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Indian Terrain Fashions Ltd.

BSE: 533329 Sector: Industrials
NSE: INDTERRAIN ISIN Code: INE611L01021
BSE 00:00 | 03 Feb 65.40 -1.50
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67.60

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NSE 00:00 | 03 Feb 65.60 -1.05
(-1.58%)
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67.55

HIGH

67.55

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OPEN 67.40
PREVIOUS CLOSE 66.90
VOLUME 13462
52-Week high 88.00
52-Week low 37.25
P/E 15.28
Mkt Cap.(Rs cr) 290
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 67.40
CLOSE 66.90
VOLUME 13462
52-Week high 88.00
52-Week low 37.25
P/E 15.28
Mkt Cap.(Rs cr) 290
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Terrain Fashions Ltd. (INDTERRAIN) - Director Report

Company director report

Dear Members

The Directors hereby present the 13th Annual Report of the Companytogether with the Audited Financial statements of the Company for the financial year ended31st March 2022.

FINANCIAL SUMMARY / HIGHLIGHTS

(Rs in crores)

Particulars For the Year ended
31st March 2022 31st March 2021
Revenue 336.30 213.17
EBITDA 34.18 -7.28
Finance costs 18.78 23.65
Depreciation 23.13 23.32
Earnings before tax (7.73) (54.25)
Current tax - -
Deferred tax (5.53) (23.50)
(Excess)/short fall of previous year - -
Net profit/(Loss) (2.20) (30.75)
Other comprehensive income for the year 0.25 0.38
Total comprehensive income for the year (1.95) (30.37)
Earnings per Share (in Rs) (0.54) (7.90)
• Basic
• Diluted (0.54) (7.90)

OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY?S AFFAIRS

The Company?s revenue from operations for the FY 2022 was Rs 336.30 Crores as against Rs 213.17 Crores in the previous year. The operating margin was at3.28 % as against (9)% in the previous year. The Gross EBITDA margin and other income wasat 10.16 % as against (3.42) % in the previous year. The earnings before taxes for theyear were (2.30) % and stood at `(7.73) Crores and Net Loss was at `(2.20) Crores. Thetotal comprehensive income/loss was at `(1.95) Crores as against `(30.37) Crores in theprevious year.

To avoid repetition of information a detailed discussion on theperformance of the Company is given in the Management Discussion and Analysis Report whichforms part of this Board?s report

Impact of Global Crisis: COVID-19

This has been an unprecedented year for all of us in the world. Indiahas once again come under severe pressure with a sharp increase in cases and restrictedcommercial / business activities owing to the more infectious COVID-19 strains. The startof the vaccination drive in the country did initially lead to a momentary recoveryhowever the resurgence of the virus and incidence of new mutants have brought in renewedmarket uncertainty and unpredictability. The ‘second wave? in March and April2021 further exacerbated the situation. Your Company has assessed the impact of thispandemic on its business operations and has considered all relevant internal and externalinformation available up to the date of approval of these financial results to determinethe impact on the Company?s revenue from operations for foreseeable future and therecoverability and carrying value of certain assets such as property plant and equipmentinvestments inventories trade receivables and MAT credit. The impact of COVID-19pandemic on the overall economic environment being uncertain may affect the underlyingassumptions and estimates used to prepare Company?s financial results which maydiffer from that considered as at the date of approval of the financials results. As thesituation is unprecedented while the lockdown is gradually lifting the Company isclosely monitoring the situation as it evolves in the future. The Company has not resumedits business activities by reopening majority of its retail stores and factories in linewith guideline issued by the Government authorities initiating pre-monsoon preparednessactivities at its real estate construction site taking steps to strengthen liquidityposition and initiating cost restructuring exercises. Your Company is conscious of thesignificant disruption and impact COVID-19 can have on its employees clients partnersinvestors and the communities in which it operates. We are working hard to contain andmitigate its impact. The Company does not anticipate any challenges in its ability tocontinue as going concern or meeting its financial obligations. As the situation isunprecedented the Company is closely monitoring the situation as it evolves in thefuture.

