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Suryaamba Spinning Mills Ltd. COMPANY PROFILE
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 43.98 Cr. P/BV 0.70 Book Value (Rs.) 214.02
52 Week High/Low (Rs.) 200/128 FV/ML 10/1 P/E(X) 37.50
Bookclosure 28/09/2024 EPS (Rs.) 4.00 Div Yield (%) 0.67
Year End :2024-03 

Ynitt Directors aie pleased re present the Seventeenth Annual Report on fee business and operations of the Company together "Vntli die Audited Financial Statements for the financial year ended March 31. 1024 "year under re"iet:."

1. FIN ANTLAE SLJMMARY AND STATE OF C OMFAST’S AFFAIRS

A nummary of “our Cdnttanv s lir.ancial results for the FinaaoiaJ "fear 2'.''22-14 [-: a: under

Particulars

As at year ended March 31.2*24

As at year ended March 31,2023

Revenue from operations

2EE57.-&

24,833.46

Other income

SO. 19

191.79

To[aL Revenue

2I,93"62

25,025.25

Earnings Before Interest. Taxes. Depreciation and Amortization

1,443.52

2243.61

Less i Finance Cost

572.98

556.31

Less Ý Depreciation and Amortization Expea:e

63 175

623.37

Profit before Tax

240.79

1,053.43

Less iTax Expenses

65.71

267.55

Profit for the period

175.07

790.33

Other Comprehensive Income (net of tax)

(20.25)

(6.09)

Toral Comprehensive Income

154.82

7S4.S0

Ear nines per share

5.97

26.97

Retained Earnings - Opening Balance

4,154.14

3,393.65

Add: Profit for the year

154.32

734.30

Dividend.

29.31

29 32

I rsnsfer to General Reserves

-

-

Retained Earnings - Closing Balance

4,279.63

4,154.14

2. ENDIAN ACC DIETING STANDARDS

The Company ha: adopted Indian Accounting Standard? ilnd .-.S' and the financial ::i!emeats have been prepared is per the Indian Accounting Standard Rules, I'll:, a: prescribed under Section Ý ill Ý of the Companies Apt 2013 read with. relevant Rules issued thereunder and trie other Accounting Principles sen stall Ý. accepted a: India

3. RESULTS OF OPERATIONS

I lie year under fCvtew was stressful Because of adverse market conditions, there is decrease in trie performance of the Company Burins the r ear under review vour ccimpair-: has earned the revenue from operations ?21.S5~.43 lathi

which was f.24.Sr.-:.46 lakhs during the financial yed£ 1021-213.

The operating profit lEEEDTAi of the Company has decreased from ^2,243.6llahks in the previous year Jo ul.44S.52 Lakhs in the current year, resulted into decrease of 35.44 15

Your Company recorded a net profit of ?154 SZ lakh; in the current year as compared to t~54.£0 lakhs in the previous year, registering a significant decrease of SO.2_ 5o The Company lias reported Earnings per 3hare of ^5.97 during the current year against ¥26.97 m the previous year

4. TRANSFER TO RESERVE

The Company has transferred "Nil to the general reserve cut of the amount available for appropriations for the financial year ended March 31. 2024.

5. DIVIDEND

Your Directors are pleased to recommend a dividend of ?1 - per share for the year ended March 31. 2024. subject to shareholders’ approval at the forthcoming 1Annual General Meeting (AGM of the Company The total outgo co account oi dividend to the shareholder; will be ¥29.32 Laklis (subject to deductitia ofTDS as per Section 194 of the Income Tax Act. 1961;

5. CAPITAL SiTRL’C TYRE

The Authorised Share Capital of the Company is notv ¥2 0.00,00. GOO-- divided into 2itHkO€10OQ (Twit crores.. number of equity shares of ¥ 10. - each

During the year under review the authorized A-ire capital of the Company campnsiag of 52Q,Ou,Q{t.OOO(Ri^etS! Twenty OTcre;1 divided into 50.00,000 -Fifty lakhs- Equity Share; of ¥10 each and 15.00.0i0 ['fifteen lakhs. Preference Share; of ?100 each which is now by passing rescludcii and amending MOA af the Company reclassified :ato 2.0-2.00.00 2 (Tufe-crore; equity shares of 110 each aggregating tc- ¥2O.0C.jS;'".:3i Ý P.ucee; Twenty crores Equity Share Capital

Koiv the amended Authorized Share Capital :: the Centrin': is ’20.v0.00.0t0 (Rupees Trnenlv Crete;' divided into 2,0i.i'O.t'OO Ý Two cores. Equity Shares of ¥l0 - Rupees Ten Only Ý each "

