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Almondz Global Securities Ltd.

BSE: 531400 Sector: Financials
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OPEN 62.30
52-Week high 130.35
52-Week low 59.05
P/E 185.59
Mkt Cap.(Rs cr) 163
Buy Price 61.65
Buy Qty 9.00
Sell Price 62.50
Sell Qty 2.00
OPEN 62.30
CLOSE 61.10
52-Week high 130.35
52-Week low 59.05
P/E 185.59
Mkt Cap.(Rs cr) 163
Buy Price 61.65
Buy Qty 9.00
Sell Price 62.50
Sell Qty 2.00

Almondz Global Securities Ltd. (ALMONDZ) - Director Report

Company director report

Dear members

Your Directors are pleased to present the 28th Annual Report on theoperational and business performance of the Company together with the Audited FinancialStatements (Standalone and Consolidated) for the Financial Year ended 31st March 2022.

1. Financial Performance

The summarised financial performances for the Financial Year endedMarch 31 2022 are as under:

Rs. In Lakhs

Particulars 2021-22 2020-21
Standalone consolidated Standalone consolidated
Total Income 2865.01 7215.16 3137.66 6583.83
Profit Before Finance cost and Depreciation 521.27 2710.55 692.10 2524.67
Less: Finance cost 53.83 468.03 72.00 254.86
Profit Before Depreciation 464.44 783.44 620.10 2269.81
Less: Depreciation 95.56 228.43 114.16 257.79
Profit Before Exceptional Items 371.78 2014.09 505.94 2012.02
Profit Before Tax 371.78 2014.09 505.94 2012.02
Less: Current Tax 76.17 166.19 134.23 199.61
Income Tax for earlier years (6.38) (12.60) (70.27) (74.83)
Deferred Tax 17.36 6.30 73.31 40.60
Profit After Tax 284.63 1854.20 380.71 1847.17
Other Comprehensive Income 6.42 32.50 12.04 56.19
Total Comprehensive Income 291.05 1886.70 380.71 1903.26

Performance review and the state of company?s affairs:

Your Company has prepared the Financial Statements for the financialyear ended March 31 2022 in terms of Sections 129 133 and Schedule III to the CompaniesAct 2013 (as amended) (the "Act") read with the Companies (Indian AccountingStandards) Rules 2015 as amended. The gross revenue of your Company on stand alone basishave been marginally less at Rs. 2865.01 Lakhs as compared to Rs. 3137.66 Lakhs forthe previous financial year 2020-2021 The operations and consequential financialperformance of the Company remained impacted throughout the year under review due to theCovid-19 pandemic. Profit before tax (PBT) was Rs. 371.78 Lakhs as compared to Rs. 505.94Lakhs in the previous year. The Company?s consolidated total income for the year2021-22 was Rs. 7215.16 Lakhs as compared to Rs. 6583.83 Lakhs in the previous year2020-21. Profit before tax (PBT) was Rs. 2014.09 Lakhs as compared to Rs. 2012.02 Lakhs inthe previous year.

2. dividend

Your Directors do not recommend payment of dividend.

3. reserves

The company has not proposed to transfer any amount to the generalreserve

4. Information on State of Affairs of the Company

Information of the segmental operations and financial performance aregiven in the Management Discussion and Analysis Report in accordance with Regulation 34(3) and Schedule V (C) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

5. Human resources

Your Company treats its "human resources" as one of the mostimportant assets. The Management of the Company lays continuous focus on human resources.The correct recruitment practices are in place to attract the best technical manpower toensure that the Company maintains its competitive position with respect to execution. YourCompany continuously invests in attraction retention and development of talent on anongoing basis.

No efforts have been spared to provide the highest levels of safetysecurity and hygiene to all staff members during the pandemic and to comply with perioddirectives from the Government of India. As on 31 March 2022 your Company has a diverseemployee base with 143 employees all over India.

