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IMEC Services Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 24.27 Cr. P/BV 0.90 Book Value (Rs.) 142.41
52 Week High/Low (Rs.) 128/8 FV/ML 10/1 P/E(X) 0.95
Bookclosure 21/04/2023 EPS (Rs.) 133.78 Div Yield (%) 0.00
Year End :2024-03 

VQUf Directors h^*e ptessure in presenting the SS*’' Anfujal Report or business and
operations along with the Audited Financial Statements of the Company for the year
ended March 31.2024

1., FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

(Rs. in Lakh)

Particulars

Standalone

Consolidated

31.03.2034

31.03.2023

31.03.2024

31.03.2023

Revenue from Operations
£ Other Income

644.50

BH.61

644.50

4354.69

Earning before finance cost
and depreciation

6.63

9 42

6 63

(65 02)

Depreciation and Financial
Charges

3 36

2.46

3.36

351.26

Profit/(Loss) before
exceptional items $ Tax

3 25

6.44

3.25

(417.25)

Exceptional items

-

-

-

37.27

ProFil/(LoBS) before Tax

325

6 44

3.25

(454 52)

Current Tax

-

-

-

-

Deferred Tax

-

0.02

-

0.02

income lax for earlier year

-

-

--

Prof il/( Loss) Afler Tax

3 25

6.42

3.25

(454.54)

Other Comprehensive
incomer(Loss)

(0.23)

007

(0.23)

4.39

Tolal Comprehensive
Income^ Loss')

302

6.49

302

(450.15)

The Company is engaged in providing management and consultancy services and also in
the business of trading of all kinds of goods meluding agricultural products, metal & metal
alloys sic. The Company's total turnover (including other income) on standalone basis
stood at Rs 644.50 lac tor the year ended March 31. 2024 as compared to Re 352 61
Lac m the previous year. The Company reported Comprehensive Profil of Rs.3 02 Lac as
compared to profit of Rs 6.49 Lac in the previous year or standalone basis. The
Company's total turnover (including other income] on consolidated basis stood at

-- -

Rs 644.50 Lac Tar the year ended March 31, 2Q2A as comsa^ed to Rs. 4354.-Q9 Lae in thfl
previous year The Company reported Comprehensive profit of Rs,3.D2 lac as compared
ip lass of Rs 450.15 Lac in the previous year on consolidated basis Management is
evaluating various propositions to improve the financial situation and is Hopeful of arriving
out of the distressed financial position

£ DIVIDEND:

Considering the continued weak performance of rhe Company, the Board of Directors of
your Company expresses their inability to recommend any dividend Tor the year under
review.

3. AMOUNT TRANSFERRED TO GENERAL RESERVES:

The Company has nol transferred any amount to its general reserves during tt» year
under review

4. DEPOSITS:

During the year under review. Ihe company has not accepted any [deposits from public, in
accordance with the Provisions of Section 73 and 74 of the Companies Act. 2013 [The
Act") and ibe Rules framed thereunder. As on March 31. 2024, there were no deposits
lying unpaid or unclaimed

5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:

The Company had one Subsidiary i e RSAL Steel Private Limited {RSPL)

RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel products
and trading of Hot Rolled Coils. Cold Rolled Close Annealed, other steel products and Agro
Commodities The Consolidated Financial Statements presented by the Company includes
the l-mancial Statement of its subsidiary company as well.

Ttie National Company Law Tribunal fNCLT'), Mumbai Bench, vide Order dated January
9 2924 ('Insolvency Commencement OrdeO has initiated Corporate Insolvency
ResoMion Process rClRP1') based on petition Tied by Dena Bank under Section 7 of the
Insolvency and Bankruptcy Code 201$ ("the Code") Mr Rejender Kumar Girdhar IP
Registration No IBai/IPA-OD3f!P-N0CC4&r2Ol7-lSfl0396. was appointed as Interim
Resolution Professional (‘IRP’) to manage the affairs of the Company m accordance with
the provisions of the Code. 1n the first mealing of (he Commitlee of Creditors held on
October 9. 2019, Mr Rajender Kumar Girdhar had been confirmed as Resolution
Professional ("RPV "Resolution Professional ) for the Company. The Resolution Ptan duly
approved by the Commitlee of Creditors of the Corporate Debtor has been filed before
Hobble NCLT, Mumbai Bench and |he the Hobble NCLT. Mumbai Bench by an oral Order
pronounced on June 26. 2023, that it has approved the Resolution Plan in respect of the
Company's subsidiary under Section 31 of IBC, as amended The written Order of the
Hon'ble NCLT is as follows'