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been nc material changes and commitments affecting trie financial position cf the Comp an’.' which have occurred between the end of the financial year to which the financial statements relate and the date of the report. There ha; been no change in the nature of business cfthe Company

7. D IRE C TORS AND KEY !\ 1 ANAGERLAL PERSONNEL

a, Retirement by Rotation and subsequent re-appointment:

In terms of Article; of Association of she Companv and as per Section 152(6) cfthe Companies Act 2015, 2 3rd -of the Beard cf Directors is considered to be Directors liable to retire by rotation. of which 1 3rd sliali retire at every Annual General Meeting and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his. place

Consequently. Shri Yrrender Kumar Agarwal. Managing Dnee tor fDIX: 00013314}. retires by rotation at the ensuing Annual General Meeting and being eligible, ha; offered herself for re-appointment. The Board recommended his appointment et Item No. 3 of the Notice calling 1 nT-'- Annual Genera! Meeting for consideration of the shareholders.

bL Independent Directors;

Appointment:

During the year; on the recommendation of domination A Remuneration Committee. Suit. Nteraja Kart Ik (DIN: 05945-143) was appointed as an Additional Director m the -category of don-Executive Independent Director, subject to appro v si of the shareholders. for a term of? 'five) consecuti’e years w.e.f August id. 2023

Pursuant tc Section 161.1 .Ý of the companies Act. 2013, at the Sixteenth Annual General Meeting (AGM) held on September 0v. 2023- her appointment was regularized and approved fcv shareholders for a term of five (5) consecutive years w e.f August 12. 2023 up tc August 1 1.202E.

Re-appointment:

There was no reappointment during the period Cessation of Tenure:

During the year Shri Sushi] Kapadia (DEN: 01 "30944) Noil- Executive Independent Director successfully completed bis second term of five (51 years on Novatub-er 10. 2025 Under the Companies Act, 2013T an Independent director can serve a maximum. of two terms of fi"s years each, consequently he ceased to be director of tie C onip an- r.

Declaration by In dependent Directors:

The Independent Directors have submitted their disclosures to the Board fha: the-.' fulfill all the requirements as stipulated m Section 149(1$) of the Companies Act, lb 13 along \vi± rules framed there under and Regulation 16(l'>;bi of the SERI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

d. Key Managerial persoiinek

Pursuant to tiie Section 203 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel!- Rules. 2014 The Key Managerial Perscemel of the Company as on March 31.2024 are:

> Shri Ynender Kumar Agarvai. Chairman and Managing Director.

> Sent. Seema AsanvaL Joint Manas mg Director.

> Shri MavariL Agarvval. Whole time Director.

> Shri Gaj anan Cahatv; aria. Chief Financial Officer and

> Sint. Kriti Lediaa. Company Secretary jo Compliance Officer.

S. BOARD MEETINGS

During the .'ear four i 4 i Board Meetings were held The details of Board Meetings with regard tc their dates and attendance of each of the Director: thereat have been set cut m the Corporate Governance Report which forms part of this Annual Reports

9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND FNDITTDUAL DIRECTORS

Pursuant tc- the provisions of Companies Act, 2013 and Regulation 1” and Part D of Schedule H of SEBI (Lilting Obligations and Disclosure Requirements'. Regulations. 2015 Ý Listing Regulations'. read with SEBI Guidance Mote sated January 5, 201 . the Beard of Directors have carried out aii annual evaluation of its own performance. Board Committees and individual Directors.

the performance of the Board end its Committees was evaluated by trie Board after seeking incut: from all the Director;; and Committee Members. Evaluation of Beard is based on various aspect: sue!) a-: Board composition and structure, effectiveness ef Board processes. Board's focus, contribution in the long term strategic planning, information and functioning. etc. Similarly, evaluation of committee is based on criteria such as. structure and composition of Committees, their functioning, effectiveness of Committee meetings, etc.

The carameterc- for the perfcnuance evaluation of the Directors depend upon their roles and responsibilities, Director'-: profile ar.d include attendance, effective participation and contribution m meetings of the Board and Committee meetings, domain knowledge, vision, strategy, execution and performance of specific duties, etc At a separate meeting. Independent Directors evaluated die performance of Nor.-Independent Directors. Chairman and performance of the Board a: a whole:

Performance evaluation of independent directors was done by the entire beard., excluding the independent diiector being evaluated The manner in which the evaluation has been carried cut has been explained in the Corporate Governance Report.