6. Scheme of Amalgamation

The Scheme of Merger of the wholly owned subsidiary namely AlmondzGlobal Infra-Consultant Limited with the Company was pending before the Hon?bleNational Company Law Tribunal Delhi for more than 2 years. It was felt that due torevised reorganizational /consolidation plan of the Company arising on account ofregulatory compulsions the proposed merger of wholly owned subsidiary namely AlmondzGlobal Infra-Consultant Limited (Transferor Company) with Almondz Global SecuritiesLimited? (the Transferee Company) it may not be commercially. Accordingly theapplication of merger was withdrawn.

7. material changes and commitments

There have been no material changes and commitments affecting thefinancial position of the Company which has occurred between the end of the financial yearof the Company and the date of this Report.

8. Details of significant regulators or courts or tribunalsimpacting the going concern status and company?s operations in future

During the year under review there were no significant and materialorders passed by the regulators or courts or tribunals which may impact the going concernstatus of the Company and its operations in future.

9. internal Financial controls

The Company maintains appropriate systems of internal controlsincluding monitoring procedures to ensure that all assets and investments are safeguardedagainst loss from unauthorized use or disposition. Company policies guidelines andprocedures provide for adequate checks and balances and are meant to ensure that alltransactions are authorized recorded and reported correctly. The Internal Auditorsreviews the efficiency and effectiveness of these systems and procedures. Objectivesinclude evaluating the reliability of financial and operational information and ensuringcompliances with applicable laws and regulations. The Internal Auditors submit theirReport periodically which is placed before and reviewed by the Audit Committee.

M/s. Mohan Gupta & Co. Chartered Accountants the StatutoryAuditors of the Company audited the financial statements included in this Annual Reportand issued a report on the internal controls over financial reporting (as defined inSection 143 of the Companies Act 2013).

10. deposits

Your Company has neither accepted nor renewed any deposits from publicwithin the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 during the year.

11. Share capital

The issued subscribed and paid up share capital of the Company as on31st March 2022 was at 1553.10 lakhs divided into 25884967 Equity Shares of Rs. 6 each.During the year under review the Company has not issued any shares except for the 1210000stock options convertible into equal number of equity shares ranking pari passu..

12. Particulars of remuneration of directors/KmP/ employees

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the details as set out in the said rules isattached as ‘Annexure i? which forms part of this report.

13. employees Stock option Plan

To share the value created by the employees and to promote the cultureof employee ownership in your Company your Company introduced the "Almondz GlobalSecurities Employees Stock Option Scheme 2007" (‘the Scheme" or "ESOS2007") for granting offering and issuing upto 4500000 options or 15% of paid-upshare capital of the Company whichever is lower in one or more tranches which was alsoapproved by the shareholders on March 4 2008 through Postal Ballot. Thereafter theScheme was amended vide approval of the shareholders of the Company and material orderspassed by the by passing a Special Resolution on 13 April 2010 by way ofpostal ballot thereby increasing the number of options which can be granted under theScheme from 4500000 or 15% of paid-up share capital of the Company whichever is lower to15000000 or 50% of paid-up share capital of the Company whichever is lower.

During the year under Report 1210000 new options were granted and nooptions were lapsed. Further no option were vested during the year under Report. Theexercisable option at the end of 31 March 2022 is nil. Details of the options issued underESOS 2007 as also the disclosures in compliance with Clause 12 of the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 are set out inthe Annexure ii to this Report.

None of the management employees has received options exceeding 5% ofthe number of the options issued during the year ended 31 March 2022. Employees has beenissued stock options during the period under Report equal to or exceeding 1% of theissued capital (excluding outstanding warrants and conversions) of the Company at the timeof grant has been approved by the members as special resolutions.

14. listing

The shares of your Company are listed at Bombay Stock Exchange Limitedand National Stock Exchange of India Limited Mumbai. The listing fees to the StockExchanges for the financial year 2022-23 have been paid.

