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Inflame Appliances Ltd.

BSE: 541083 Sector: Consumer
NSE: N.A. ISIN Code: INE464Z01017
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NSE 05:30 | 01 Jan Inflame Appliances Ltd
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VOLUME 10000
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Inflame Appliances Ltd. (INFLAMEAPPLIAN) - Director Report

Company director report

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CORPORATE GOVERNANCE

Dear Shareholders

The Board of Directors hereby presents 5th Annual Report of your Company ("theCompany") including the Standalone Audited Financial Statements for the FinancialYear ended on March 31 2022.

FINANCIAL RESULTS:

The Company's financial performance for the year ended on March 31 2022 is summarizedbelow:

AMOUNT (Rs IN LAKHS)

PARTICULARS YEAR ENDED 31.03.2022 YEAR ENDED 31.03.2021
I. Net Sales/Income from Operations 3961.71 1986.86
II. Other Income 10.48 24.53
III. Total Revenue (I+II) 3972.18 2011.39
IV. Earnings Before Interest Taxes Depreciation and Amortization Expense 150.25 (167.69)
V. Finance Cost 172.20 106.14
VI. Depreciation and Amortization Expense 180.66 178.35
VII. Profit Before Tax (IV-V-VI) (202.61) (452.18)
VIII. Extraordinary items 00 17.85 -
IX. Tax Expense:
i Current Tax Expense - -
ii Deferred Tax Expenses (55.75) (116.07)
iii MAT - -
iv Short and excess provision of tax relating to earlier year - -
X. Profit After Tax (VII-VIII) (164.71) (336.11)

COMPANY'S PERFORMANCE:

STANDALONE FINANCIAL RESULTS:

The Total Income from Operations (net) of the Company for the year under review is Rs.396170522 as compared to Rs. 198685841 in the previous year. Loss for the year stoodat Rs. (16470551) as compared to loss of Rs. (33611435) incurred in the previousyear . Loss in FY 2021-22 was due to increase in finance cost material cost etc.

DIVIDEND:

For the Financial Year 2021-22 due to losses the Board of Directors regretrecommending dividend to shareholders.

TRANSFER TO RESERVES:

Due to Losses in the FY 2021-22 Company has not transferred any amount in Reserve andSurplus. Moreover reserves and surplus reduced to the extent of Rs. 16470551.

CHANGE IN NATURE OF BUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review there was no change in the registered office of theCompany.

However the Board of Directors of the Company approved the Corporate Office of theCompany situated at Khasra No. 40/14-15-16-17/1 Bagwali NH-73 Distt Panchkula -134202Haryana as the place other than Registered Office where Books of Accounts of the Companybe kept.

SHARE CAPITAL:

During the year under review the Authorised Share Capital of the Company was increasedfrom Rs. 60000000/- (Rupees Six Crores Only) to Rs. 70000000/- (Rupees Seven CroresOnly) by the Members of the Company in their Extra Ordinary General Meeting held on June20 2021.

Further in the said meeting the Members passed the resolution to create issue offerand allot upto 300000 Equity Shares at an Issue price of Rs. 180/- per Equity Share(including a share premium of Rs. 170 per Equity Share) aggregating to Rs. 54000000/-on Preferential Basis to Non Promoter/Public and upto 380000 Equity Warrant convertibleinto Equity Shares at an issue price of Rs. 180 each (including a share premium of Rs. 170per warrant). Each warrant convertible into one Equity Share of the Company onpreferential basis to non- promoters/public category shareholders of the company.

The Above mentioned Equity Shares & Warrants were issued & allotted by theCompany on July 15 2021.

Upon receipt of 25% of issue price from the Proposed allottees 380000 Warrants werealso allotted by the Company in accordance with the provisions of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2018 on July 15 2021. Out of these warrants350000 warrants got converted into 350000 Equity Shares of face value of Rs. 10 eachon March 02 2022 upon receipt of written Notice & balance 75% of issue price from oneof the warrant holder.