The primary objectives of your Company?s response to the pandemicare to ensure the safety and wellbeing of its employees and partners to deliver on itscommitments to clients in the true spirit of partnership and to secure the financial andoperational resilience of the Company.

FINANCE AND ACCOUNTS

The financial statements are prepared in accordance with IndianAccounting Standards (IND AS) as required under the notification issued by the Ministry ofCorporate Affairs (MCA) in the Official Gazette dated 16th February 2015 which isapplicable to the Company from 01st April 2017 with a transition date of 01st April 2016.

CHANGES TO SHARE CAPITAL

During the year there were no changes in the Share Capital of theCompany.

DIVIDEND

The Board of Directors with a view to conserve financial resources hasnot recommended any dividend for the financial year ended 31st March 2022. Also duringthe year there were no unclaimed dividends which had to be transferred to IEPF by theCompany.

TRANSFER TO RESERVES

The Reserve at the end of the year 31st March 2022 is at Rs 188.31Crores as against Rs 190.26 Crores in the Previous Year.

DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT 2013

The disclosure with regard to voting rights not exercised directly bythe employees of the Company as required under Section 67(3)(c) of Companies Act 2013read with rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 is notapplicable to the Company.

DEPOSITS

The Company has not accepted any deposits within the ambit of Section73 of Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act 2013and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Cash flow statement for the financial year ended 31st March 2022forms part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties during the financial yearwere in the ordinary course of business and at Arm?s length basis. The details ofsuch transactions are disclosed in the notes to the accounts.

The details of related party transactions pursuant to Section 134(3)(h)of Companies Act 2013 is disclosed in Form No. AOC-2 as ANNEXURE-II.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion &Analysis which forms part of this report are set out separately along with the Certificatefrom the Auditors of the Company regarding compliance of conditions of CorporateGovernance and Certificate from a Company Secretary in practice that none of the directorson the Board of the Company have been debarred or disqualified from being appointed orcontinuing as directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority as stipulated in Schedule V read with Regulation 34(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of directors andSenior Management personnel of the Company and available on the Company?s websitewww. indianterrain.com. The Board of Directors and senior management personnel haveaffirmed compliance with the Code of conduct as on 31st March 2022.

As required under Regulation 34(3) and Schedule V (D) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a declaration from Mr. CharathRam Narsimhan Managing Director and Chief Executive Officer to this effect is annexed tothe report on corporate governance which forms part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 and Schedule VII ofthe Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 as amended the Board of Directors have adopted a policy on CSR asrecommended by the CSR committee duly constituted and the said policy is available on theCompany?s website www.indianterrain.com. The composition and terms of reference ofthe CSR Committee is detailed in the Corporate Governance report forming part of thisannual report.

An update on the policy on Corporate Social Responsibility andactivities of the Company is provided in ANNEXURE-IV annexed to this annual report.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a whistle blower mechanism. This mechanism inter alia includes the following:

a) the Directors and employees to report their genuine concerns aboutunethical behaviour actual or suspected fraud or violation of the company?s code ofconduct;

b) providing adequate safeguards against victimization;

c) providing direct access to the higher levels of supervisors and/orto the Chairman of the Audit Committee in appropriate or exceptional cases.

