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IST Ltd.

BSE: 508807 Sector: Auto
NSE: N.A. ISIN Code: INE684B01029
BSE 00:00 | 06 Feb 470.55 26.25
(5.91%)
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NSE 05:30 | 01 Jan IST Ltd
OPEN 470.00
PREVIOUS CLOSE 444.30
VOLUME 766
52-Week high 579.95
52-Week low 400.00
P/E 122.86
Mkt Cap.(Rs cr) 549
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 470.00
CLOSE 444.30
VOLUME 766
52-Week high 579.95
52-Week low 400.00
P/E 122.86
Mkt Cap.(Rs cr) 549
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IST Ltd. (IST) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 46th Annual Report on yourCompany's operations and performance together with the audited financial statement for theyear ended 31st March 2022.

Financial Results

The performance of the Company for the financial year ended March 312022 and for the previous year ended March 31 2021 are summarized below:

KEY FIGURES FOR THE FINANCIAL YEAR 2021-22

(Rs. In Lacs)

PARTICULARS Standalone
31st March 2022 31st March 2021
Share Capital 584.68 584.68
Other Equity (Reserves & Surplus) 20121.37 19184.45
Secured Loan 0.00 0.00
Unsecured Loan 0.00 0.00
Fixed Assets & Immovable Properties 6280.81 6367.52
Investment 10656.00 11529.89
Revenue from Operations 2758.97 2976.63
Other Income 1629.55 941.15
EBIDTA 1546.66 1331.92
Less :- Finance Cost 27.30 22.02
Less :- Depreciation 317.32 340.51
Earning before tax (EBT) 1202.04 969.39
Profit After Tax 932.79 813.63
EPS (In Rs.) 8.00 6.98

State of Company?s Affairs

Your Company is primarily engaged in the business of manufacturing ofhigh precision engineering components / assemblies for Automobile and Consumer GoodsIndustry. Incorporated in the year 1976 the Company has remained a going concern. TheCompany has one operative production plant at Dharuhera (Gurgaon) which has beenaccredited as ISO/TS 16949:2009 and ISO 14001:2004 certified unit. The Company is also aISO 9001:2008 certified Company.

The operations of the Company continued in a smooth and uninterruptedmanner during the course of the year. COVID -19 had effected the operations slightlyduring the month of April-May 2021. However company is taking all necessary precautionsfor the well being and safety of its employees and other stakeholders and ensured minimumadversity to the business operation. The Company continues to have stable growth duringthe year 2021-22.

Standalone Performance

During the year under review the operating revenue of your companyslightly decreased to Rs. 2758.97 Lacs against Rs. 2976.63 Lacs achieved in the previousyear. The Earnings before interest depreciation tax & amortizations (EBIDTA)increased to Rs. 1546.66 Lacs as against Rs. 1331.92 Lacs in the previous year. The netprofit after tax (PAT) for the year also increased to Rs. 932.79 Lacs as compared to Rs.813.63 Lacs in the previous year. The Earnings Per Share (EPS) for the year was Rs. 8.00per share as against Rs. 6.98 achieved in the previous year.

During the year under review the Company continues to remain DebtFree.

Appropriation of Profit after Tax for Transfer to Reserves

No amount has been transferred to the General Reserve during the year.The net retained earnings have been kept in the profit and loss account.

Dividend

The Board of Directors has decided not to recommend any dividend forthe financial year 2021-22.

Share Capital

There was no change in the capital structure of the Company during theyear 2021-22. During the year under review:

a) No Equity shares have been issued with differential voting rights.Hence no disclosure is required in terms of Rule 4(4) of Companies (Share Capital andDebentures) Rules 2014.

b) No issue of Sweat Equity Share has been made. Hence no disclosureis required in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules2014.

c) There was no issue of Employee Stock Option. Hence no disclosure isrequired in terms of Rule 12(9) of Companies (Share Capital and Debentures) Rules 2014.

d) There was no provision made by the Company for any money forpurchase of its own shares by employees or by trustees for the benefit of employees.Hence no disclosure is required in terms of Rule 16(4) of Companies (Share Capital andDebentures) Rules 2014.

e) The issued subscribed and fully paid up share capital of theCompany as on 1st April 2021 and 31st March 2022 remained unchanged.

