Orient Ceratech Ltd

To

The Members,

Your Directors are pleased to present herewith the 53^rd Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2024.

1) FINANCIAL PERFORMANCE:

(Rs. In Lakhs)

2) COMPANY'S PERFORMANCE AND OPERATIONS:

The Company's performance improved during the year under review. The standalone revenue for the year ended 31st March, 2024 stood at Rs. 31,698.41 Lakhs as against Rs. 28,384.93 Lakhs in the previous year. The rise in revenue is mostly attributable to increase in the sales as well as change in product mix. The total income from operation (including other income) grew by 9.94% and stood at Rs. 32,248.45 Lakhs as against Rs. 29,331.64 Lakhs in FY 2022-2023. Consequently, Net Profit after Tax increased by 35.47% and stood at Rs.1,710.57 Lakhs as against Rs. 1,262.65 Lakhs in the previous year ended 31st March, 2023.

The Company reported an increase in export sales which stood at Rs. 8,848.54 Lakhs as against Rs. 6,096.23 Lakhs in the previous year ended 31st March, 2023. This growth is attributed to several factors viz. increase in repeat orders from key accounts, expansion into new markets, and a decrease in global inflationary pressures boosting demand.

On consolidated basis, total income from operation (including other income) grew by 2.04% and stood at Rs. 31,639.17 Lakhs as against Rs. 31008.44 Lakhs in FY 2022-2023. Consequently, Net Profit after Tax increased by 33.80% and stood at Rs.1,901.77 Lakhs as against Rs. 1421.35 Lakhs in the previous year ended 31^st March, 2023.

Your Company also runs wind power plants of 11.1 Mega Watt (M.W.) in Rajasthan and Karnataka, which are operating satisfactorily. During the year under review, the gross revenue from the sale of power stood at Rs. 733.69 Lakhs as compared to Rs. 690.71 Lakhs in the previous year ended 31st March, 2023. The Company is also deliberating on measures required to be taken for further improvement.

Your Company has a power plant capacity of 18 M.W. out of which 9 M.W. is coal based whereas 9 M.W. is based on furnace oil. Due to high fuel costs and high per unit cost of power due to partial operations at the Porbandar plant, the power plant is operated on need basis.

The Company also deals in the business of Chamotte product, which is mainly used as raw material in the refractory industry. The Company had signed a Memorandum of Understanding (MOU) with Ashapura Minechem Limited, Associate Company of the Company for manufacturing of Chamotte on job-work basis. Since the Company had a sizable customer base for Refractory products, the Company received and processed the customer orders for Chamotte. Therefore, during the year under review, in order to eliminate the job work process and its associated costs, the Company purchased the Chamotte Plant / Unit located at Baraya, Gujarat, along with its associated Land & Building from Ashapura Minechem Limited enabling the Company to manufacture directly and to drive the entire value chain of Chamotte products through the Company.

During the year under review, there was no change in the nature of business of the Company.

3) CHANGE OF NAME OF THE COMPANY

The Company manufactures and distributes specialty value-added ceramic goods like ceramic proppants for the oil and gas industry as well as ceramic solutions for the abrasives and refractory industries. The Company also caters to several industries beyond the Abrasives Segment. Further, the Company also has plans to consolidate its position in the field of advanced technology-based ceramics.

Accordingly, during the year under review, the Company changed its name from ‘Orient Abrasives Limited' to ‘Orient Ceratech Limited' to better reflect its business activities. The word "Ceratech" accurately reflects the business of the Company and conveys the essence of the Company's operations and future vision and aspirations.

The said change in the name was duly approved by the Shareholders of the Company through the Postal Ballot resolution dated 17^th May, 2023 and subsequently, the approval of Registrar of Companies (ROC), Maharashtra, Mumbai, was also received for the said change of the name w.e.f. 26^th May, 2023. To reflect the change of name in the regulatory authorities' records, the essential steps have been taken.

4) DIVIDEND:

Considering the business performance and the dividend history of the Company, your Board of Directors is pleased to recommend a dividend of Re. 0.25 (25%) per Equity Share of Re. 1/- each, fully paid on 11,96,39,200 equity shares of the Company, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The Dividend will be paid out of the profits for the year.