The Audit Committee of the Board oversees the functioning of WhistleBlower Policy. The Whistle Blower Policy covering all employees and directors is availablein the Company?s website www.indianterrain.com.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year ended 31st March 2022 there were no pendingoptions to be vested or exercised.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Except as stated below there were no changes in Directors and KeyManagerial Personnel during the year under review

i. Mr. S. Ramachandran Chief Financial Officer (Key ManagerialPersonnel) has resigned with effect from 20th May 2021.

ii. Mr. E. Elamugilan holding Membership No.A33396 was appointed asCompany Secretary and Compliance Officer (Key Managerial Personnel) on 21st May 2021.

iii. Mrs. Nidhi Reddy (DIN: 00004081) who was appointed as anAdditional Director of the Company by the Board of Directors with effect from 11thFebruary 2021 and subsequently she was regularised as an Independent Director of theCompany at the 12th Annual General meeting of the Company dated 16th September 2021 tohold office for a period of 05 (five) consecutive years from 11th February 2021

iv. Mr. M. Thiyagarajan was appointed as the Chief Financial Officer(Key Managerial Personnel) of the Company with effect from 10th November 2021.

v. Mrs. Rama Rajagopal (DIN: 00003565) appointed as Non- ExecutiveDirector of the Company with effect from 10th November 2021 subject to the approval ofthe shareholders in the ensuing Annual General Meeting.

Retirement by Rotation

Mrs. Rama Rajagopal Non-Executive Director retires by rotation andbeing eligible has offered herself for re-appointment. Based on the recommendation of theNomination and Remuneration Committee the Board recommends the re-appointment of Mrs.Rama Rajagopal as director liable to retire by rotation. The Board recommends theaforementioned appointments for approval of the members at the ensuing AGM. Brief resumeexpertise in specific functional areas names of listed companies in which the above-nameddirectors hold directorships committee memberships/ chairmanships disclosure ofrelationships between directors inter-se shareholding etc. are furnished in notice ofthe ensuing AGM.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from the Independent Directors ofthe Company confirming that they continue to meet with the criteria of Independence asprescribed under Section 149(6) of the Companies Act 2013 Regulation 25 and 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Independent Director has affirmed compliance with the Code ofConduct for the Board of Directors and Senior Management personnel of the Company as on31st March 2022.

THE ANNUAL RETURN

As per the MCA Notification dated 28th August 2020 making an amendmentto Rule 12(1) a web link of the Annual Return is furnished in accordance with sub section(3) of Section 92 of The Companies Act 2013 and as prescribed in Form MGT-7 of TheCompanies (Management and Administration) Rules 2014.

You may please refer to our Company?s weblinkwww.indianterrain.com.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

There were 5 (Five) board meetings held during the financial year2021-22 on 21st May 2021 13th August 2021 10th November 2021 11th February 2022 and31st March 2022 . The gap between the Board meetings were within the period prescribedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The particulars of meeting of all Committees held during the financialyear ended 31st March 2022 are disclosed in the Corporate Governance report forming partof this annual report.

AUDIT COMMITTEE

Pursuant to Section 177(8) of Companies Act 2013 the particularsrelating to the composition and all other details about Audit Committee have been detailedin the Corporate Governance Report forming part of this annual report. During the yearall the recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE POLICY

Pursuant to the provisions of Section 178(4) of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 The Company hasframed a policy with respect to the Nomination and remuneration committee.

Particulars pertaining to the constitution of the Nomination andremuneration Committee and its terms of reference have been detailed in the CorporateGovernance report forming part of this annual report.

The Nomination and Remuneration Committee Policy is available in theCompany?s website i.e. www.indianterrain.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under theprovision of section 186 of the Companies Act 2013. The details of the investments madeby the Company are given in the notes to the financial statements forming part of thisannual report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

Pursuant to provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board had carried out anannual evaluation of the Board as a whole various Committees Directors individually andthe Chairman. Performance of the Board and Board committees were evaluated on variousparameters such as structure composition quality diversity experiences competenciesperformance of specific duties and obligations conduct of meetings quality of decisionmaking and overall board effectiveness.

The performance of the individual directors was evaluated onparameters such as meeting attendance participation and contribution responsibilitytowards stakeholders and independent judgment. The Chairman and Managing Director wasevaluated on certain additional parameters such as performance of the Companyleadership relationships communication growth recognition achievements and awardsreceived by the Company.