j- The Application IA No. t24D of 2021 in CP(IB) 2965 of 2013 is allowed and the
Resolution Plan submitted by L. G. Bala Kristina n and Bros Limited is hereby
approved It shai become etfective from this date and shall form part of this order
It shall be binding on the Corporate Debtor, its employees members, creditors
including the Central Government, any State Government or any I scat authority lo

whom a debl in respect of the payment of dues arising under any raw for the time
being m force :s due. guarantors

i- and other slaveholders invoked in the Resolution Plan.

^ In terms of Ihe judgement of Hon'ble Supreme Court in Ihe matter of Ghanshyam
M^shra and Sons Private Limited vs Edelweiss Assel Reconstruction Company
Limited (Civil Appeal No &1
29 of 2019 decided on 13 04 20211(3021 J SC 212 on
the date of the approval of the Resolution Plan by ihe Adjudicating Authonty. all:
Such claims which are not a part of ihe Resolution pEan, shall stand extinguished
and no person will be entitled to initiate Of continue any proceedings in respect to
a claim which are nol a pad of the Resolution Plan Accordingly no person
including the Central GevemmetH. any State Government or any local authority,
guarantors and other stakeholders will be entitled to mitiato or continue any
proceedings in respect to a claim prior to ClRPwhich rs not a part of the Resolution
Plan

> All Ihe pSS! liabilities including levies/tax dues to any Government authorities which
are hot part of Ihe Resolution Plan and pertaining to Corporate Insolvency
Resolution Process period shall stand extinguished from the date of approval ol
the Resolution Plan.

> The Morirtonng Agency as proposed in Section XII of the Resolution Plan shall be
constituted to Supervise and implement the Resolution Plan

> In accordance with Section 3ZA of the Code, the liability of the Corporate Debtor
for an offence committed prior to the cooimencamenl of the Corporate Insolvency
Resolution Process shall cease, and Ihe Corporate Debtor shall not be prosecuted
for such an offence committed prior to the commencement of Corporate Insolvency
Resolution Process from the date Of this order

^ AH the equity Shares and preference shares of the Corporate Debtor would stand
extinguished by way ol reduction in capital of the Company without any payment
to the shareholders holding such shares without the requirement of writing m words
'and reduced'. Such reduction of share capital shall not require any further
approval, act or action as required under the Companies Act. £Qi3 including
Section 66 of ihe Companies Ad. 2013 and such cancellation shall nol require Ihe
consenl of any of the creditors or shareholders of the Corporate Debtor.

^ The approval of the Resolution Plan sha:| not be construed as waiver of any future
sialuiory obligations and shall be dealt with by the appropriate AuthOnlieS m
accordance with law The Corporate Debtor may obtain necessary approval
required under any law for the time being in force from Ihe appropriate Authority
wilhm a period of ore year from Ihe date or approval of the Resolution Plan

^ The guarantors and third-party security jwov<ders (not being the Corporate Debtor
Or the Resolution App icent) shall continue to be liable to the Financial Creditors
for Ihe unpaid debl under their guarantees However, such guarantors shall not be
entitled
10 exercise any right of subrogation in respect of such amounts against the
Corporate Debtor anchor the Resolution Applicant

^ Qmcr reliefs and concessions not ccverud in the aforesaid paragraphs including
exemption from levy of stamp doty, fees and registration charges that may be
applicable in relation to this Resolution Plan and its implementation ere not
granted

-h The moratorium declared under Section H of ihe Cade shall cease lo have effect
from this date.

> The Applicant shall forward all records relating to the conduct of the GIRP and the
Resolution Plan to the IBBi along with the copy of this order for information.