15. extract of Annual return

Pursuant to the Section 92(3) of the Companies Act 2013 extract of theannual Return is annexed to this report as Annexure –iii and is also availableon the website of the company at the weblink Further pursuant to Section 134(3)(a) of the Act a copy of AnnualReturn for the year ended 31st March 2022 will be hosted on the website of the company

16. Conservation of energy & technology absorption and Foreignexchange earnings and outgo

A. Since the Company does not carry any manufacturing activitiesparticulars to be disclosed with respect to Conservation of energy & technologyabsorption under Section 134 (3) (m) of Companies Act 2013 read with Companies (Accounts)Rules 2014 are not applicable.

b. During the year under review there has been no earnings andoutgo in foreign exchange.

17. Board of directors composition

Your Company?s Board is duly constituted and is in compliance withthe requirements of the Act the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom expertise and experience commensurate to the scale of operations of your Company.

Directors Seeking Appointment / Re-Appointment

Ms. Neelu Jain (DIN: 00227058) Non - Executive Director of theCompany is liable to retire by rotation at the ensuing AGM and being eligible has offeredherself for re- appointment. Your Board recommends the re- appointment of Ms. Neelu Jain(DIN 00227058.) in as a Director of the Company liable to retire by rotation.

Declaration By Independent Directors

Pursuant to the provisions under Section 134(3)(d) of the CompaniesAct 2013 with respect to statement on declaration given by Independent Directors underSection 149(6) of the Act the Board hereby confirms that all the Independent Directors ofthe Company have given a declaration and have confirmed that they meet the criteria ofindependence as provided in the said Section 149(6).

Number Of Meetings Of The Board

During the Financial Year 2021-22 5 (Five) number of Board meetingswere held. For details thereof kindly refer to the section `Board of Directors in theCorporate Governance Report.

18. disclosure on Audit committee

The Audit Committee as on March 31 2022 comprised of the followingIndependent Directors: Mr. Ajay Kumar (Chairman) Mr. Krishan Lall Khetarpaul Mr. SatishChandra Sinha and Mr. Sanjay Tiwari. Further all recommendations of Audit Committee wereaccepted by the Board of Directors.

19. Sexual Harassment

The Company has adopted a policy on Prevention Prohibition andRedressal of Sexual Harassment at the Workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. The Policy aims to provide protection to employees at the work place andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure. The Company has also constituted an Internal Complaints Committeeto inquire into complaints of sexual harassment and recommend appropriate action. Duringthe year under review the Company received a complaint in this regard but that was foundnot related to sexual harassment.

There is no complaint pending at the end of the financial year.

20. Vigil mechanism/Whistle blower Policy

The Company has established a Vigil Mechanism (Whistle Blower Policy)for Directors and Employees to report concerns about unethical behavior actual orsuspected fraud or violation of the Company?s code of conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provide for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee Chairman. The details of establishment of the vigil mechanism disclosed by theCompany on its website

21. Performance evaluation of the board its committees and individualdirectors

In terms of the relevant provisions of the Act and SEBI ListingRegulations the Board had carried out an annual evaluation of its own performance andthat of its Committees as well as individual Directors. During the year the performanceevaluation was done at two levels - by the Independent Directors at their separate Meetingas well as by the Board. First the Independent Directors at their separate Meetingreviewed the performance of the Executive Chairman and other Executive Directors withreference to the questionnaire prepared in terms of the Criteria specified by SEBI videits circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017. They alsoassessed the quality quantity and timeliness of flow of information between the Company

Management and the Board. Subsequently the Board at its Meeting heldthereafter reviewed the performance of the Board as a whole its Committees andindividual.

Independent Directors of the Board as specified by SEBI in itsaforesaid circular dated 5th January 2017.