The statement including the manner in which the evaluation exercisewas conducted the observations of the Board and the proposed action to be taken based onthe observation of the Board is included in the Corporate Governance report forming partof this annual report.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIESACCOUNTS RULES 2014

There was no change in nature of business during the year under review.

No Companies have become or ceased to be its subsidiaries JointVentures or associate companies during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS INFUTURE

The Company has not received any orders / notices from the regulators/courts/ tribunals impacting the going concern status and future operations of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate internal financial controls with referenceto financial statements which commensurate with the size scale and complexity of itsoperations. To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee Chairman of the Board and ManagingDirector. The Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal financial controls in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. A report of auditors pursuant to Section143(3)(i) of the Companies Act 2013 certifying the adequacy of internal financialcontrols with reference to financial statements is annexed with the Auditors report.

During the year ended 31st March 2022 such controls were tested and noreportable material weaknesses in the design or operation were observed. The Company hasput in place adequate internal financial controls with reference to financial statements.The Audit Committee and Board of Directors of the Company were appraised on theperformance of the internal financial controls.

MAINTENANCE OF COST RECORDS

The Central Government has not specified maintenance of cost recordsunder sub-section (1) of Section 148 of the Act in respect of the Company?s productsegment.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act 2013 the Companyhas framed Risk Management Policy which lays down the framework to define assess monitorand mitigate the business operational financial and other risks associated with thebusiness of the Company. During the year under review the Company has not identified anyelement of risk which may threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarisationprogramme for the Independent Directors to familiarise them with their role rights andresponsibilities the working of the Company nature of the Industry in which the Companyoperates business model etc. The details of the familiarisation programme are explainedin the Corporate Governance report and also available on the Company?s websitewww.indianterrain.com.

AUDITORS

STATUTORY AUDITORS

M/s SRSV & Associates Chartered Accountants Chennai is theStatutory Auditors of the Company. The Statutory Auditors were appointed in the 10thAnnual General Meeting of the Company to hold the office till the conclusion of the 15thAnnual General Meeting.

The financial statements of the Company including its Balance SheetStatement of Profit and Loss Cash Flow Statement notes and Schedules to the accounts forthe financial year ended 31st March 2022 have been audited by M/s SRSV & AssociatesChartered Accountants. The Statutory Auditors? Report does not contain anyqualification reservation or adverse remark on the financial Statements of the Company.The Independent Auditors? Report is enclosed with the financial statements in thisannual report.

SECRETARIAL AUDITOR

Pursuant to the Section 204(1) of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors had appointed M/s. BP & Associates Practicing CompanySecretaries Chennai as the Secretarial Auditors of the Company for conducting theSecretarial Audit for the financial year 2021-22.

The Secretarial Audit Report in form MR-3 is annexed to this report asAnnexure III is self-explanatory it?s containing observation but no qualificationreservations adverse remarks and disclaimers.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 ofthe Companies (Accounts) Rules 2014 and all other applicable provisions (including anyamendment thereto) of the Companies Act 2013 and as recommended by the audit committeeM/s. RVKS & Associates Chartered Accountants Chennai was re-appointed as theInternal Auditors of the Company for the financial year 2021-22 by the Board.

The audit conducted by the Internal Auditors is based on an internalaudit plan which is reviewed every quarter in consultation with the Audit Committee.These audits are based on risk-based methodology and inter alia involve the review ofinternal controls and governance processes adherence to management policies and review ofstatutory compliances. The Internal Auditors share their findings on an ongoing basisduring the financial year for corrective action. The Audit Committee oversees thefunctions of the Internal Auditors.

LISTING FEE

The Equity shares of the Company are listed on the stock exchangesviz. BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). TheCompany has paid the applicable listing fees to the stock exchanges within the stipulatedtime.

PARTICULARS OF EMPLOYEES

The disclosure with respect to the remuneration of directors andemployees pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas ANNEXURE-I to this report.