^ The Applicant shall forthwith send a certified copy of this order to the CoC and the
Resolution Applicant respectively for necessary compliance

Pursuant to Section 129(3) of (he Act read wilh Rule 5 of Itte Companies (Accounts)
Rules. 2014, the statement containing salient features of the Financial Statement of the
Company's subsidiary i.e. RSPL in Form AOC-1 is not applicable to the Company The
Company has no joint venture or associate company

Further, pursuant to the provisions of Section 13S of lhe Act. the Financial Statements of
[he Company, Consohcated Finanoal Statements along with relevant documents and
separate Audited Financial Statements in respect of subsidiary of the Company, are
available on the website or the Company vi?
www jmecserviceiJn

None of the companies have become/ceased to be subsidiary (ies), joint ventures or
associate companies of the company during the reporting year. However, upon receipt of
the of the Order of the NCLT and implementation orthe Resolution Plan by lhe Resolution
Applicant. RSAL Steel Private Limned has ceased to be the Subsidiary of IMEC Services
Limiied and the Company shall not have any control over the affairs/managemeni of REAL
Steel Pnvate Limited

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS' REPORT AND
END OF FINANCIAL YEAR:

The Hon'bte National Company Law Tribunal, Mumbai Bench (NCLT) in Company Petition
No CP''ll (MB) 2022 vide order dated February 10. 2023 (the certified true copy of the
same was received on March 29, 2023) approved the Scheme of Reduclipn of share
capital of the Company, accordingly the Board of Directors have complied with the
directions mentioned in order and have also issued ants allotted the T9.00.000 fully paid-
up Equity Share(s) of Rs. 10A each, in raiao of 5 (five) equity scares, agamst every 132
(One hundred thirty two) already allotted equity shares The e-Fcrm INC 28 filed by lhe
Company dated Apnl 05. 2023 and has aSso been appraved/taken on record by the ROC.
Mumbai and accordingly the issued subscribed and paid-up equity share capital of the
Comply stands reduced to Rs 1 90 00,000/- constituting 19,00.000 futly paid'up Equity
Share(s) of Rs. 10
h each m ROC recqrds/MCA portal. The Company has also filed Listing
Ape-icabon with Bombay Stock E*change(BSE)which has been approved by the Bombay
Stock Exchange (BSE). The Company has also obtained new I SIN horn depositories and
has filed the corporate action with depositories The Company is in process of completing
the necessary activities post receipt of the NCLT Order, which shall be completed in due
course of time.

7. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARN3NGS AND OUTGO:

Conservation o1 Enurgy and Tflthnology Absorption

Considering (he nature d our activities, as slated under Section i34i3)(m] of the Act. in
conjunction with Rule 8(3) of the Companies (Accounts) Rules. 2014. the concept at
technology absorption and conservation does not apply to our Company. Our primary
focus lies in mitigating climate charge and promoting sustainable practices rather than
technology absorption

Foreign exchange earrings and outgo

During the year under review the company has not been engaged m or has net made any
foreign collaboration or has not exported or impoled any gooas or services. hence made
no Foreign Exchange Earnings or Outgo

8. BUSINESS RISK MANAGEMENT:

Pursuant to Section l34(3)(n) of the Act and Regulation 21 of Ihe Listing Regulations
related to Risk Management Fancy for assessment of risk and determining me response?
ro those risks so as to minimize their adverse impact on the orgamsalion is npt applicable
on the Company.

9. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL
APFOINTEOfRESlGNED DURING THE FINANCIAL YEAR:

A. DIRECTORS:

The composition of Board of Directors is in conformity with the applicable provisions of Ihe
Act and Lisling Regulations

As on March 31” 2024 the Board of Directors of the Company consists of Ms Swati
Kushwah Ý (DIN 0W94474) as a Woman Independent Director (Non-Executive). Mr.
Negendra Singh (OIN 07756704) as an Independent D rector (Non-Executive) and Mr.
Ra^sh Soni (DIN QQS74384) as a Non-Executive Director

As per the Provision of seevpn 152 (6) of the Companies Act. 2015. the Board of Directors
has recommended to (he Members
10 re-appoini Mr Rajesh Soni as the Director of the
company who shall be I.able to retire by rotation at the ensuing Annual General Meeting of
1he Company.