The Dividend if declared will involve a total outflow of Rs. 299.10 Lakhs which will be subject to deduction of tax at source as applicable and shall be paid to the members on or after 30^th September, 2024, whose name appears in the Register of Members, as on the Record date i.e. 23^rd September, 2024.

5) TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to General Reserve.

6) SHARE CAPITAL:

During the Financial Year 2023-2024, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on 31^st March, 2024, the Company is having authorized share capital of Rs. 18,00,00,000/- (Rupees Eighteen Crores only) consisting of 14,00,00,000 (Fourteen Crores) Equity Shares of Re. 1/- each and 4,00,000 (Four Lakhs) 6% Redeemable Cumulative Preference Shares of Rs. 100/- each.

The issued, subscribed and paid-up equity share capital of the Company remains unchanged. The break-up of issued, subscribed and paid-up equity share capital is provided in Note No 14 of Financial Statements.

The Company, during the year under review, has not issued shares with differential rights as to dividend, voting or otherwise or bought back any of its securities. The Company has not issued any sweat equity/bonus shares/employee stock option plan, under any scheme.

7) TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 ("the Act"), your Company has transferred Rs. 10,11,428 /- during the year to the Investor Education and Protection Fund (IEPF). This amount was lying as unclaimed/ unpaid dividend with the Company for a period of 7 (Seven) years after the declaration of Final Dividend for the Financial Year ended 2015-16.

Further, as required under Section 124 of the Act, 47,700 equity shares, in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more, have been transferred by the Company to IEPF during the Financial Year under review. Details of said shares have been uploaded on the website of IEPF as well as the Company at www.orientceratech.com. As on 31^st March, 2024, a total of 36,94,598 Equity Shares of the Company were lying in the Demat A/c of the IEPF Authority.

The shareholders have an option to claim their shares and / or amount of dividend transferred to IEPF, in the prescribed form available on www.iepf.gov.in. No claim shall be entertained against the Company for the amounts and shares so transferred.

The Company has initiated necessary action for transfer of shares in respect of which dividend has not been paid or claimed by the members consecutively since FY 2016-17.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. Any further dividend received on such shares shall be credited to the IEPF Fund.

8) DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9) SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY:

As on date, the Company has two wholly owned subsidiaries (i) Orient Advanced Materials Private Limited (OAMPL) (ii) Orient Advanced Materials FZE (OAMFZE).

During the financial year under review, OAMPL performed significantly and increased its revenue by 149.95% which stood at Rs. 6520.23 Lakhs as compared to the previous year and reported a net profit after tax of Rs. 197.97 Lakhs as against the net profit of Rs. 170.83 Lakhs in the previous year. OAMPL has become material subsidiary of the Company from FY 2023-24.

In order to meet the financial requirement of OAMPL, the Company, during the year under review, invested further capital of Rs. 5,00,00,000/- (Rupees Five Crores Only) on 26th May, 2023. OAMPL issued and allotted 50,000 Equity Shares of Rs. 10 each at a premium of Rs. 990/-each to the Company.

Further, Orient Advanced Materials FZE is yet to commence its business.

10) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2024 AND 14^th AUGUST, 2024:

Except as mentioned herein above, there have been no reportable material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

11) CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries, has been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to the provisions of the said Section, a statement containing salient features of the Financial Statements of the Company's subsidiary (in Form AOC - 1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial Statements and all other documents required to be attached to this Report and Financial Statements of subsidiary(ies), have been uploaded on the website of the Company at www.orientceratech.com

12) SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS:

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.

13) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ‘Corporate Governance' along with the Certificate from M/s. Sanghavi & Co., Chartered Accountants regarding its compliance and ‘Management Discussion and Analysis Report' as stipulated by Regulation 34 of the Listing Regulations are set out separately, which form part of this Annual Report.

14) DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the PROFIT of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31^st March, 2024 is as below.

# w.e.f. 12^th April 2023, Mr Manan Shah was appointed as a Managing Director of the Company.

* w.e.f. 3^rdAugust, 2023, the designation of Mr. Manubhai Rathod was changed from Whole-time Director & CEO to Whole-Time Director (Operations).

