Bombay Metrics Supply Chain Ltd

To,

The Members,

Your directors have great pleasure in presenting to you 9th Annual Report on the affairs of M/s. Bombay Metrics Supply Chain Limited (“the Company” or “Bombay Metrics”) Formerly known as M/s. Bombay Metrics Supply Chain Private Limited together with the Audited Accounts for the financial year ended 31st March, 2024.

1. Financial Results:

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 28^th March, 2015 with the Corporate Identity No. L74999MH2015PLC263148.

The financial results of the Company for the financial year have been summarized hereinbelow for the reference of the members:

2. Overview and Company Performance:

During the year Bombay Metrics has recorded a total turnover of Rs 8,568.37 Lakhs as compared to that of the previous year which was Rs 6,916.89 Lakhs and hence recording an increase in revenue of 23.88%. The same has resulted in recording a profit of Rs 338.74 Lakhs as compared to a profit of the previous year which was Rs 274.51 Lakhs.

Your directors are hopeful and committed to improving the profitability of the Company in the coming year. The Directors are mainly aiming to achieve this by the provision of quality services, wide spreading its services, the addition of new services into its portfolio, and capitalizing on the opportunities provided by the industry and the market.

3. Changes in Directors and Key Managerial Personnel:

Mr. Prateek Jaju (DIN: 10163582) was appointed as an Additional Independent Director with effect from May 22, 2023 and his appointment as an Independent Director was approved by the shareholders in the 08th AGM held on August 14, 2023.

Mr. Nipul Hirji Keniya (DIN: 03087659) was re-designated from Chairman and Managing Director to Managing Director of the Company with effect from May 22, 2023.

Mr. Sahil Hiten Shah (DIN: 09640907) was appointed as an Additional Director in the category as the Promoter, NonExecutive Director and Chairman with effect from May 22, 2023 and his appointment as a Non-Executive Director and Chairman was approved by the shareholders in the 08th AGM held on August 14, 2023.

Ms. Shruti Chandrashekhar Chavan has resigned as a Company Secretary and Compliance Officer of the Company effective from closing of business hours on May 30, 2024.

4. Retirement by rotation

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mr. Nipul Hirji Keniya (DIN: 03087659) and Mr. Sahil Hiten Shah (DIN: 09640907) are retiring by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

5. Significant Events during the financial year:

a) Adoption of a new business line:

The Company had adopted two new business activities

i.e. Copper/Aluminum Imports and trading in metals within India with effect from May 22, 2023.

b) Alteration of Main Object Clause of Memorandum of Association

To include the object pertaining to dealing in Software, the Board of Directors of the Company, in their meeting held on July 12, 2023 has amended Main Object Clause of Memorandum of Association and the same was approved by the shareholders in the 08th AGM held on August 14, 2023.

c) Takeover the Metric Vietnam Company Limited, a company situated in Vietnam:

During the year under review the Company completed the takeover of the Metrics Vietnam Company Limited, a company situated in Vietnam, to broad-based the Company's supply chain management business.

6. Material changes between the period from the end of financial year to the date of the report of the Board:

There are no material changes between the period from the end of the financial year to the date of the report of the Board.

7. Policy on Directors' Appointment and Remuneration:

The Company's policy 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 of the Companies Act, 2013 is available on Company's website at the link www.bombaymetrics.com.

8. Change in the nature of business:

The Company is into the business full-service provider of global manufacturing, engineering and supply chain management services. During the financial year under review the Company had adopted two new additional business activities i.e. Copper/ Aluminum Imports and trading in metals within India.

9. Dividend:

Your Directors are pleased to recommend final dividend of Re.0.45/- (Rupee Forty Five Paise Only) per Equity Share having face value of Rs10/- each for the financial year 2023-24.

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those Members/ Beneficial holders as on record date fixed for the said purpose.