During the year under review there was no re-appoimment of any of the independent
Directors in the Company

In compliance with Regulation 3&{3) of the Listing Regulations, bnef resume expertise
and other details of the Director proposed to be appointed is grven in the Notice convening
the ensuing Annual General Meeting

8. KEY MANAGERIAL PERSONNEL:

During the FrrtarhCial year Ms Nidhi Arjanya has resigned from the Post of Compliance
Officer and Company Secretary w.e.f Fetwuary 29l". 2024 anti Mr. Prakash Madhavrao
Deehmukh appointed as a CEO of the Company w.e.f February 14
2Q2A

As on March 3 V. 2024 Mr. Abhistiek Saxena as a Chief Financial Officer of the Company

Furthermore, after the closure of financial year, the Board of directors has else appointed
Mr Adnan Kanehwala as a Company Secretary and Compliance Officer {designated as
Key Managerial Personnel) wef. May 30, 2024

Furthermore, after the closure of financial yeaT. the Board of directors has also appointed
Mr Piakash Madhavrio Deshmukh as a Whole - Time Director S CEO of the Company
'.v e f A jgust 12, 2024

Id. PERFORMANCE EVALUATION OF THE BOARD:

As per Regulation 17(10) of SEBI (LODR) Regulations 20i5, The evaluation or
independent directors shall be done by fhe entire board of directors. The current
com position of the 0oa rd of (he C ompan y comprises of two independent directors and on ly
one non-executive director Bence, to evaluate the performance of independent directors
ai a meeting there should be at least two member ouorum consisting of two non-ereoetive
directors has to be available as per Regulation 17{10) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. therefore
proper meeting could not be conducted for such evaluation. The Company is in process to
appoint suitable candidates Tor (he Position of Directorship in order to avoid non¬
compliance by the Company

11, MEETINGS:

A detailed notes along with the Notice of the Meetings is prepared and circulated in
advance to the Directors. Dunng the financial year, 6 (Six) Board Meetings, 4 (Four) Audit
Committee Meetings,
2 (Two) Stakeholders' Relationship Committee Meetings, however
in ihe Calendar Year the meeting of Nomination and Remuneration was not he'd but in
the next Calendar Year there was 1 (One) Nomination and Remuneration Committee
Meetings which was held on January 25. 2024 and was convened and held as per the
Companies Act. 2013 & Listing Regulations. The details of which are given in the
Corporate Governance Report which Forms part of Jhts report The intervening gap
between the two Meelings was within the period prescribed undo; the Acl/Listing
Regulations.

The details of composition of the Board Of Directors and its Committees are given in the
Corporate Governance Report whibh forms part: of Unis report

12, POLICY FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR
MANAGEMENT AND THEIR REMUNERATION:

The Board has adopted a policy for appomlmenl of Directors. Key Managerial Personnel's
and Senior Management and their remuneration, the extract of which is reproduced in the
Corporate Governance Report and website of the Company
www imei^jv'icesjfi

13, DIRECTOR'S RESPONSIBILITY STATEMENT;

Pursuant to the provisions of Section 134(3} (c) read with Section 134 {5) of the Ad, In
relation to the audited financial statements of (he Company for (fie year ended March 31,
2024 the Board of Directors of the Company hereby state and con-firms that

i) In Ihe preparation of the annual accounts for the financial year ended or March 31,
2024, the- applicable accounting standards read with requirements sel out under
schedule III to the act have been followed and r o material departures have been
made from the same;

if} The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent
so as to give a true and fair view of the slate of affairs of the Company at the end
of the financial year and of the loss of the Company for the year under review.

riii) The Directors have 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 Com pony and For preventing and detecting fraud
and other irregularities.

iv} The Directors have prepared the annual accounts/financial statements On a going
concern basts.

v) The Directors have laid down internal financial controls to to followed by the
Company and that such internal financial controls are adequate and were operating
affectively, and

vi ;Ý The Directors have devised proper systems to ensure compEiance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

14. STATU TORY AUDITORS;

At the 313' Annual General Meei.ng held on September 25 2Q19. the Members of the
Company had appointed M's Singhalwada &
Co {now know#as SCAN &Cc.) Chartered
Accountant. tndore. as Statutory Auditors of the Company For a term of Five consecutive
years to hold office from the conclusion of (hat meeting till the conclusion of the 36th
Annual General Meeting of the Company to be betd in 1024.

The Standalone end Consolidated Auditors' Report issued J?y MJs. SCAN & Co. (formerly
kncwn as M S. Smghatwadia iCo }, Chartered Accountants, Indore for the financial year
ended March 31, 2024 does not contain any qualification, reservation or adverse remark
or disclaimer and no explanation on part of the Board of Directors is called
far. However
the Statutory Auditors have in their Aurfil Report have put Emphasis on
a few Matters
drawing attention of the Members of the Company.