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Hemul Shah, Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of Companies Act, 2013 and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

i) Re-appointment of Mr. Manaubhai Rathod, Whole Time Director (Operations)

During the year under review, the Board of Directors re-designated Mr. Manubhai Rathod from Whole Time Director & CEO to Whole Time Director (Operations), with effective from 3rd August, 2023. Further, the Shareholder at the last Annual General Meeting held on 25^th September 2023, re-appointed Mr. Manubhai Rathod as Whole Time Director (Operations), for a period of three years w.e.f. 15^th June, 2024.

ii) Appointment of Mr. Manan Shah as Managing Director:

During the year under review, the Board of Directors appointed Mr. Manan Shah (President of the Company) as Managing Director w.e.f. 12^th April, 2023 for a period of three years. His appointment was duly approved by the shareholders by way of postal ballot on 17^th May, 2023.

c) Key Managerial Personnel:

Mr. Manan Shah, Managing Director, Mr. Manubhai Rathod, Whole Time Director (Operations), Mr. Vikash Khemka, Chief Financial Officer, and Mrs. Seema Sharma, Company Secretary & Compliance Officer, continue to be recognized as the Key Managerial Personnel (KMP) of the Company during the year under review in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013.

Mr. Manan Shah till 11^th April, 2023 was recognized as KMP of the Company in the capacity of President and thereafter in the capacity of Managing Director w.e.f. 12^th April, 2023.

Pursuant to Section 134(3) (q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Remuneration and other details of Key Managerial Personnel and other employees for the year ended 31st March, 2024 are annexed to this Report.

d) Declaration by Independent Directors:

The following Non-Executive Directors are Independent Directors in terms of the provisions of Section 149(6) of Companies Act, 2013 read with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations").

a) Mr. Harish Motiwalla

b) Mr. Ketan Shrimankar

c) Mrs. Neeta Shah

The said Independent Directors are not liable to retire by rotation. The Company has received declarations from all the Independent Directors confirming that: -

- they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are independent from the management and there has been no change in the circumstances which may affect their status as Independent Director during the year.

- they have registered their names in the Independent Directors' Databank.

e) Board's Opinion Regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed:

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company's business(es) and sector(s) for the Company to function effectively.

f) Familiarization Programme of Independent Directors:

Please refer Point No 2(F)(c) on Familiarisation Programme in Report on Corporate Governance.

16) PERFORMANCE EVALUATION:

The Board of Directors adopted the performance evaluation policy with an objective of evaluating the performance of each and every Director on the Board, its various Committees, and the performance of the Board as a whole, which would contribute significantly to performance improvements at all the three levels i.e. the organizational, the Board and the individual director level, which in turn would help in increasing accountability, better decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy of the Company, the Board of Directors, in consultation with the Nomination & Remuneration Committee and Independent Directors, carried out & analysed the annual performance evaluation of all the Directors, the Board as a whole and its Committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance note issued by SEBI. The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as Director's knowledge and understanding of their role, Company's vision and mission, Director's Commitment, qualification, skill and experience, assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board, matters addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committee Members was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, committee composition, independence, contributions to Board decisions etc.

Further, the performance of Executive Directors were evaluated on certain additional parameters depending upon their roles and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management, development of plans and policies in alignment with the vision and mission of the Company, etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation, etc.

During the year, the Independent Directors met separately and discussed, inter-alia, the performance of Non-Executive Chairman, Executive Directors of the Company and the Board as a whole. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

The Board's evaluation report on performance of each individual Director and the Board as a whole was placed before the Board for appropriate analysis and confirmation.

Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

17) COMMITTEES:

The composition of committees constituted by the Board along with changes, if any, forms part of the Corporate Governance Report, which is a part of Annual Report.

18) NOMINATION & REMUNERATION POLICY:

Pursuant to the provisions of Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the recommendations of the Nomination & Remuneration Committee, adopted a Policy for selection and appointment of Directors, Key Managerial Personnel & Senior Management and for determining their remuneration, qualifications, positive attributes and independence of Directors. The policy also ensures that the relationship of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www.orientceratech.com. The details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

19) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in "Annexure A" to this Report.

20) MEETINGS OF THE BOARD:

During the year under review, the Board of Directors met 5 (five) times. The intervening gap between the consecutive meetings was within the period prescribed under the Companies Act, 2013 and as amended from time to time and the Listing Regulations. The dates of the meetings along with the attendance of the Directors therein have been disclosed in the Corporate Governance Report.

21) AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition has been provided in the Corporate Governance Report, which forms part of this Annual Report.