Consequently the issued subscribed and paid-up equity share capital of the Companystands increased to Rs. 66500000- (Rupees Six Crores Sixty Five lakhs Only) dividedinto 6650000 ( Sixty six Lakhs Fifty thousand only) Equity shares allotted on thepreferential allotment basis shall rank pari passu with the existing equity shares of theCompany in all respects.

The capital of the Company after these changes stood as follows as on March 31 2022:

• AUTHORIZED CAPITAL:

Rs. 70000000/- (Rupees Seven Crores Only) divided into 7000000 ( Seventy LakhsOnly) Equity Shares of Rs. 10/- each.

• ISSUED SUBSCRIBED & PAID-UP CAPITAL:

The paid-up issued and subscribed capital of the Company is Rs. 66500000- (RupeesSix Crores Sixty Five lakhs Only) divided into 6650000 ( Sixty six Lakhs Fifty thousandonly) Equity Shares of Rs. 10/- each.

After Closure of the year:-

• Authorised Capital of the Company increased from Rs. 70000000/- (Rupees SevenCrores Only) divided into 7000000 ( Seventy Lakhs Only) Equity Shares of Rs. 10/- eachto Rs.105000000/- (Rupees Ten Crores Fifty Lakhs Only) divided into 10500000 (OneCrores Five Lakhs) Equity Shares of Rs. 10/-(Rupees Ten Only) each via postal ballotpassed by the shareholders of the Company on June 29 2022;

• the company has issued 666000 Equity shares on Preferential Basis to NonPromoter/Public shareholder authenticated via postal ballot passed by the shareholders ofthe Company on June 29 2022;

• The Company applied for In Principle approval to Stock Exchange on May 27 2022and BSE Limited granted its In-Principle Approval vide Letter No.LOD/PREF/KK/FIP/2358/2022-23 dated June 23 2022.

• Preferential Issue Offer was opened for 5 days i.e. from July 01 2022 to July05 2022 and then was extended for 2 days i.e. upto July 07 2022.

• On receipt of funds from Proposed Allottees upto July 7 2022 661000 EquityShares were allotted in Board Meeting held on July 9 2022 to Non Promoter/Public Categorysubscribers.

• Company applied for Listing Approval for 661000 Equity Shares allotted onPreferential Issue Basis on July 09 2022 and received Listing Approval from BSE Limitedon July 19 2022.

• Company applied for Trading Approval for 661000 Equity Shares allotted onPreferential Issue Basis on July 22 2022 and received Trading Approval from BSE Limitedon July 26 2022 to trade into Securities Market w.e.f. July 27 2022.

UTILISATION OF FUNDS:

The Company raised funds of Rs. 54000000/- (Rupees Five Crore Forty Lakhs Only)through Preferential Issue of shares & Rs. 64350000/- (Rupees Six Crore Forty threeLakh Fifty thousand Only) through preferential issue of Warrants. The gross proceeds ofthe issue has been utilized in the manner as proposed in the Offer Document the detailsof which are hereunder:

Sr.No. Original Object Original Allocation Funds Utilized
1. To make payment of borrowings of the Company meeting future funding requirements working capital and other general corporate purposes of the Company 54000000 54000000
2. To make payment of borrowings of the Company meeting future funding requirements working capital and other general corporate purposes of the Company 64350000 64350000

Further there is no deviation/variation in the utilization of the gross proceedsraised through Preferential issue.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• CONSTITUTION OF BOARD:

As on the date of this report the Board comprises of following Directors;

Name of Director Category Cum Designation Date of Original Appointment Date of Appointment at current Term & designation Total Director- ship2 No. of Committee1 No. of Equity Shares held as on March 31 2022
in which Director is Member in which Director is Chairman
Mr. Aditya Kaushik Chairman and Managing Director November 14 2017 January 5 2018 1 2 0 3013400
Mr. Ashwani Kumar Goel Whole Time Director December 12 2019 September 29 2020 1 0 0 350000
Mr. Naveen Kumar Whole Time Director March 14 2020 September 29 2020 1 0 0 Nil
Mr. Akshay Kumar Vats Non Executive Independent Director January 05 2018 January 05 2018 1 2 1 Nil
Ms. Smita Bhandari Non Executive Independent Director August 282018 September 282018 F 1 2 1 Nil

1 Committee includes Audit Committee and Stakeholder's Relationship Committee acrossall Public Companies.

2 Excluding LLPs Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any otherListed Company and the number of their directorship is within the limits laid down undersection 165 of the Companies Act 2013.

• DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

• BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are called & convened as and when required to discuss and decide on variousbusiness policies strategies and other businesses.

During the year under review Board of Directors of the Company met 14 times on May 262021 June 28 2021 July 15 2021 July 26 2021 July 27 2021 August 16 2021November 11 2021 December 09 2021 December 11 2021 January 25 2022 March 02 2022March 15 2022 March 17 2022 and March 29 2022. Pursuant to Section 173 of theCompanies Act 2013 the time gap between the two consecutive Board Meetings was not bemore than 120 days. PRy JQ

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below:

Name of Director Mr. Aditya Kaushik Mr. Akshay Kumar Vats Ms. Smita Bhandari Mr. Ashwani Kumar Goel Mr. Naveen Kumar
Number of Board Meeting held 14 14 14 14 14
Number of Board Meetings Eligible to attend 14 14 14 14 14
Number of Board Meeting attended 14 14 14 14 14
Presence at the previous AGM of F.Y. 2020-21 Yes Yes Yes Yes Yes

GENERAL MEETINGS:

During the year under review two shareholder meeting were held. Annual General Meetingheld on September 28 2021 and Extra Ordinary General Meeting was held on June 20 2021through Video Conference (VC) or Other Audio Visual Means (OAVM).

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the Act. In the opinion of the Board all our Independent Directorspossess requisite qualifications experience expertise including the Proficiency and holdhigh standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)Rules 2014.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

During the period under review there were no changes in Directors and Key ManagerialPersonnel of the Company.

In terms of Section 203 of the Companies Act 2013 the Company had Mr. Aditya Kaushikas Chairman and Managing Director Mr. Ashwani Kumar Goel and Mr. Naveen Kumar as WholeTime Director Mr. Amit Kaushik as Chief Executive Officer (CEO) and Chief FinancialOfficer (CFO) and Ms. Zalak Shah as Company Secretary and Compliance Officer of theCompany as Key Managerial Personnel.

Further In accordance with the provisions of Section 152 and other applicableprovisions if any of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 (including and statutory modification(s) orre-enactment(s) thereof for the time being in force) Mr. Ashwani Kumar Goel (DIN:08621161) (Whole Time Director) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offered himself for re-appointment.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act 2013 during the FY 2021-22 the Companyhad Mr. Aditya Kaushik as Chairman and Managing Director Mr. Ashwani Kumar Goel and Mr.Naveen Kumar as Whole Time Director Mr. Amit Kaushik as CEO and CFO and Ms. Zalak Shah asCompany Secretary and Compliance Officer of the Company as Key Managerial Personnel.

BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overallsuccess. We believe that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender that will help us retain our competitiveadvantage.

Pursuant to provisions of Companies Act 2013 and Rules made there under SEBI ListingRegulations and Guidance Note on Board Evaluation issued by Securities and Exchange Boardof India on January 05 2017 The Board of Directors has carried out an annual evaluationof its own performance performance of Individual Directors Board Committee including theChairman of the Board on the basis of composition and structure attendance contributioneffectiveness of process information functions and various criteria as recommended byNomination and Remuneration Committee. The evaluation of the working of the Board itscommittees experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.

The performance of each of the Non-Independent Directors (including the Chairman) werealso evaluated by the Independent Directors of the Company at their separate meeting heldon March 29 2022.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. pRI 1!