22. nomination & remuneration committee & Policy

The Board of Directors of your Company has Constituted the Nomination& Remuneration Committee and based on their recommendation framed and adopted a policyfor selection and appointment of Directors KMP senior management and other employees andtheir remuneration. The contents of the policy are disclosed by the company on its

23. Key managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51)and 203 of the Companies Act 2013 are as follows:

Mr. Navjeet Singh Sobti: Managing Director

Mr. Rajeev Kumar: Chief Financial Officer

Mr. Ajay Pratap: Company Secretary & Vice President

Corporate Affairs

24. contracts or arrangements with related Parties under Section 188(1)of the companies Act 2013

All the related party transactions are entered on arm?s lengthbasis and are in the ordinary course of business in compliance with the applicableprovisions of the Act and SEBI Listing Regulations. Therearenosignificantrelated partytransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at Large. Allrelated party transactions are presented to the Audit Committee and the Board if requiredfor approval. Omnibus approval is obtained for the transactions which are foreseen andrepetitive in nature. Policy on Related party transactions as approved by the Board isuploaded on the Company?s website at the web link: http://www. being no ‘material? related party transactions as defined under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 there are no detailsto be disclosed in Form AOC-2 in that regard. During the year 2021-22 pursuant to section177 of the Companies Act 2013 and SEBI Listing Regulations 2015. The board has approveda policy for related party transactions which has been uploaded on the Company?swebsite at the following link pdf/Almondz_RPT_Policy.pdf

25. risk management

Your Company?s business faces various risks - strategic as well asoperational in respect of all its Divisions. The Company has an adequate risk managementsystem which assessment and review of risks takescare ofidentification as well as theirmitigation plans put in place by the respective risk owners. The risks which were beingaddressed by the Company during the year under review included risks relating to marketconditions environmental information technology etc. The Company has developed andimplemented the Risk Management Policy with an objective to provide a more structuredframework for proactive management of all risks related to the business of the Company andto make it more certain that growth and earnings targets as well as strategic objectivesare met. The major risks and concerns being faced by various business segments of theCompany are discussed in report on Management Discussion and Analysis forming part ofthis Report. Your Company has constituted Risk Management Committee of the Board in themanner stated under Regulation 21 of SEBI Listing Regulations as amended vide SEBInotification dated 5th May 2021.

The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.

26. Secretarial Auditor & Secretarial Audit report

Pursuant to the provisions of Section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Ashu Gupta & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure-iV."

Pursuant to the provisions of Section 204 of the Act and the Rules madethereunder the Board of Directors of Almondz Finanz Limited (AFL) material subsidiary ofthe Company had appointed M/s Ashu Gupta Practicing Company Secretaries to undertake theSecretarial Audit of AFL for the year ended 31st March 2022. The Secretarial Audit Reportof AFL is attached and forming part of this report. The Board of Directors of AlmondzGlobal Infra-Consultant Limited (AGICL) another material subsidiary of the Company hadappointed M/s Neeraj & Associates Practicing Company Secretaries to undertake theSecretarial Audit of AFL for the year ended 31st March 2022. The Secretarial Audit Reportof AGICL is attached and forming part of this report.

All the Secretarial Auditors? Report for the financial year2021-22 as annexed does not contain any qualification reservation or adverse remarks.

27. corporate Social responsibility

Due to its low average profitability there was no obligation to spendunder CSR. The Company has constituted the CSR Committee and as and when it is requiredthe Company is committed to fulfil its obligation.

28. details of Subsidiary/Joint Ventures/Associate companies

The Company is having six subsidiaries and two associate companies. Thestatement containing the summarised financial position of the subsidiary/Associates/JointVentures pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules 2014 iscontained in Form AOC–1 which form part of the Annual Report as Annexure-V.

A. Almondz Global infra consultant limited (Wholly owned Subsidiary)

Almondz Global Infra - Consultant Limited (AGICL) is an ISO 9001:2015certified company providing Consultancy Services in multiple infrastructure sectorsespecially in Roads Bridges Highways & Tunnels Smart Cities Urban InfrastructureWater & Waste Water Tourism Railways & Metro Rail Ports & Inland Waterways& Airport. AGICL has been providing services from concept to commissioning likeproject concept Development Project structuring Transaction Advisory PlanningDesigning Engineering Project Management Consultancy Supervision as well as IndependentEngineers safety audits and Operation & Maintenance Services which has helped AGICLto establish itself as one of the fastest growing Infra consultancy company in theCountry. It?s a wholly owned subsidiary of AGSL. For more details please visitWebsite: http://www.

