Your Directors present the 38th Annual Report and Audited Accounts of the Company for the
year ended 31st March, 2024.

2. DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the
Financial Year 2023-24

3. PERFORMANCE

Looking to the highly competitive market scenano, your Company has done well. Your Company
is investing the Surplus Funds in mutual fund schemes to augment income.

4. DIRECTORS

a) In accordance with the provision of section 152 of the Companies Act, 2013 and the Companies
Articles of Associat on, Dr. Mukul Agarwal, Director retires by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for re-appointment.

b) Shrii Raj Kumar Gupta (DIN 00200238) having completed five years are seeking re-appointment
for five years by Special Resolution,

c) Ms. Manju Jain (DIN 06971010) attained the age of 75 years are seeking re-appointment by
Special Resolution,

it) Dr. K.B. Agarwal (DIN 00339934) having completed 5 years of appointment under regulation
17(A) re-appointment by Special Resolution

e) Further the Board appraised the performance or the independent directors and found their
contribution to the proceedings of the Board beneficial for the Company. They have attended
almost all the Board meetings and Committee meetings held from time to time. Further the
independent directors have given a ceciaration that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013.

____________ ..«- v raiip f~OP>

5. AUDITORS AND AUDITORS REPORT

The Present Auditors M/s. V.P. Aditya & Company, Chartered Accountant (Registration No.
000542C) will retire from their office at the ensuing General Meeting. They have confirmed their
eligibility to the effect that their re-appointment, if made, would be within the prescribed limits
under the Act and that they are not disqualified for re-appointment. You are requested to
consider their appointment The qualifications In the Auditors Report is seif explanatory and has
been described in the Notes on Account

6. DISQUALIFICATION OF DIRECTOR

The Practicing Company Secrotary has given a certificate that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or
continuing as a directors of Companies by the Board/MCA or any such statutory authority.

7. PARTICULARS OF EMPLOYEES

There are no employees getting salary in excess of tho limit as specified under the provision ot
section 197(12) of the Companies Act, 2013 read with mles 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

H. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy or technology absorption. There
is no foreign exchange earning and outgo during the year

9. LISTING WITH STOCK EXCHANGE

The Companies shares are listed with Bombay Stock Exchange Ltd., Mumbai.

The Company s shares are marketable in Demat mode only Shareholders are requested lo
convert their physical shareholding into Demal mode.

10. FINE LEVIED BY BOMBAY STOCK EXCHNAGE LTD

The Stock Exchange levied fine a totalling of of Rs.35.400/- under Regulation 29(2) 29(3) and
23(9) Rs.11.800/- Regulation 23(9) and Rs.23,600/- Regulation 29/3). The Company has
deposited the same on 22.03.2024 and 18 07.2023.

11 INCOME TAX PROCEEDINGS

Company s assessments are completed upto the assessment year 2023-24

12. AUDIT COMMITTEE

During the year the Committee held five meetings.

13. NOMINATION & REMUNERATION COMMITTEE

During the year the committee held two meeting..

14. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held tour meetings.

15. CORPORATE SOCIAL RESPONSIBILITY

Although the net profit at the close of the financial year is arrived at Rs.31,57,09.G13.83 but it
includes notional gain ot Rs. 31,67,99,823.00 on account of market valuation of investment which
is not to be considered for the purposes of CSR as per section 198 of the Companies Act 2013
This Company is not covered under CSR obligation as the profit is below Rs. 5.00 crore

17. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate
Govornance is enclosed as integral part of the Annual Report together with the Auditors
Certificate In compliance.

18. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges. Management
Discussions and Analysis Report forms part of this report.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of tha Companies Act, 2013 and Companies
(Appo ntment & Remuneration and Managerial Personnel) Rules, 2014 the Company
appointed Mrs. Ratna Tewart, Practicing Company Secretary of Kanpur (CP Membership
No. 197Q5) as Secretarial Auditors of the Company for the financial year 2023-24. The
Secretarial Audit Report for the financial year onded March 31 2024 is annexed to this

report. The Secretarial Audit Report does not contain any qualification reservation or
adverse remarks.

20. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in MGT- 9 is annexed hereto as Annexure A" ar
form integral part of this report.

21. RELATED PARTY TRANSACTIONS

Subject to Note No. 23 of the Annual Accounts there was no significant transaction
material nature with the related parties viz Promoters, Directors, Management or relativr
during the year and the provisions of Section 188 of the Company's Act, 2013 are n<
attracted.

22. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work in relation
remuneration of Directors, Key Managerial Personnel of the Company. The details of th
Policy is explained in the Corporate Governance Report.

23. RISK MANAGEMENT POLICY

The Company has endeavoured to develop and implement a risk management pole
Incorporating and identifying economic, financial and environmental risks.

24. EVALUATION OF BOARD AND ITS COMMITTEES

The evaluation of the Independent Directors was carried out by the entire Board excludir
the directors being evaluated. Further, the Board also carried out assessment of its ow
performance and that of its committees based upon criteria such as performance against s
objectives, contribution to the development of long term strategy and risk management, lev
of communication amongst the Board/Committee members and of the Board/Committe
members with Key Managerial Personnels.

25. MEETING OF THE BOARD OF DIRECTORS

The details of the member of meetings of the Board held during the financial year 2023-1
forms part of the Corporate Governance Report.

26. CODE OF CONDUCT

The Board of Directors has already adopted a Code of Ethics & Business Conduct for tl
Directors and Senior Managerial Personnel.

27. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that in the preparation of Annual Accounts, the applicable accounting standards had bee
followed and that there were no material departures,

II. that the directors have selected such accounting policies & applied them consistently ar
made judgments & estimates that are reasonable & prudent so as to give a true and fe
view of the state of affairs of the Company at the end of the financial year ended 3'
March, 2024 and of the profit of the Company for that year;

III that the directors had taken proper and sufficient care for the maintenance of adequa^-
accounting records in accordance with the provisions of the Companies Act, 2013, f.
safe-guarding the assets of the Company and for preventing and detecting fraud ar
other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis;

V. that the internal financial controls were laid down to be followed and that such internal
financial controls were adequate and were operating effectively;

VI. proper systems were devised to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively;

28. ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work¬
place : Kanpur For and on behalf of the Boai

Dated : 27.05.2024

(K.B AGARWAL)

CBKTrFIBO TO HF K T MfP CQP\ Chairman

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