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee and Independent Directors intheir separate meeting has reviewed the performance of the individual Directors on thebasis of the criteria such as the contribution of the individual Director to the Board andCommittee Meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings Adherence to ethical standards &code of conduct of Company Leadership initiatives etc. In addition the chairman was alsoevaluated on the key aspects of his role.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31 2022 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors have selected such accounting policies and applied them consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the Financial Year andof the profit or loss of the Company for the year;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the Annual Accounts for the year ended March 31 2022 ongoing concern basis;

e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder:

A. Audit Committee :-

The Board of Directors had constituted Audit Committee in line with the provisions ofSection 177 of the Companies Act 2013. The terms of reference of the Committee isavailable on the website of the Company at www.inflameindia.com.

During the year under review the Audit Committee met 4 (Four) times during theFinancial Year 2021-22 on May 26 2021 June 28 2021 August 16 2021 and November 112021.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of the Directors Category Designation Number of meetings during the F inancial Year 20 21 -22
Held Eligible to attend Attended
Mr. Akshay Kumar Vats Non-Executive Independent Director Chairperson 4 4 4
Mr. Aditya Kaushik Chairman and Managing Director Member 4 4 4
Ms. Smita Bhandari Non-Executive Independent Director Member 4 4 4

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever required. Further the Company Secretary of the Company is acting as CompanySecretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered andaccepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.inflameindia.com.

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors has constituted Stakeholder's Relationship Committee mainly tofocus on the redressal of Shareholders' / Investors' Grievances if any like Transfer /Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Boardon a quarterly basis regarding the status of redressal of complaints received from theshareholders of the Company. The terms of reference of the Committee is available on thewebsite of the Company at www.inflameindia.com.

During the year under review Stakeholder's Relationship Committee met 4 (Four) timesviz on May 26 2021 July 27 2021 November 11 2021 and March 02 2022. The compositionof the Committee and the details of meetings attended by its members are given below:

Name of the Directors Category Designation Number of meetings during the F inancial Year 2( 21 -22
Held Eligible to attend Attended
Ms. Smita Bhandari Non-Executive Independent Director Chairperson 4 4 4
Mr. Aditya Kaushik Chairman & Managing Director Member 4 4 4
Mr. Akshay Kumar Vats Non-Executive Independent Director Member 4 4 4

There was no complaint unresolved as on March 31 2022.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has formed Nomination and Remuneration committee in line withthe provisions of Section 178 of the Companies Act 2013. The terms of reference of theCommittee is available on the website of the Company at www.inflameindia.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) timesviz on August 16 2021 and March 29 2022.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of the Directors Category Designation Number of meetings during the F inancial Year 2( 21 -22
Held Eligible to attend Attended
Mr. Akshay Kumar Vats Non-Executive Independent Director Chairperson 2 2 2
Ms. Smita Bhandari Non-Executive Independent Director Member 2 2 2
Mr. Aditya Kaushik Chairman and Managing Director Member 2 2 2

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.inflameindia.com.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2021-22 to Directors of theCompany is provided in Form MGT-7 available on website of the company athttps://inflameindia.com The aggregate amount paid towards Directors remuneration duringthe FY 2021-22 is Rs. 5700000/-

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the

Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

Our Company does not has any Subsidiary Associate and Joint Venture Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were on an Arm'sLength basis and in the Ordinary Course of Business. There are no materially significantRelated Party Transactions i.e exceeding rupees one thousand crore or 10% of the annualconsolidated turnover as per the last audited financial statement whichever is lower or atransaction involving payments with respect to brand usage or royalty entered intoindividually or taken together with previous transactions during the financial yearexceeding five percent of the annual consolidated turnover of the Company as per the lastaudited financial statements made by the Company with Promoters Directors KeyManagerial Personnel (KMP) and other related parties which may have a potential conflictwith the interest of the Company at large were entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

Further prior omnibus approval of the Audit Committee is obtained on yearly basis forthe transactions which are of a foreseen and repetitive nature. The transactions enteredinto pursuant to the omnibus approval so granted were placed before the Audit Committeeand the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2021-22 is givenin notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company at www.inflameindia.com.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return is available on the website of the Companywww.inflameindia.com.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure - A.