b. Premier Alcobev Private limited (Joint Venture of Wholly ownedSubsidiary)

Premier Alcobev Private Limited (PAPL) the manufacturing venture ofAlmondz group started its operations in the year 2015. It operates a 45 Kilo Liters Perday Grain based ENA plant which is being enhanced to 85 Kilo Liters per day capacity. Thecompany operates a Zero Liquid Discharge (ZLD) plant in the State of Himachal Pradesh. Theplant produces Ethyl alcohol Extra Neutral Alcohol DDGS and other by products like DDGSetc. which is supplied to Government owned Oil Marketing Companies (OMCs) and MultiNational companies like Diageo Seagram and others. The company ended up recording a netrevenue of INR 242.50 Crores for the FY 21- 22. This venture has now become a truedemonstration of Almondz Group?s expertise in the manufacturing sector. The companyhas already started working on installation of new 200 KLPD Ethanol Plant in the samestate of Himachal Pradesh and the same is targeted to be completed by 31 December 2022.The Company is planning to set up plant in Odisha with the capacity of 120 KLPD in firstphase. The work on preparation of DPR is in process For more details please visitWebsite:

c. Almondz Finanz limited (Wholly owned Subsidiary)

Almondz Finanz Limited (AFL) was incorporated in 2006 as a wholly ownedsubsidiary company of Almondz Global Securities Limited. AFL is registered with ReserveBank of India as a non-deposit accepting Non Banking Financial Company (NBFC-ND) engagedin providing loans to corporate as well as trading of debt and equity. For more detailsplease visit Website:

D. Skiffle Healthcare Services Limited (Wholly Owned Subsidiary)

Skiffle Healthcare Services Limited (SHSL) was incorporated inDecember 2012 with the main objective of setting up Super-Specialized Eye Care Centres inand around Delhi/NCR. The Company at present is running four eye centres in Delhi andUttar Pradesh under the brand of "Itek Vision Centre" by providing state-of-theart technology maintaining high standard of ethical practice and professional competencywith emphasis on transparency and highest level of hospitality. The Company has adoptedthe latest means to meet the norms rules and regulations set by local State andnational authorities. The centres are specialised in Cataract Glaucoma PaediatricNeuro-ophthalmology Cornea Retina LASIK and Oculoplasty services. For more detailsplease visit Website:

E. Almondz insolvency resolutions Services Private limited (Associate)

Almondz Insolvency Resolutions Services Private Limited wasincorporated on 4th October 2017. Almondz Global Securities Limited holds 33% shares inthe said Company.

F. Almondz Financial Services limited (Wholly owned subsidiary)

Almondz Financial Services Limited (AFSL) is a leading

Wealth Management and advisory firm which is active in broking anddistribution of financial product in India. It?s a wholly owned subsidiary of AGSL.AFSL is a well diversified financial services company which offers a broad range and offinancial varied client base including Corporate Institutional High Net Worthindividuals and Retail clients. The company offer and consumer segments. AFSL cover theentire spectrum of financial services including Mutual Funds Equities Fixed Incomeproducts Loan & Mortgages Derivatives Commodities Currencies PMS IPO?sInsurance and Real Estate. For more details please visit Website:

G. north Square Projects Private limited (Wholly owned subsidiary)

North Square Projects Private Limited (NSPPL) is a wholly ownedsubsidiary of Almondz Global Securities Ltd as was promoted on 6th August 2012 as aSpecial Purpose Vehicle (SPV) to enter into a Joint Venture for taking up the distilleryand bottling business in the name of Premier Alcobev Private Limited.