The Board of Directors at their meeting held on August M. 202a has deeded lo appoint
M.'s SCAN a Co (formerly known as M S Singhatwadia & Co.), Chartered Accountants.
Indore for the term cf five consecutive years commencing from conclusion this Annual
General Meeting till the conclusion Of 41K Annual General Meefing of the Company (from
Financial Year 2024^25 to 2028-29) subject to the Shareholders approval at ensuing
Annual General Meeting The Company has received a certificate from them lo (he effect
that their appointment as Statutory Auditors of the Company, would be witfun the liml
presorted y/$ I$g & 141 of the Companies Act 2013 and also received a peer review
certificate issued by the ICAI 'Peer Review Board', as required under [he provisions of
SEBI {Listing Obligations and Disclosure Requirements) Regulations. '2015.

Pursuanl lo the provisions of Section 204 of the Act. Rule 9 of the Companies
lAppoinlmenl and Remuneration of Managerial Personnel) Rules IQ 14 and the Listing
Regulations, ine Board of Directors of the Company ai rls meeting held on May 30. 2024.
have appointed M/s Barange & Associates. Practicing Company Secretaries Indore as
the Secretariat Auditor of the Company lo undertake the Secretarial Audit of the Company
For Ihe financial year 2023-24. The Seyetanal Audit Report in the prescribed Form MR-3
is annexed to this report as "Annexure-A'. The report does not eoniain any qualification,
reservation, disclaimer or adverse remark However, the Secretariat auditor has specified
sair-explanalory notes m their report

The Company has received con sen! from B Maksi Wali 4 Associates, Practicing
Company Secrelane s Indore to acl
as the Secretarial auditor for conducting audit of the
secretarial records for the financial year ending March 31.2025 as per section 204 of the
Companies Ad. .2012 During the year, there were no inslances of any fraud reported by
?ny of the aforesaid auditors to the Audit Committee or the Board.

16-INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act mad with the Companies (Accounts)
Rutes 2014. the Beard of Directors at its meeting held on May26. 2022, had appointed
IWs Nahata Mahajan 4 Co., Chartered Accountants a? the Internal Auditor of the
Company for the Financial Year 2 022-23. "Die respective report of Ihe Internal Audilor was
placed before the Audit Committee Meeting of the Board of Directors of the Company for
Iheir review and necessary action.

further, the Board of Directors at rts meeting held on May 29. 2023 had re-appointed M^s.
Nahata Mahajan 4 Co., Chartered Accountants. Indore as the Internal Auditor or the
Company for Ihe financial year 2023-24

Further, the Board of Directors at its meelirtg held on May 30,1024 had re-appointed Mrs
Nahata Mahajan 4 Co. Chartered Accountants, Indore as tha Internal Auditor of Ihe
Company for Ihe financial year 2024-25.

17. MAINTENANCE OF COST RECORDS;

The provisions of section 143 of Ihe Act. read wilh Rule 14 of the Companies (Audit &.
Auditors) Rules. 2014 relating to the cost audit are not applicable to the Company during
Ihe period under review.

ts. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY
COMPANY;

During tha year under review, (he Company has not made any loans or inveslmenls or
given any guarantees or provided any securities under the provisions of Section 136 of
the Acl

The existing loans given, investment made, guarantees g:ven and/tw securities provided
are mcompl-.ance wilh ihe provisrons of the Act and Rules made (hereunder and details
thereof are given in the Notes to the Financial Statements of tho Company.

19, RELATED PARTY TRANSACTIONS:

Alt Mnlracls/arrangemenls/tr^nsaclipns entered during the financial year by the Company
with 1 ie related parlies were in the ordinary course of business and on arm's length basis
The Audit Committee grants omnibus approval for the transactions that are in the ordinary
course o! business and repetitive m naiuie For oihor transactions, the Company obtains
specific approval of the Audit Committee before entering into any such transaction
Disclosures aboul the related paly transactions which were in the ordinary course of
business and on arm's length basis have bean made in Note No. 26 to ihe Financial
Statement. There were no materially significant related party transactions entered mtotjy
tha Company.

the policy on related party transactions as approved by (he Board of Directors is available
on the website of Ihe Company vir
www imecservices.in

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company is rto1 required to constitute a Corporate Social Responsibility Committee
as H does not fall within purview of Section 135( i Ý of the Act and hence it is not required
to formulate policy on corporate social responsibility.