MATERIAL CHANGES AND COMMITMENT:

During the year a major fire accident took place at one of the Company's Shed locatedat Village Bagwali Khasra No. 40114-15-16-17/ 1 Block - Raipur Rani Nh - 73Panchkula-134202 on Sunday February 13 2022. Fire was controlled within time and therewas no injury or loss to human life. However the Company has recovered its loss ofproduction caused due to fire in the Month of March 2022.

There are no material changes and commitments affecting the financial position of theCompany have occurred between the end of Financial Year of the Company i.e. March 31 2022to the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveframed Prevention of Sexual Harassment Policy through which we address complaints ofsexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate.

Further the company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Report asAnnexure - B.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence and impactif triggered. A detailed exercise is being carried out to identify evaluate monitor andmanage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss from unauthorized use and ensurescorrect reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company andPeriodical review by the management. The Company has put in place proper controls whichare reviewed at regular intervals to ensure that transactions are properly authorisedcorrectly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices toensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. Our Board exercises its fiduciary responsibilities in the widest sense of theterm. Our disclosures seek to attain the best practices in international corporategovernance. We also endeavor to enhance longterm shareholder value and respect minorityrights in all our business decisions.

As our company has been listed on SME Platform of BSE Limited by virtue of Regulation15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 thecompliance with the corporate Governance provisions as specified in regulation 17 to 27and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E ofSchedule V are not applicable to the company. Hence Corporate Governance Report does notform a part of this Board Report though we are committed for the best corporategovernance practices.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Gandhi Minocha and Company Haryana (FRN: 000458N) were appointedas Statutory Auditors of the Company to hold office till conclusion of the 6th AnnualGeneral Meeting(AGM) of the company to be held in the calendar year 2023.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report is enclosed with the financial statements inthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report except:-

I. The Company has been sanctioned working capital limits in excess of Rs. 5 crores inaggregate from a bank on the basis of security of current assets. However on pursuanceof documents submitted to us the quarterly returns or statements filed by the company withsuch banks are not in agreement with the books of account of the Company.

Reply by Management: Due to technical reasons there was ambiguity in providingData for current Asset valuation for the reason of which thereisdiscrepancyinthestatements filed with the Banks & Books of Accounts. However nowthe Company has implemented ERP System which will enhance data quality and management sothat such discrepancies would not arise in future.

II. The dues relating to the Labour Welfare Fund and Labour Welfare Fund which wasoutstanding as on 31.03.2022 has not been paid.

Reply by Management: The Company has already paid dues for last two years and is inprocess to pay the dues outstanding till 31.03.2022.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure - C.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s SCS AND CO LLP to conduct the secretarial audit of theCompany for the Financial Year 2021-22 as required under Section 204 of the CompaniesAct 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year2021-22 is annexed to this report as an Annexure - D.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely"www.inflameindia.com" containing basic information about the Company.

The website of the Company is containing information like Policies ShareholdingPattern Financial and information of the designated officials of the Company who areresponsible for assisting and handling investor grievances for the benefit of allstakeholders of the Company etc.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR:

During the Financial Year 2021-22 there was no application made and proceedinginitiated /pending under the Insolvency and Bankruptcy Code 2016 by any Financial and/orOperational Creditors against your Company. As on the date of this report there is noapplication or proceeding pending against your company under the Insolvency and BankruptcyCode 2016. JF

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers financialinstitutions business partners and other stakeholders.

Registered office: Khewat Khatoni No. 45/45 For and on behalf of Board of Directors Inflame Appliances Limited
Khasra No. 942/855/1 Village Kalyanpur Tehsil-Baddi Baddi Solan-173205 CIN: L74999HP2017PLC006778
Himachal Pradesh Sd/-
Aditya Kaushik
Date : July 30 2022 Chairman and Managing Director
Place : Panchkula DIN: 06790052

#CGEnd#

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