H. Almondz commodities Private limited (Wholly owned subsidiary)

Almondz Commodities Pvt. Ltd is a subsidiary of Almondz GlobalSecurities Ltd. With nationwide presence it enables the retail & corporate investorsto diversify their portfolio and enjoy the benefits of commodity trading in MCX NCDEX& NSEL. It?s research team empowers investors to make informed investmentdecisions. The company offer commodity trading in Gold Silver Natural Gas & othercommodities. For more details please visit Website: www. Almondz FinanzLimited and Almondz Global Infra- Consultant Limited are material subsidiaries of theCompany as per the thresholds laid down under the Listing Regulations. The Board ofDirectors of the Company has approved a Policy for determining material subsidiaries whichis in line with the Listing Regulations as amended from time to time. The Policy has beenuploaded on the Company?s website at

29. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meetings of the Board of Directors? and ‘GeneralMeetings? respectively have been duly followed by the Company.

30. Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013and the Rules made there under the current auditors of the Company M/s. Mohan Gupta& Company Chartered Accountants (Firm Registration Number:006519N) were appointed bythe shareholders at the 23rd annual general meeting to hold office until the conclusion ofthe 28th annual general meeting.

The Statutory Auditors would retire at the forthcoming Annual GeneralMeeting and being eligible offer themselves for re-appointment for a second term of 5consecutive years commencing from the conclusion of ensuing Annual General Meeting of theCompany. The Audit Committee and the Board at their meeting held on 10th August 2022 hasconsidered and recommended the re-appointment of M/s. Mohan Gupta & Company CharteredAccountants (Firm Registration Number:006519N) as Statutory Auditors of the Company for asecond term of 5 consecutive years commencing from the conclusion of the 28th AnnualGeneral Meeting till the conclusion of the 33rd Annual General Meeting. The report givenby the Auditors on the Financial Statement of the Company for the year under review formspart of this Annual Report. There has been no qualification reservation or adverse remarkor disclaimer given by the Auditors in their report. The Notes to the Financial Statementsare also self-explanatory and do not call for any further comments

31. corporate Governance

Your Company re-affirm its commitment towards the standards ofCorporate Governance. At Almondz Global Securities we ensure the practice of thePrinciples of Good Corporate Governance on which managementdecisions are based on a set ofprinciples influenced by the values. All functions of the Company are discharged in aprofessionally sound competent and transparent manner.

A detailed report on the Company?s commitment at adopting goodCorporate Governance Practices is enclosed. The on compliance with the mandatoryAuditors? certificate provisions of the Corporate Governance.

32. consolidated Financial results

The Consolidated Financial Statements of the Company and itssubsidiaries prepared in accordance with Indian Accounting Standards notified under theCompanies (Indian Accounting Standards) Rules 2015 (‘Ind AS?) forms part ofthe Annual Report and are reflected in the Consolidated Financial Statements of theCompany.. The annual accounts of the subsidiary company and related detailed informationare available on the website of the Company and the same may be obtained by writing to theCompany Secretary at the Registered e-mail ID of the Company. The consolidated financialresults reflect the operations Subsidiaries and the Associate Companies. The Company hasadopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations??). The Policy as approved by the Board is uploaded on theCompany?s website https://www. almondzglobal. com.

33. cash Flow Statement

In conformity with the provisions of Listing Regulations the StockExchanges the Cash Flow Statement for the year ended 31 March 2022 is annexed hereto.

34. management discussion and Analysis Statement

The Annual Report has a detailed chapter on Management Discussion andAnalysis which forms a part of this report.

35. Policy on insider trading

Your Company formulated and implemented a Code of Conduct forPrevention of Insider Trading (Code) in accordance with the guidelines specified under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992.The Company has adopted code of Internal Procedures and Conduct for Regulating MonitoringAnd Reporting of Trading by Insiders in terms of new Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015. The Board of Directors appointedMr. Ajay Pratap Company Secretary as the Compliance Officer under the said Coderesponsible for complying with the procedures monitoring adherence to the Code for thepreservation of price sensitive information pre- clearance of trade monitoring of tradesand implementation of the Code of Conduct under the overall supervision of the Board ofDirectors. The Code of Conduct is available on your Company?s website