Deposits

The Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 and as such no amount on account of principal or interest on deposits from publicwas outstanding as on the date of the balance sheet.

Subsidiaries and Associate Companies

The Company has one wholly owned Subsidiary namely ‘GurgaonInfospace Limited' and one Associate namely ‘IST Steel and Power Limited' as onMarch 31 2022. There has been no material change in the nature of the business of thesubsidiary.

None of the Company has become or cease to become the subsidiary jointventure or associate of your Company during the year 2021-22.

The subsidiary of the Company is engaged in the business of developmentand operating IT / ITES SEZ. The Associate Company is into the business of trading ofconsumables.

The Operational income of wholly owned subsidiary of the Companynamely Gurgaon Infospace Limited during the year was Rs. 9764.22 Lacs as against Rs.10675.32 Lacs during the previous year and the Net Profit after tax was Rs. 8664.28 Lacsas against Rs. 8704.63 lacs during the previous year.

The Associate Company namely IST Steel and Power Limited in which theCompany holds 30.80% Equity Shares. The operational income of the said associate companyduring the year was Rs. 381.71 Lacs as compared to 377.79 Lacs during the previous year.The Company's Net Profit after tax was Rs. 193.99 Lacs as against Rs. 178.72 lacs in theprevious year.

A statement containing the salient features of the financial statementof the subsidiary and associate are disclosed in the financial statements of the Companyas per the requirement of Section 129(3) of the Companies Act 2013. The Statement in FormAOC-1 containing the salient features of the financial statement of the Subsidiary(ies)and Associate(s) also forms part of this report as Annexure A.

In accordance with the provisions of section 136 of the Act theStandalone Financial Statements of the Company the Consolidated Financial Statementsalong with relevant documents and separate audited accounts in respect of subsidiaries areavailable on the website of the Company www.istindia.com.

The Policy for determining Material Subsidiaries adopted by your Boardis in conformity with Regulation 16(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The same can be accessed on the Company's websitewww.istindia.com.

Consolidated Financial Statements

In accordance with Indian Accounting Standards (IND - AS) - 110 on theConsolidated Financial Statements read with Indian Accounting Standards (IND - AS) - 28 onInvestments in Associates and Joint Ventures the audited consolidated financial statementforms part of the Annual Report.

Board of Directors

The Board of Directors devises operational and financial strategies forthe organization and monitor the effectiveness of the practices adopted by the Company.The members of the Board are judgmental responsible and experienced and have variedindustrial expertise. The diversity of the Board enhances the quality of the decisionsmaking by utilizing the different skills qualification professional experienceknowledge etc. necessary for achieving sustainable and balanced development as well asensuring good Corporate Governance.

The composition of the Board is in conformity with the requirement ofRegulation 17 of the Listing Regulations Section 149 and other applicable provisions ofCompanies Act 2013. The Board of Directors consists of nine (9) Directors consisting of 2non independent Executive Directors 3 non-independent non-executive directors and 4Independent directors including one women director with independent director being theChairman of the Board. The Board of your Company possesses the appropriate expertise andexperience in the general corporate management varied industrial knowledge diversityand integrity which enables them to contribute effectively and efficiently in the bestinterest of the Company.

In accordance with the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the Company Mr. Mayur Gupta (DIN: 00131376) andMr. Gaurav Guptaa (DIN: 00047372) shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible have offered themselves for re-appointment subject to approvalof the shareholders. The brief detail of Mr. Mayur Gupta and Mr. Gaurav Guptaa isfurnished in the explanatory statement to the notice of the AGM under the head"Directors Seeking Appointment / Re-appointment at this Annual General Meeting".

On the recommendation of nomination and remuneration committee andpursuant to the provisions of section 161 196 and other applicable provisions of theCompanies Act 2013 the Board of Directors at its meeting held on 25th November 2021inducted Mr. Satchit Kumar Basu as additional director in the capacity of whole timedirector of the Company designated as Director (Technical) who shall be liable toretirement by rotation. In terms of the provisions of Section 161 of the Companies Act2013 Mr. Satchit Kumar Basu holds the office of director upto the ensuing Annual GeneralMeeting of the Company. The Board recommends appointment of Mr. Satchit Kumar Basu asDirector (Technical) for a term of 3 years w.e.f 25th November 2021 till 24th November2024 at the ensuing Annual General Meeting.