The statement containing such particulars of employees as required interms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof the Annual Report. Pursuant to the provisions of the Section 136(1) of the CompaniesAct 2013 the reports and accounts as set out therein are being sent to all members ofthe Company excluding the aforesaid information and the same is open for inspection atthe registered office of the Company during working hours upto the date of Annual GeneralMeeting and if any member is interested in obtaining such information may write to theCompany Secretary at the registered office of the Company in this regard.

BUSINESS RESPONSIBILITY REPORT

The business responsibility report for the year ended 31st March 2022as stipulated under regulation 34(b) SEBI (Listing Obligations and Disclosurerequirements) regulations 2015 is not applicable for the financial year 2021-22.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company firmly provides a safe supportive and friendly workplaceenvironment – a workplace where our values come to life through the underlyingbehaviours. Positive workplace environment and a great employee experience are integralparts of our culture.

The Company has zero tolerance towards sexual harassment at workplace.The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment and Non-discrimination at workplace in line with the requirements of SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.All employees (permanent contractual temporary trainees) are covered under this policy.

An Internal Complaints Committee (ICC) had been set up to redress thecomplaints received from women regarding sexual harassment and discrimination atworkplace.

During the year ended 31st March 2022 ICC did not receive anycomplaint pertaining to sexual harassment/discrimination at various work locations.

DISCLOSURE REGARDING FRAUDS

The Statutory Auditors of the Company has stated that there was nomaterial fraud by the Company or on the Company by its officers or employees was noticedor reported during the course of our audit in their Independent Auditors Report whichforms part of this Annual Report. Hence there is no requirement to report the same toAudit Committee or Board of Directors of the Company.

DIRECTORS? RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) and 134(5) of the Companies Act 2013 thedirectors on the basis of information made available to them confirm that:

a) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards read with requirements set outunder Schedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;

b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the directors have prepared the annual accounts on a going concernbasis;

e) the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively;

f) the directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such system are adequate and operatingeffectively;

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company?s internal financial controls wereadequate and effective during the financial year 2021-22.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

A. Conservation of Energy:

Steps taken for conservation
Steps taken for utilizing alternate sources of energy The operations of the Company are not energy-intensive. However wherever possible the Company strives to curtail the consumption of
Capital investment on energy conservation equipment energy on a continuing basis.

B. Technology absorption:

Efforts made for technology absorption
Benefits derived
Expenditure on Research & Development if any
Details of technology imported if any Not Applicable
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place if any

C. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned Nil
Total Foreign exchange outgo 7.12 Crores

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e.SS-1 for ‘Meetings of the Board of Directors? and SS-2 for ‘GeneralMeetings? which are prescribed by the Institute of Company Secretaries of India(ICSI) as per Companies Act 2013.

PERSONNEL

The Company has complied with the applicable Secretarial Standards i.e.SS-1 for ‘Meetings of the Board of Directors? and SS-2 for ‘GeneralMeetings? which are prescribed by the Institute of Company Secretaries of India(ICSI) as per Companies Act 2013.

PERSONNEL

The employee relations have been very cordial during the financial yearended 31st March 2022. The Board wishes to place on record its appreciation to all itsemployees for their sustained efforts and immense contribution to the high level ofperformance and growth of the business during the year. The management team of the Companycomprises of young passionate driven professionals committed to achieve the organizationalgoals.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR:NIL

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:NIL

ACKNOWLEDGEMENT

The directors place on record their high appreciation and contributionmade every member of the Indian Terrain family. The Board places on record itsappreciation for the support and co-operation the Company has been receiving from itssuppliers distributors retailers business partners investors regulatory andgovernment authorities.

For and on behalf of the Board
sd/-
Date: 18th May 2022 Venkatesh Rajagopal
Place: Chennai Chairman & Whole Time Director
(DIN: 00003625)

.