36. directors? responsibility Statement

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors including audit of internal financial controls overfinancial reporting by the statutory auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company?s internal financial controls were adequate and effective during thefinancial year 2021-22. Accordingly pursuant to Section 134(3)(c) and 134(5) of theCompanies Act 2013 the Board of Directors to the best of their knowledge and abilityconfirm that:

i) in the preparation of the annual accounts the applicable accountingstandards have been followed and that there are no material departures;

ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii) they have taken proper and the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; vi) They have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively

37. details in respect of frauds reported by auditors under section143(12)

During the year under review the Statutory Auditor and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Act details of whichneeds to be mentioned in this Report

38. disclosure

As per the listing Regulations corporate governance reportwithauditors?certificatethereon and management discussion and analysis are attachedwhich form part of this report.

Details of the familiarization programmes of the independent directorsare available on the website of the Company ( Policy fordetermining material subsidiaries of the Company is available on the website of theCompany (www. Policy on dealing with related party transactions isavailable on the website of the Company ( The Company hasformulated and published a Whistle Blower Policy to provide Vigil Mechanism for employeesincluding directors of the Company to report genuine concerns. The provisions of thispolicy are in line with the provisions of the Section 177(9) of the Act and the ListingRegulations.

39. declaration by independent directors

The independent directors have submitted the declaration ofindependence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149(6) of the CompaniesAct 2013 as amended and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘the Listing Regulations?) as amended.

The Board took on record the declaration and confirmation submitted bythe Independent Directors regarding their meeting the prescribed criteria of independenceafter undertaking due assessment of the veracity of the same as required under Regulation25 of the Listing Regulations.

40. Particulars of loans Guarantees or investments

Details of loans guarantees and investments covered under theprovisions of Section 186 of the Act are given in the notes to the financial statements.

41. credit rating

1) Care Limited

BBB - : Stable " (pronounced ‘CARE Triple B Minus; Outlook:Stable] to Fund-based - LT-Term Loan of Rs. 373 lakhs (Previous year 650 lakhs with CreditRating of "CARE BBB - : Negative Outlook") of the Company.

2) Care Limited

BBB - : Stable " (pronounced ‘CARE Triple B Minus; Outlook:Stable] to Fund-based - LT-Bank Garantee of Rs. 1500 lakhs (Previous year 1500 lakhs withCredit Rating of "CARE BBB - : Negative Outlook") of the Company..

42. maintenance of cost records

During the period under review the provisions of section 148 of thecompanies Act 2013 relating to maintenance of cost records does not applicable to thecompany.

43. material changes and commitments

You Directors confirm that there are no material changes andcommitments affecting the financial position of the Company which has occurred betweenthe end of the financial year of the Company and the date of this report.

44. Application/Proceeding pending under the nsolvencyi and bankruptcycode 2016

You Directors confirm that there are no material changes andcommitments affecting the financial position the Company which has occurred between theend of the financial year of the Company and the date of this report. Your Company hasneither made any application nor is any proceeding pending under the Insolvency andBankruptcy Code 2016 during the financial year 2021-2022

45. one-time Settlement Acknowledgement.

Your Company has not made any one-time settlement against loans takenfrom the Banks or Financial Institutions the Credit Rating of "CARE during thefinancial year 2021-2022.

46. Acknowledgements

Your Directors would like to place on record their gratitude for allthe guidance and co-operation received from the Securities and ExchangeCreditRatingof"CARE Board of India the Bombay Stock Exchange Limited National Stock Exchange ofIndia Limited National Securities Depository Limited Central Depository Services (India)Limited and other government and regulatory agencies.

Your Directors are grateful to the Company?s clients investorsbankers and other business associates for their continued support.

Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the Company?s executives staff and theloss of life caused due to the outbreak of COVID-19 and are grateful to every person whorisked their life and safety to fight this pandemic.

For and on behalf of the board of directors
Satish chandra Sinha
AUGUST 10 2022