Sarda Energy & Minerals Ltd

<dhhead-DIRECTORS' REPORT</dhhead-

The Directors have pleasure in presenting the Annual Report for the financial year 2022-23 and the Audited Accounts for the year ended 315t March 2023: -

1. FINANCIAL PERFORMANCE: (Rs. In Millions)

2. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

During the financial year 2022-23, on a standalone basis, your Company posted total revenue of Rs. 821.81 Mn as against a total revenue of Rs. 1351.26 Mn in the previous year. The profit after tax was Rs.205.33 Mn as against Rs.793.46 Mn in the previous year.

On a consolidated basis, your Company posted total revenue of Rs. 6903.11 Mn as against a total revenue of Rs. 6660.34 Mn in the previous year.

Your directors are putting in consistent efforts and are confident to present better financial results in the forthcoming years.

3. TRANSFER TO RESERVES:

The Board does not propose any amount for transfer to the General Reserve.

4. DIVIDEND

Considering various investments required for expansion of the business of your Company, it is important to strengthen the cash position of the Company and therefore your Company does not propose Dividend for the financial year 2022-23.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:

There were no other material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this report.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no major change in the Company's nature of business during the year.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant and/or material orders have been passed by the regulators or courts or tribunals impacting the going concern and Company's operations in future.

8. STATEMENT UNDER SECTION 134 (3) (d) OF THE COMPANIES ACT, 2013 INDEPENDENT DIRECTOR

The Company is not required to have Independent Directors.

9. STATEMENT UNDER SECTION 134(3)(o) OF THE COMPANIES ACT, 2013 CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility as contained under the Companies Act, 2013 are applicable to the Company for the financial year 2022-23.

Average Profit of the Company for the last three Financial Years for calculating amount to be spent towards CSR activities for F.Y.2022-23

The annual report on CSR is attached in Annexure III

10. INTERNAL FINANCIAL CONTROL:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively.

11. RISK MANAGEMENT POLICY:

We have adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize the impact of these risks where it is deemed necessary and possible, and a process to monitor them on a regular basis.

12. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:

Pursuant to the Accounting Standard A5-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of the following Subsidiary Companies:

1. Delhi Cargo Service Centre Pvt. Ltd

2. Cargo Service Center Skill and Training Academy Private Limited.

3. Mumbai Cargo Service Center Cold Chain Solutions Pvt Ltd

4. Cargo Service Center Gulf DWC-LLC

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the Auditors statements of accounts, along with the report of the Board of Directors and Auditor's report for the Company's subsidiaries

1. Delhi Cargo Service Center Pvt. Ltd.

2. Cargo Service Center Skill and Training Academy Private Limited.

3. Mumbai Cargo Service Center Cold Chain Solutions Pvt Ltd. are annexed herewith.

4. Cargo Service Center Gulf DWC-LLC

Pursuant to the Accounting Standard AS-27 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Mumbai Cargo Service Center Airport Private Limited.

Also as required as per proviso to Section 129 (3) of the Companies Act, 2013 a statement of the Company's holding in its Subsidiary Company is given in Form AOC-1 (Annexure I).

13. ANNUAL RETURN:

As required under section 134(3)(a) of the Companies Act, 2013 the Annual Return under section 92(3) for the financial year ended 31st March 2023 will be available on the website of the Company at https://www.cscindia.in/notices/

14. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met Seven times during the year.

15. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The Directors were paid the following remuneration for the financial year ended 2022-23: -

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

Particulars required to be furnished by the Companies as per Rule 8 of The Companies (Accounts) Rules, 2014, are as follows:

A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and Sub-Rule 3 (B) pertaining to Technology absorption are not applicable to the Company.

B. Foreign Exchange earnings and outgo:

17. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

18. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The List of Directors appointed and resigned during the year is as follows:

19. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT MADE DURING THE FINANCIAL YEAR 2022-23 UNDER SECTION 186:

The Company has not made any loans, guarantees, investments nor provided any security during the year under review except for the investment of Rs. 37.23 Mn in its wholly owned subsidiary - Cargo Service Center Gulf DWC - LLC. The details of Existing Investments are provided in note 9 of the financial statements.

20. PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES UNDER SECTION 188:

21. AUDITORS:

M/s. Yashpal Kumar & Co, Statutory Auditor of your Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be In accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Directors recommend their re-appointment in the ensuing Annual General Meeting.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated in the provisions contained in section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby state that:

(o) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

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

23. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the valuable support given by the Airport Authority, Customs Department, Bankers, Business Associates, and Management & Staff Members during the period under consideration.