10. Share Capital:

Authorised Share Capital:

As at March 31, 2024, the Authorized Share Capital of the Company is Rs 25,00,00,000 divided into 2,50,00,000 Equity shares of Rs10 each.

Issued, subscribed and Paid Up Share Capital:

The Issued, subscribed and paid-up Equity Share Capital as on March 31, 2024 is Rs 6,15,69,600 divided into 61,56,960 Equity shares of Rs10 each.

11. Issue of Bonus Shares:

The Board of Directors at its meeting held on August 17, 2024 approved issue 61,56,960 equity shares of Rs 10 each as fully paid-up bonus equity shares in the ratio of 1:1, subject to the approval of the Members by way of an ordinary resolution.

Further, on allotment of bonus shares, the Company's paid up share capital will be increased from Rs 6,15,69,600/- (Rupee Six Crores Fifteen Lakhs Sixty Nine Thousand Six Hundred Only) divided into 61,56,960 (Sixty One Lakhs Fifty Six Thousand Nine Hundred and Sixty) equity shares of Rs 10/- (Rupees Ten only) each to Rs 12,31,39,200/- (Rupees Twelve Crores Thirty One Lakhs Thirty Nine Thousand Two Hundred only) divided into 1,23,13,920 (One Crore Twenty Three Lakhs Thirteen Thousand Nine Hundred and Twenty) equity shares of Rs10/- (Rupees Ten only).

12. Transfer to reserves:

During the year under review the Board of Directors of your Company has decided not to transfer any amount to General reserves and the closing balance of profit and loss account of the Company as at 31st March, 2024, after all appropriation and adjustments, was Rs 885.06 lacs.

13. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Pursuant to the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as 'IEPF Rules'), the amount of dividend remaining unpaid/ unclaimed for a period of seven years from the date of transfer to the unpaid dividend account, is required to be transferred to the Investor Education and Protection Fund ('the IEPF'). The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Company's website i.e. www.bombaymetrics.com.

14. Corporate Governance:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs10 Crore and Net Worth not exceeding Rs25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

15. Non Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter

XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS.

As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

16. Public Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

17. Directors and Key Managerial Personnel:

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 8 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, Three NonExecutive Director and Four Independent Non-Executive Directors.

The details are as below:-

The NRC identifies and ascertains the integrity, professional qualification, areas of expertise and experience of the person, who is proposed to be appointed as a director and appropriate recommendation is made to the Board with respect to his / her appointment to maintain balance, ensure effective functioning of the Board and ensure orderly succession planning. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

18. Directors' Responsibility Statement:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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 as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for 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 annual accounts for the year ended 31st March, 2024 have been prepared on a going concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. Auditors:

i) Statutory Auditors:

M/s. Rajendra & Co., Chartered Accountants (Firm Registration No. 108355W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to AGM to be held in the year 2026, at the AGM held on July 12, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors' Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report. The Auditors have not reported any frauds.

ii) Secretarial Auditor:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2023-24.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023-24 is given by M/s. DSM & Associates, practicing Company Secretary for auditing the Secretarial and related records is attached herewith as “Annexure A” to the Board's Report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors, in their report.

iii) Cost Auditor:

Appointment of cost auditors is not applicable to company.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. ASA & Associates LLP, Chartered Accountants, Mumbai is appointed as the Internal Auditors of the company for the Financial Year 2023-24.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

21. Declaration by an Independent Director(s):

The declarations required under Section 149(7) of the

Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

22. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

23. Details of the Complaint Received/Solved/Pending during the year:

24. Evaluation of Board, Its Committee, and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

25. Board & Committee Meetings:

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee meetings is circulated to all the Directors as per the Provisions of Companies Act, 2013 and rules made thereunder. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

a) Board Meeting and Attendance:

During the financial year 2023-24, Five (5) Board Meetings were held on May 22, 2023, July 12, 2023, November 06, 2023, January 04, 2024 and March 11,2024 and the gap between two Board Meetings did not exceeds limit as required under the Companies Act, 2013 & Circulars made thereunder.