10. DIRECTORE RESPONSIBILITY STATEMENT

Pursuant to Section 134i2i afthe Companies Act, 2015 .including any statutory modification!si or re-enactmentisl thereof fc: the time being in force) the Directors of the Compar.v c enthral that

i. in the preparation of the annual accounts for the "rear ended March 31. 202-S- the applicable accounting standards and Schedule IE of the Companies Act. 20 Id have been followed and there are no materia] departures, i:. the Director: have selected such accounting policies aod applied them consistently and made judgment: 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 March 51, 2024 and of the profit of the Company for rhat period; hi. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the asset: of the Compaw and for preventing and detecting fraud and other irregularities:

iv. the annual account: for the year e:ided March 51. 2024 have been prepared on a go Eng concern basis;

v. proper internal financial control laid down by the Directors to be followed by the Company and that such internal financial control are adequate and operating effectively: and

vi proper system to ensure compliance with the provisions of all applicable laws were m place and that such system: are adequate and operating effectively.

LL BOARD COMMITTEES

During the year, the Board of the Company had total three C ommittees namely Audit Committee. Nomination and P.emur.eretiou Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part cf thss Annual Report.

12. POLICY ON DIRECTORS’ APPOINTMENT,REMUNERATION AND OTHER DETAILS

Your Company has adopted a Nomination and Remuneration Policy for the Directors. Key Managerial Personnel ar.d Senior Management employees pursuant to the requirement of Section 1"E of the Companies Act. 2015 and

Listing Regulation* the salient features of the policy are set out in the Corporate Governance Report which forms pert of this .Annual Rep on.

liie said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors, on die Board of the Company and persona holding Senior Management position* in the Company, including their remuneration and other matter:- as provided under Section l-5 of the Act and Listing Regulations The Policy i-s also available on the website of the Company http: wwtv.s-urya amb a. com investc-rs pci tc i e s

13. VIGIL MECHANISM

Pursuant io the provisions of Section 177f9'} of the Companies Act. 2013. the Company has established a “Vigil Mechanism' incorporating whistle blower policy in terms of Regulation 22 of SEEI (Listing Obligations and Disclosure Requirementsi Regulations. 2015 for employees and Directors of the Company tor expressing the genuine concerns of nnethical behavior. actual cr suspected fraud. leaf: cr suspected leal: of unpublished price sensitive information or Ý‘delation of the codes of conduct by way of direct access to the Chairman Chairman of the Audit Committee. The Company has also provided adequate safeguards against vtctimizatio-a of employees and Directors who express their concerns.

The Policy on Vigil Mechanism and ‘vListie blower poliev as approved by the Board aia“ be accessed on the Company's website at the link- http: vw.viysur.aamfra.ccm investors policies

14. AUDITORS AND AUDITOR'S REPORT

a. Statutory Auditor:

Pursuant to the provisions of Section 139 cf the Companies Act 2013 read with the Companies '.Audit and Auditorsi Rules. 2014, M s Maaish N Jain Ji Co.. Chartered Accountants (Tt'Al firm Registration Number 13S43013"). Nagpur were appointed as the Statutory Auditors of tire Company to hold office from the conclusion of the 13’“ .Annual Genera: Meeting Ý AGM) until the eondusion of IfrJ- AGM

I lie Report given by the Auditors on the financial statements of the Company is part of this Report There has been no qudifkatiQiL reservation, adverse remark cr disclaimer given by the Auditors m their Report. The Auditor's Report tc the Shareholders for tire year under review does not contain any qualification or adverse remark.

The observations made in the Auditor s Report of M/s Manish N Jain tS: Co,. Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. Theie is no qualification, reservation, adverse mark or disclaimer by the Statutory Auditors in. their Report

b. Cost Auditor:

The Companv is maintaining the Cost Records, as specified bv the Central Gc vernmeiit under section 14S{! Ý of Companies Act. 2013 read vith Companies (Cost Records and Audit) Rules. 2014 The Cost Audit of the Cost and related records of the Company for the year 2023-24 was undertaken by Shn Ghanshyam Paiiwal Proprietor cfM s. G. R. Paiiwal & Co.. Nagpur the Coot Auditor of the Company.