22) AUDITORS AND AUDITORS' REPORT:

(i) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sanghavi & Co., Chartered Accountants (FRN: 109099W), were re-appointed as Statutory Auditors of the Company for the second term for a period of five years w.e.f. conclusion of 51^st Annual General Meeting till the conclusion of 56^th Annual General Meeting to be held in the year 2027.

The Auditors' Report for the financial year ended 31^st March, 2024 on the financial statements (standalone & consolidated) of the Company forms part of this Annual Report.

Further, the Auditor's Report for the Financial Year ended 31st March, 2024 does not contain any qualification, reservation or adverse remark.

(ii) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors has, on recommendation of the Audit Committee, appointed M/s. Priyank Vyas & Associates, Cost Accountants, as the Cost Auditors of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company for the Financial Year 2024-2025 at a remuneration of Rs. 1,70,000/- (Rupees One Lakh Seventy Thousand Only) per annum plus Goods & Service Tax (GST).

Your Company has received consent from M/s Priyank Vyas & Associates, to act as the Cost Auditors of your Company for the financial year 2024-2025 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Members for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2022-2023 was filed with the Ministry of Corporate Affairs on 14^th September, 2023.

(iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Dipti Gohil, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2024.

The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure B".

Secretarial Auditor's observations:

Further, the Secretarial Audit Report for the Financial Year ended 31st March, 2024 does not contain any qualification, reservation or adverse remark.

23) INTERNAL CONTROL SYSTEM & THIER ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operations. The Audit Committee reviews the adequacy and effectiveness of Internal Control System.

The Company appointed M/s. Atul HMV & Associates LLP, Chartered Accountants, as its Internal Auditors for Financial Year 2023-2024. They carry out periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

Besides this, the Company is using ‘SAP' Systems, an advanced IT business solution platform, to achieve standardized operations that ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in line with the best global practices.

24) CORPORATE SOCIAL RESPONSIBILITY:

Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per requirements of the Companies Act, 2013, the Company has duly constituted Corporate Social Responsibility Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of composition of CSR Committee etc. are provided under the Corporate Governance Report.

25) REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee / Central Government under Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

26) VIGIL MECHANISM- WHISTLE BLOWER POLICY:

The Company has vigil mechanism named as Whistle Blower Policy, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations, wherein the employees/directors can report the instances of unethical behavior, actual or suspected fraud, mismanagement or any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to a genuine Whistle.

The said Policy is available on the website of the Company viz. www.orientceratech.com. During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism).

27) RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with best corporate practices, the Company assesses the risks in the internal and external environment which enables the management to monitor, evaluate and execute all mitigation actions in this regard and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

28) RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered into by the Company during the Financial Year under review with the Related Parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered into contract/arrangement/transaction with the Related Parties which are considered as material in accordance with the Company's Policy on Related Party Transactions and for which approval of members has been duly taken. The disclosure in Form AOC-2 is attached herewith as "Annexure D".

The Company places all Related Party Transactions before the Audit Committee and also before the Board of Directors for its approval on quarterly basis. The omnibus approval was obtained from the Audit Committee in respect of transactions which are repetitive in nature, in accordance with the Company's Policy on Related Party Transactions. The Audit Committee also reviewed the details of such Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is available on the website of the Company viz. www.orientceratech.com.

Your Directors draw attention of the members to Note nos. 39 & 39 A to the financial statements which sets out related party disclosures.

29) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5 & 6).

30) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on:

1. Meetings of the Board of Directors

2. General Meetings

3. Reports of the Board of Directors

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in "Annexure E" to this Report.

32) ANNUAL RETURN:

In accordance with the provisions of sections 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company is available on its website www.orientceratech.com.

33) PENDING APPLICATION OR PROCEEDING UNDER THE INSOVENCY AND BANKRUPTCY CODE, 2016:

There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year against the Company as at the end of the financial year.

34) DETAILS OF SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTION:

There is no one time settlement entered into with the Banks or Financial Institutions for the FY 2023-2024.

35) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. An Internal Complaint Committee (ICC) has been constituted for safe working environment where all employees treat each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regard, provides a forum to employees to lodge Complaints, if any, therewith for appropriate redressal.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management is happy to take the same on record. The said Policy is available on the website of the Company viz. www.orientceratech.com.

36) ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, government & government agencies, shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its Management during the year under review and look forward for their contributed support in future.