation was carried out is provided below.

In a separate meeting of IDs, the performance of the non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria fixed by the Board / NRC.

The functioning of the Board, the Committees and performance of individual Directors was found satisfactory.

In compliance with requirements of the Act and the SEBI Listing Regulations 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination, Remuneration and Committee (“NRC”)

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of NRC collated the inputs from Directors about his performance as a Director and as Chairman of the Board / Company and as Chairman/Member of the Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation.

B. Criteria of evaluation as approved by the NRC

The aforesaid evaluation was conducted as per the criteria laid down by the NRC was disclosed in the Corporate Governance Report forms part of the annual report.

KEY MANAGERIAL PERSONNEL:

As on 31st March, 2024 following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.

1. Sri. R. Premchander- Managing Director,

2. Sri. R. Jaichander-Whole Time Director,

3. Sri.K.Elango - Chief Financial Officer

4. Smt. M.MohanaPriya. - Company Secretary

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

REMUNERATION OF DIRECTORS & KMP:

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed vide “ANNEXURE VI” and in term of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed to this report as “ANNEXURE VII”.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to policies, (b) safeguarding of assets, (c) prevention and detection of frauds / errors, (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the financial year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report.

The consolidated net profit for the year was Rs.818.18 lakh as against Rs. 1029.68 lakh. in the previous year. The Company's consolidated net worth stood at Rs.19339.72 lakh as on 31st March 2024.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary.

BOARD & AUDIT COMMITTEE:

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY

The composition and attendance of the Audit Committee of the Board of Directors of the Company are disclosed elsewhere in the Corporate Governance Report. The Board has accepted the recommendations of the Audit Committee and there was no incident of deviation from such recommendations during the Financial Year under review.

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof can be accessed at the web link https://tinyurl.com/AJSM-Whistle-Blower-Policy During the year under review, there were no complaints received under this mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit, the Company is required to spend a sum of Rs.35,20,653/- in the year 2023-24. The Company has spent the amount towards contribution to the Prime Ministers Relief Fund.

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in areas or subject specified in Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company. The Annual Report on Company's CSR activities of the Company is furnished in the prescribed format as “ANNEXURE V”to this report. The policy on CSR is available in our company website www.amarjothi.net and the web link for the same is https://tinvurl.com/AMARJOTHI-CSR-POLICY

AUDITORS:

STATUTORY AUDITORS

As the members are aware that our statutory auditor Mr. V.Narayanaswami, Membership No: 023661 was appointed to perform the audit of financial statements of the Company for a period of 5 years from the Financial year 2022-2023 to Financial year 2026-2027 at its Annual General Meeting held on 29th September, 2022.

However, Mr. V.Narayanaswami, Statutory Auditor, vide letter dated January 31,2024, submitted his resignation with effect from 09.02.2024 to the Board through Audit Committee, given the reason that to comply with certain regulations of the Institute of Chartered Accountants of India (ICAI), he have changed his trade name as V.Narayanaswami& Co with FRN No: 027417S, with Sole Proprietor Mr.V.Narayanaswami, Membership No: 023661, from V.Narayanaswami, Membership No: 023661. All other parameters like his PAN, address, GST number remain the same.

To comply with above change, the company informed his resignation as individual auditor Mr.V.Narayanaswami, Membership No: 023661 and appointed him as Statutory Auditor M/s V.Narayanaswami & Co with FRN No: 027417S, with Sole Proprietor Mr.V.Narayanaswami by filling casual vacancy until the conclusion of the ensuing 36^th Annual General Meeting through postal ballot. The Board informed that the resolution as set out in the Postal Ballot notice is approved by the Members of the Company with requisite majority on Thursday, March 14, 2024, being the last date of the Remote E-Voting. The voting results of the postal ballot was filed to stock exchange on 15^th March, 2024.

Subsequently the Board of Directors on the recommendation of Audit Committee in its meeting held on 02^nd August, 2024 approved the appointment of M/s V.Narayanaswami & Co., Chartered Accountants (Firm Registration No. 027417S) as Statutory Auditors for four consecutive years ie. for Financial Year 2024-25 to FY 2027-28 (i.e. a total term of five consecutive years including FY 2023-24), which is subject to the approval of the shareholders at 36th AGM. The said appointment shall be pursuant to applicable provisions of the Companies Act 2013, SEBI (LODR) Regulations, 2015 and terms as contained in SEBI circular No.CIR/CFD/ CMD/1 /114/2019 dated 18^th October, 2019.

The Audit Report of the Statutory Auditors forms part of the Annual Report. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. R.Ramchandar. B.com., FCS., LLB., Company Secretary in Practice (C.P No. 12240) to conduct the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as ANNEXURE - IV and forms an integral part of this Report.

INTERNAL AUDITORS

Mr.M.S.Sivakumar, Chartered Accountant, is appointed as internal auditor of the Company. He has played an important role in strengthening the Systems and internal Controls within the Company.

EXPLANATION AND COMMENTS ON AUDIT REPORT

The report of the Statutory Auditors (appearing elsewhere in this Annual Report) is selfexplanatory having no adverse comments. In respect of the observation made by the Secretarial Auditor during the year under review, the Board took note of the same and advised the concerned officials / department to monitor the compliance requirements minutely and strictly adhere the provisions of the applicable laws/regulations/rules. The Secretarial Audit Report is annexed hereto as Annexure-IV.

Further, the Secretarial Compliance Report for the financial year ended on 31st March 2024 will be filed with the Stock Exchanges in which the Company's equity shares are listed.

There were no instances of fraud reported by the Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143 (12) of the Companies Act, 2013.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s. Nagarajan & Co, Practicing Cost Accountants, (Regn. No; 000088) were appointed as Cost Auditors for the financial year 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2024-25 by the Board of Directors, upon recommendation of Audit Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2023-24, issued by M/s. Nagarajan & Co, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules will be filed within the due date prescribed by the Act.

COSTRECORDS

The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

POSTAL BALLOT

The Company had approached the Shareholders during the year under review through Postal Ballot. The details of Resolution passed through Postal Ballot and the voting pattern for the said Resolution are disclosed in the Corporate Governance Report forms part of the annual report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding compliance of conditions of Corporate Governance provided elsewhere in this Report, forms part of the Directors' Report. A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with Regulation 15(2) of the SEBI (LODR) Regulations, 2015 is attached as part of this annual report.

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

The 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) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2023-24.

Additional Information

As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional information is provided:

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THEEND OF THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION AT THE TIME OF ONE-TIME

SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2023-24, the Company has not made any settlement with its bankers for any loan(s) / facility (ies) availed or / and still in existence.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company by all the customers, shareholders and bankers.

Your directors also place on record their appreciation of the tireless efforts of Team Amarjoth a dedicated and loyal band of people who have displayed unswerving commitment to thei work in these challenging times and helped the Company deliver good results.

The Company extends its thanks to the Central and State Government authorities for thei continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUEE PROSPERTIY OF THE COMPANY.