The Board of Directors, on the recommendations made by the Audit Committee have re-appemted M s. G. R. Paiiwal & Co.. Cost Accountants (Firm Reg No lOCGff Ý. Nagpur as Cost Auditors of the Company fer the financial Ý‘ear 2024-25 to conduct cost audit of tire accounts maintained bv the Compaiiv

The hem iteration of Cos! Auditors has been approved by the Board ofPjrectors on the recomreeridatica of Audi!: Committee The requisite resolution For ratification of remuneration of Cost Auditors by members of the Company has beec set cut m die Notice of ensuing annual general meeting. The Cost Auditors have certified that then appointment is within she limit: of Section 141'.' |(jg) of the Companies Act. 2013 and that they are not disqualified from appointment avitliLii the meaiiina of the said Act.

c. Secretarial Auditor:

Pursuant to the provision:; of Section 204 of the Companies Act. 2213 read tvith the Companies (Apr ointment and Remuneration of Managerial Personnel.' Rules. 201—. the Board of Directors of the Company had appointed M Aarru Agiawal & Associates. Practicing Company Secretary. Nagpur. as the Secretarial Auditors of the Company for the financial year 2023-24

The Secretarial Audit Report submitted by Smi. Aarru Agrawal m die prescribed form MR- 3 is attached as ' Ann enure EF tc this report The Report of the Secretarial Auditor annexed to this Report ts self- explanatory and does not call for ap.v further clari^catum la addition tc die above and pursuant to SEBi circular dated, cune 15. 2021. a report on Secretarial Compliance for F Y 2023-24 has been submitted to steel: exchanges. There ere no observations, reservations or qualifications m die said report.

cf. Internal Auditor:

Pursuant ic the provisions of Section f 3S of die of the Companies Act, 2013 and die Companies (Accounts) Rules. 2014. on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M s Wadhwaoi SherLe 5: Cc, Chartered Accountant having Membership Humber 15L2S? to condtictthe Internal Audit of the Company as per Rule 13 of the Companies Ý Account: Ý R.uies, 2t 14 for the financial year 2023-24.

During the year under re vie tv the Internal Audit Report do not contain any adverse remarks or qualification on the functions and activities of the Company.

15. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors. Cost Auditors and Secretarial Auditor: have not reported any instances of hands committed bv the Ccmvaov by it: Officers or Emp levees, tc the Audit Committee under Section 143(12) of the Companies Act. 2013, detail: of which needs to be mentioned in this Report.

id, DEPOSITS

During die Ý.'ear under revietv. the Company has not accepted anv deposits from the public railing within ike ambit of Section "3 of the Companies .Act 2013 read with the Companies 'Acceptance of Deposits> Rules. 2014 i including any statutory dodific-ationfs) or re- enactments) thereof for the tune being in force).

17. REL ATED P ARTY TRANS ACTIONS

Ail related party transactions that ÝÝ‘ ere entered into during the financial year 2019-20 were on an arm's length basis and were m the ordinary course of business The Company had not entered into any contracts' arrangements transactions with related parties which could be considered material in accordance tvith the provisions of Regulation 23 of the SEBI Listing Obligations and Disclosure Requirements'1 Regulations. 2013 Accordingly, the disclosure of P.eiated Parr - Tran tactions as required under Section 13-3(3 )(h) of the Companies Act. 2013 ir. F orm AOC-2 is net applicable.

Ail transaction-: tvith related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Parr- Transactions, formulated by the Company.

Fcr the details of the related part;-' transactions. please reter Note No. 30 -of Note: 1g .Accounts to the ineaucial statements

IS. PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS UNDER SECTION 1S6 OF COMPANIES ACT. :013

During the year under review. the Company has not given any leans. neither provided guarantees tier made any investmejifis covtSfed under the provisions cf section ISA of die Companies Act. 2013.

19. particulars of employees

The information required under Section 15" 11 :Ý of eke Act read '-vith Rule 5 of the Ý! cjj^panies Appointment and P.emunerattcn of 7 lanaserial Personnel' Rules. 2014. are given below:

Remuneration to Directors:

Name of the Director

Designation

Remuneration

in fy 20:3:4

f in Lakhs

Ratio of Remuneration cf Director to the Median remuneration

Ratio of Remuneration

Revenue

Net Profit

Shri Virenoer Kumar Asanval

Managing Director

4738

32.6.2 times

O.0013 times

0.19 times

Smt. Seema Agarwal

Joint Managing Dire cl

44.16

30.4 tunes

0 0014 time:

0.1" times

Shri Mayant Agarwal

Whole-tune Directo

34.54

24.06 times

0.0011 time:

0.14 times

Remuneration to Key Managerial Personnel t'KMPi:

Name of the Director KMP

Designation

Kemunera tion in FY : 023-24 ? in Lakh:

Ratio of Reniuue ration of Director lo the Median remuneration

Ratio of Rem nne ration

Revenue

Net Profit

Shri Gal arati Chhawsaria

Chief Fiaar.ciai Officer

19.29

13.28 times

0.0006 times

0.0S time:

Kriti La aha

Company Secretary and Compliance Officer

3.43

2.38 tune:

0.0001 times

0.01 time:

* S&diaii RetnBiiertrtion Employee

*'* Baaed cn annualized salary and rounded off to two decimals

! The Median ffipmuneratioii of Employees (MRU Ý excluding Whole-lime Directere i"~"7Dsi was ? 1.43.246 -

2 In the fLiancial '.'ear. there was a increase of Ý 11 17%i in the median remuneration ampleveei.

3 There are 849 permanent Emplovee: cm dte ReTis of the Company a-: on 3 lit March. 2024

4 The ratio of the remuneration cf Sis highest paid director tc that of the employees who are not directors hut receive remuneration m excess of the highest paid director during the year -N'.A and

5. It ii affirmed that the remuneration paid is at per the Remuneration Policy for Directors. Key Managerial Personnel and ether employees, adopted bylina Company.

Details of emplovee remuneration as recurred under provisions of Section 19.. 12) of the Companies Act. ZG15 and Rule 5(2.1 and 5f3) of the Companies ; Appointment ana Remuneration of Managerial Personnel i Rules. 2014 forms an integral part of tins annual report. The above Atnexure ts not being seat alougwitli this annual report to the member-: of the Company lh line with the provisions of the Act. Members who are interested in obtaining these particulars mar writs to the Ccuhpanv Secretary at :: 2 survaamb i : :_m

20. HUMAN RESOURCE*

Sar-aamba considers human resources to be its moat valuable asset and continues to put due emphasis on appropriate human resource development for its business. Tour Company constantly endeavours to invest in people and processes to improve human capital for the organization and service deliver.' to its customers. The employees of your Company fully identify with the Company's vision and business goals. Your Company strives to provide a health-.-, conducive and competitive work environment to enable the employees excel and create new benchmarks of product!1vity. efficiency and customer delight

Suryaamba always believes in maintaining mutual tv beneficial industrial relations and hence the industrial relations have always been smooth. cordial and trusting.

21, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE E ARNINGS AND OUTGO

Energy sronsei".-ation continues tc be an area of major emphasis in our Company. Efforts are made to optimize the ecergv cost while carrying out the manufacturing operations. Pursuant to Section 1E4f A Ýuai of trie Companies Act. 2013 read -,vith die Rule S of Companies -.Accounts:- Ernies. 2014. the information on conservation of energy, teelmologv absorption and foreign exchange earnings and outgo are stipulated below:

a. Conservation of energy:

Energy Conservaaon is an ongoing process m the Csanpany The thrust is to mea-sure the existing system parameters and then implement improvements. Emphasis is also given to optimize the operation of various equipments which also lead to energy censer-alien The Company makes continuous efforts on monitoring and effect! re control on utilization of energy consumption and cakes immediate steps to -curtail power consumption. Machine maintenance, energy efficient equipment's, replacement of energy consuming ecuipcistr s is ikvroughiv tarried out

The company looks to explore the possibility of -solar power as a green energy There was no major capital investment on energy conservation equipment's during the year

b. Technology absorption:

The Company is continuously making efforts fbr adaptation of latest technology at its unit tc improve the performance. quality and cost effectiveness of its products, upgrading its plant and Machinery The Company focuaes to pioneer the launch of new products that have been successful m the market tc adapt at its unit.

The Company has been continuously improving the quailty of its existing products and entered into new products and also to reduce ike cost of production and optimum energy utilization.

The Companv has not imported anv tec hr. clog” during the last three vears reckoned from the beginning of this financial year 2023-24 Therefore, nc- such disclosure on details of technology imported, year of import and absorption of technology are applicable.

Dunns tie year the company has net made any expenditure gu research & development,

c. Foreign exchange earnings and outgo:

The information 'vith re spec: he Conservation of energy technology absorption, foreign exchange earnings and outgo pursuant to Section I3^{3)(m of the Act read with Ru-e S of Companies Ý. Accounts j Rules. 1014. are provided tntbe Annexure EH to this Report

22. RISK MANAGES!EXT

Risk Management is a basic key to ensure sustained profitability and stability and also ferms an integral and important component of Corporate Governance. The Company has the Risk Management Policy m place winch identities elements of risk, if any. which in the opinion of the Beard mav threaten the existence of the Company The objective of the Policy is to develop a 'risk intelligent' culture which drives informed decision making 2nd builds resilience to adverse developments while ensuring that opportunities are explained tc create value for all stakeholders.