Details of attendance at the Board Meeting of each Director are as follows:

'Appointed with effect from May 22, 2023. b) Audit Committee Meeting and Attendance:

During the Financial Year 2023-24, total Four (4) Audit Committee Meetings were held on May 22, 2023, July 12, 2023, November 06, 2023 and March 11,2024.

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.

The composition of the Audit Committee as on March 31,2024 along with the details of the meetings held and attended during the aforesaid period, is detailed below:

'Effective from November 06, 2023, Mr. Hiten Sanmukhlal Shah, Chairman of the Committee has been appointed as a Member of Audit Committee and Mr. Prateek Jaju has been appointed as a Chairman of Audit Committee.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2023-24, Two (2) Nomination & Remuneration Committee Meeting was held on May 22, 2023 and March 11, 2024.

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The composition of the Nomination & Remuneration Committee as on March 31, 2024 along with the details of the meetings held and attended during the aforesaid period, is detailed below:

The Company Secretary of the Company act as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

d) Stakeholders Relationship Committee :

During the Financial Year 2023-24, One (1) Stakeholders Relationship Committee Meeting was held on March 11, 2024.

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The composition of the Stakeholders Relationship Committee as on March 31, 2024 along with the details of the meetings held and attended during the aforesaid period, is detailed below:

The Company Secretary of the Company act as Secretary of the Committee.

e) Independent Directors' Meeting:

The Independent Directors met during the financial year without the attendance of Non- Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

During the Financial Year 2023-24, One (1) Independent Directors Committee Meeting was held on March 11,2024.

The attendance at the Meeting is as under:

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as stipulated under Section 134(3)(m) of the Companies Act,

2013, read with Rule, 8 of The Companies (Accounts) Rules,

2014, is as below:

27. Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. These transactions with related parties during the financial year 2023-24 were material within the meaning and scope of Section 188 of Companies Act, 2013. Materiality w.r.t Transactions with Related Parties: The Transactions with Related Parties, if any are identified as material based on policy of materiality defined by Board of Directors. Any transaction which is likely to exceed/ exceeds 10% of previous year's Turnover of the Company during the current financial year is considered as Material by the Board of Directors. Thus the information pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached herewith as “Annexure B” to the Board's Report.

28. Vigil Mechanism:

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company's employees and the Company. The Vigil Mechanism Policy is available on Company's website at www.bombaymetrics.com.

29. Corporate Social Responsibility:

The Provisions of Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social Responsibility do not apply to the company for the period under review.

30. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

31. Risk Management:

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk management Policy have been uploaded on the website of the Company.

32. Particulars of Loans, Guarantees or Investments:

The particulars of loans given and investments made as at 31.03.2024 have been disclosed in the financial statements. There are no guarantees given by the Company as at 31.03.2024.

33. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during the financial year 2023-24, no case has been reported under the said act.

34. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.

35. Code of Conduct for Prohibition of Insider Trading:

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

36. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at www. bombaymetrics.com.

37. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to NSE Ltd where the Company's Shares are listed.

38. Compliance of Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

39. Management discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached as an “Annexure-C”.

40. Disclosure as required under clause 5A to Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

The Company or the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company has not entered into agreements among themselves or with a third party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

41. Consolidated Financial Statements:

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as 'the Act'), Regulation 33 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditor's Report, form part of this Annual Report. A statement containing the salient features of the Company's subsidiaries, associate and joint venture Company in the prescribed Form AOC- 1 is attached as an “Annexure D”.

During the financial year following Companies became / ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies:

42. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of company's operations in future.

7. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

8. There are no details to be disclosed under Section 134(3) (ca) of the Companies Act, 2013 as there has been no such fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

9. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise

10. During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

43. Disclosure under Section 197(12) of the Companies Act, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197 of the Act read with

rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in “Annexure E”.

44. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute “forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

45. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.