21.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE:

* The Company ha? received notice of the Cusioma'DGFT to provide documents
against fulfilment cl expert obligatos under the advance licenses issued in
2010. The Company has already assigned and transferred its all assets and
iLabiiities/obiigations, including but nol limited to duty free imported raw male rials
to R$AL Steel Private Limited {a subsidiary of ihe Company
/ RSPL} through
the Slump Sale Agreement dated 30 03 2011 RSPL is presently under ClRF
The Company has also filed Interim Application in NGLT, Mumbai: in CF No.
2965 of 2013 in respect of the said export obligations, which is pending before
the NCLT, Since Ihe said Contingent
Liability was already disclosed by the
subsidiary company in their audiied financial statements subsequenl to the
slump sale agreement tilt March 31, 2022. the Company has not disclosed sa d
liability along with applicable interes! as Contingent Liabilities in the current
Financial Statement

22 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate wifi the size, scale and
oomptoxity of its operations The scope and authority of the Internal Audit function is
defined in lha Internal Audit Manual To maintain ils objectivity and independence, the
Internal Auditor reports lo the Chairman of Ihe Audit Committee of the Board.

The internal Auditor monitors and evaluates Ihe efficacy and adequacy of internal conlrol
System in the Company, its compliance with operating systems, accounting procedures
and policies of Ihe Company

Based on the report or internal audit function, process owners undertake corrective action
m th-e-ir respective areas and (hereby strengthen the controls Significant audit
observations and recommendations atong with corrective actions thereon are presented
la 1he Audi! Committee of the Board The Internal financial controls with reference to the
financial statement were adequate and operating effectively.

23. WHISTLE BLOWER POLICY^ VIGIL MECHANISM:

The Company has a mechdnsin called the Vigil Mechanism' and a policy to facilitate rts
employees and Directors to voice their concerns Of observations without fear or raise
reports of instances of any unethical or unacceptable business practices or events of
misconduchunethital hehavior, actual or suspected fraud and violation of Company's
Code of Conduct etc. to the Chairman of the Audit Committee The Hid Policy ensures
that strict confidentiality is maintained whilsl dealmg wilh concerns and also that no
discrimination Wi'i be meted out to any person for a genuinely raised concern. The Whistle
Blower Policy i s di setosed on the website of the Compa ny vtz
www imp ^services in

24. PARTICULARS OF EMPLOYEES;

Disclosures pertaining to remuneration and Other details as required under Section
197(12} or the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rotes. 2014 are provided in "Annexure’B" forming part of the
Board's Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, £0i4,
a statement showing the names of the top ten employees in terms or remuneration drawn
and other particulars of the employees drawing remuneration in excess of the limits set
out in the said rules whrch farm pa rt of Ite Director's Report wil I be made available to any
shareholder on request, as per provisions of Section 136(f) of the Ad.

2b. CORPORATE GOVERNANCE;

Your Company is committed to maintaining the standards of Corporate Governance and
adhering to the Corporate Governance requirements as sel out by the Securities and
Exchange Board of India

As per Regulation 34 of the Listing Regulations, s separate section on corporate
governance practices together with a certificate from the Statutory Auditors of the
Company regarding the compliances of conditions of Corporate Governance, forms part
of this Annual Report

26 SECRETARIAL STANDARDS;

As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate
thereon, and the Management Discussion and AnaEysi Report are attached, which forms
part of this report

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretanal Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively

During the year, your Company is in compliance with ;he Secretarial Standards specified
by pie Institute of Company Secretaries of India

27. MAN AG E M ENT D1 SC USSlO N AND A N AL YS IS REPORT:

As stipulated un<#er the provisions of Regulation 34 pf the Listing Regulations.
Management Discussum ft Analysis Report terms an integral part of this Report and
provides details on overall Industry Structure end Developments, financial and operational
performance and other material developments during financial year under review.

23. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:

The Company upholds a strong commitment to preventing sexual harassment and
teslenng a posifive wort environment fd all its employees. In accordance with the
provisions of the Sexual Harassment of Women at Workplace {Prevention. Prohibition and
Redressal) Act 201 3 {Sexual Harassment tfa Company has implemented a Policy
For prevention prohibition and redressal of sexual harassment of women al workplace.
The primary objective of this policy is to create
a secure and inclusive workplace where
employees can thrive and contribute their best without any hindrance or fear

The provisions relating to the constitution Of the Internal Complaints Committee are not
applicable to the Company

The status of complaints as on March 31, 2024 under the Sexual harassment Ad is as
under:

1 Number of complaints pending as at the beginning of the year NIL

2 Number of complaints received in the year, nil

3. Number of complaints disposed off during the year- NIL
4 Number of complaints pending as at the end of ihe year Nil

29. ANNUAL RETURN;

In compliance with the provisions of Sactmn 92(3) and Section of the

Companies Ad, 2013, the Annual Return Of the Company for |he financial year ended
31st March 2023 has been uploaded on the website of the Company vif
www.nnecsennces irr

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2Xf) of the Listing Regulations, related to Business Responsibility
and Sustain ability Report are not applicable on the Company.

31. LISTING AT STOCK EXCHANGE:

The Company's Equity Shares are continued to be listed on BSE Limited

32. SHARE CAPITAL:

The fully paid up Equity Share Capital of the Company as on March 31. 2024 was Rs
1.90,00,ODD/- constituti eg
1 S.GG.tKH} equity sha res of Rs 1 [W- each. There was no change
in the share capital during the year under review However, post reduction of share capital
of the Company, the e^Form INC 26 was filed by She Company and that has also been

apjHOvedflaken on record by the FtOC. Mumbai on May 11, ?0£3 and accordingly (he
issued, subscribed and paid-up equity share capital of the Company stands reduced lo
Rs 1.90.00 OQOf- constituting 19,GO,000 fully paid-up Equity Shares) of Rs 10/- each in
ROC reoords/MCA portal

33. CERTIFICATION BY CHIEF EXECUTIVE OFFICER 4 CHIEF FINANCIAL. OFFICER:

The Board of Directors have received a certificate Iron Chief Financial Officer (duo to the
vacancy in the office of the Chief Executive Officer of the Company, the sard Certificate
was only Signed by the CFO) of Ihe Company as specified in Part B of Schedule II of
Regulation 17 (B) of the Listing Regulations

34.INDUSTRIAL RELATIONS:

Reiahons with (he employees continued to remain cordial throughout the year Your
Directors wish to place on record Iheir appreciation for sinters end dedicated services
rendered by the executives and slaff at all levels

35 HUMAN RESOURCES

The foundation of your Comjwn/s success lies in its human resources, Which opens up
countless possibilities far Ks business Our dedicated workforce drives efficient operations,
fuels market development and expands our range of services. By prioritizing continuous
learning and development, and implementing effective talent managemenl practices, we
ensure that the Organisation's talent needs are mel The exceptional employee
engagement score demonstrates the strong commitment and pride our employees feel as
valued members Of the Company

The Group'5 Corporate Human Resources plays a critical rote in your Company's latent
management process.

36. OTHER DISCLOSURE

Other disclosures as per provisions of Section 134 of Ihe Act read with Companies
(Accognls) Rules. 2014 are furnished as under

1 The Company has rot issued any sweat equity shares during the year under review and
hence no information as per provisions or Section 54( 1 )(d) of the Act read with Rote 8(13)
Of Ihe Companies (Share Capital and Debenture) Rules, 291
A is furnished.

2. During the year under review. Ihere were no applications made or proceedings pending
in the name of Ihe Company under the Insolvency Bankruptcy Code. 2016,

3 During the year under review, there has been no one lime settlement of Loans taken
from Dar&sand Financial Institutions.

4 There was no failure to implement any Corporate Adion

5 Dunng the year under review, there was no change ini Ihe nature of business of the
Company.

37. AC K NO WL EDGE M EN T:

Your Directors take this opportunity to thank the Company's customers, shareholders,
suppliers, bankers, business psrtrers/essooates financial mstttutions and various
regulatory authorities including Securities and Exchange Board or India {SEBI). the
Bombay Stock Exchange (BSE). Ministry of Corporate Affairs (MCA). Regislrar or
Companies (ROC), National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for lheLr consistent support and encouragement to the
Company l am sore
you will join our Directors in conveying our sincere apprecialion to ail
employees of the Company and its subsidiaries and associates tor their hard work and
oommi.tinent Their dedication and competence have ensured that the Company continues
to be a significant player In the industry

By Order of the Board of Directors
For IMEC Services Limited

Sd/- Sd*-

Date: August 12, 2024 Swati Kushwah Rajesh 3pm

Place: Indore Director Director

DIN:QB494474 DINrfMS74384


 
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