The Board Management puts m place adequate and effective system and resources for the purposes of risk: management. The Board periodic a tlv reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame wort Suiyaamba believes that a robust ri3k management system ensures adequate control and monitoring mechanism For a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize ±e shareholder’s value The Company's future growth is linked to general economic conditio#® prevailing in the market

The details of the Financial Risk Management its objectives and policies are set out in Mote 29C to the Financial Statements of the Company.

22. INTERNAL FINANCIAL CONTROLS

The CompatSps internal control systems are supplemented by an. extensi: e internal audit program conducted bv an independent professional agency The internal control system :s designed ar.d exercised to ensure that all financial and other records are reliable for preparing financial statements, maintaining accountability of assets and in compliance with various policies, practices and statutes, and that all assets sre safeguarded and protected against toss from unauthorized use or disposition and that those transactions are authorised, recorded and reported correctly

The Company has sound interna; financial controls commensurate tc the -size and nature of its business. Significant audit obser'aliens and corrective actions thereon are presented to the Audit Committee of the Board for then rr iev.- and during the year no material Weaknesses in controls were observed

2-1. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Pursuant tc the requirement of Section tj4$Xq} of die Companies Act. 1013 read with Ernie E(5)(vii! of the Companies [ Accounts': Rules.2014. it is confirmed that during FT" 2023-24 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status ar.d your Company’s operations m future

2fi. POLICY ON SEXUAL HARASSMENT OT WOMEN AT WORKPLACE

Your Directors stated that the Ccnqjkav follows an Anti- Sexual Harassment Policy in Line with the requirements of Sexual Harassment of Women at TNorkplace 'Prevention, Prohibition and Redressal) Act, 2013 also an interna! complaints committee has been .set tip to redress complaints received re sardine sexual harassment. All employees '.'permanent. contractual, temporary and trainee A are covered under this policy No complaints pertaining to sexual harassment tv ere received during PY 2Ci23-2-t

26. ENATRONMENT, HEALTH .AND S AFE IT

The Company consider: it is essential to protect the Earth and limited natural resources a: well as the health and wellbeing cf every person The Company strides to achieve safety. health and environmental excellence m all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment l-s part cf the Company's DMA.

27. YLANAGEMENX DISCUSSION .AND ANALYSIS AND COSPORATEGOVERNANCE REPORT

Tiie Management Discussion and Analysis Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report

23. OTHER DISCLOSURES

Tiie Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-21

Investor Education and Protection Fund i'EEPF i. Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013. read with rules made there under, the detail-: due dates for transfer cf 'unclaimed unpaid dividend to the Investors Education & Protection Fund Ý TEPFi by the Company ire given in General Shareholders Information Section of Corporate Governance P.eport. forming pan of this Annual ReporL

The details of unclaimed dividend sliares are available on the website of the Company viz.

WWW:flrtrvairtnb a. com mve store

During the year under review. India Ratings &: Research have affirmed the Company Credit Rating TYD BBB Negative, specified in derail in the Corporate Governance Report

The Company neither lias any subsidiary. ic;n: venture nor any associate company

The Company doss act have any scheme or provision of money for tiie purchase of its own shares by employees Durectors or by trustees for the benefit cf employees Directors; and

During the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

29. APPRZCLATION & ACKNOWLEDGMENT

The Board of Directors place on record sincere gratitude and appreciation for ail the employees at all levels for their hard work, solidarity, ccopeiation acui dedication during the year The hard wort and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position m the industry

They also take this opportunity to express then' deep appreciation for sincere assistance and co-operation received from its customers, shareholders, suppliers as well as vendors, banters, business associates, regulatory and

savermneat authorities for their cor.lulled support It -’.ill be the CompiO":L tndeavom; to build and nurture these strong links tvilh its stakeholders

Yi'ji Directors regret the loss iue :g CO\TD-!9 pandemic aiid hope for your good health and safety and are deeply grateful and have i mm snap respect for every person who risked their life and safety to fight this pandemic.

Ey Order of the Board of Directors

Place: Nagpur1 Yirender Kumar Agarival Seema Animal

Date : May 28. 2024 Managing Director Joint Managing Director

DIN : 00013314 DIN : 01430206


 
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