During the year under review Mr. Narinder Lal Khitha Whole TimeDirector designated as Director (Technical) resigned as member of the Board due topersonal reasons and pre-occupations. The Board place or record its appreciation for thevaluable contribution extended by Mr. N.L. Khitha during his association with the Companyas Director.

In terms of Section 149(7) of the Companies Act 2013 read withRegulation 16(1) of the Listing Regulations the Independent Directors of the Company ason March 312022 have submitted a declaration that each of them meet the criteria ofIndependence as laid down under Section 149(6) of the Act read with Rules framedthereunder and Regulation 16 of the Listing Regulations and that they are not aware of thecircumstances or situation which might have exists or is anticipated that could impairtheir ability to discharge their duties with an objective of independent judgment andwithout any external influence as required under Regulation 25 of the Listing Regulation.They have also confirmed that they have registered themselves under Independent DirectorsDatabase of the Indian Institute of Corporate Affairs. Further all the Directors haveconfirmed that they have complied with the Company's code of conduct.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outAnnual Performance Evaluation of its own performance each of Director individually andthat of its Committees. The performance was evaluated by the Board after seeking inputsfrom all the Directors on the basis of criteria such as the Board composition andstructure effectiveness of board processes information flow and functioning etc.

The performance of the Committees was also evaluated by the Board afterseeking inputs from all the members of the respective Committee on the basis of criteriasuch as the composition of the committee effectiveness of committee information flow andfunctioning etc.

Further Board has also carried out an Annual evaluation of IndependentDirectors. The Performance Evaluation was based on their contribution to Company'sobjectives and plans efficient discharge of their responsibilities participation inBoard/Committee meetings adherence to the Code of Conduct and other relevant parameters.

The nomination and remuneration committee also reviewed the evaluationcriteria for the Board its Committee Executive and non-executive Directors and Chairmanof the Board considering qualification expertise attributes and various parametersbased on which evaluation of the Board as a whole and its members individually has beencarried out.

During the year a separate meeting of Independent Directors was heldto assess the performance of Nonindependent Directors and the Chairperson of the Company.While evaluating the performance of any member the views of executive directors andnon-executive directors were also taken into consideration.

Familiarization Program for Independent Directors

In terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the company apprised the Directors at the meetings about the changesand updates in the regulatory and business environment to enable them to familiarize withthe Company's procedure and practices. The familiarization programs are conducted as andwhen required or on the specific request of a Director which includes visit tomanufacturing unit meeting with senior and middle level management to make themunderstand the in-depth about the financials and operations of the Company.

Number of Meetings of the Board

During the year under review the board of the directors of the companymet 6 times. The details of such meetings have been provided in Corporate GovernanceReport that form part of the Annual Report. The intervening gap between any two meetingswas within the period prescribed under the Companies Act 2013 and Listing Regulations.Apart from the above a separate meeting of Independent Directors was held on 12.02.2022.For more information regarding the dates and attendance of the members of the Board youmay refer to relevant portion of the Corporate Governance Report forming part of theAnnual Report.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 followingwere the Key Managerial Personnel's during the period from 1st April 2021 till the dateof this report:

1) Mr. Suresh Chand Jain Executive Director

2) Lt. Col. (Retd.) N.L. Khitha Director (Technical) (Resigned w.e.f.30/06/2021)

3) Col. (Retd.) Satchit Kumar Basu Director (Technical) (Appointedw.e.f. 25/11/2021)

4) Mr. D.N. Tulshyan Chief Financial Officer

5) Mr. Bhupinder Kumar Company Secretary (resigned w.e.f. 06/05/2022)

6) Mr. R.K. Sapra appointed as Company Secretary w.e.f. 07/05/2022 andresigned w.e.f. 16/07/2022

7) Mr. Bhupinder Kumar appointed as Company Secretary w.e.f. 25/07/2022

Nomination and Remuneration Policy of the Company relating toDirector?s appointment Payment of Remuneration and Discharge of their duties.

The Nomination and Remuneration Policy of the Company for theDirectors Key Managerial Personnel (KMP's and other employees including criteria fordetermining qualification positive attributes independence of a Director remunerationand other matters provided under sub-section (3) of Section 178 is available on theCompany's website www.istindia.com under investors column.

Directors Responsibility Statements

In terms of the requirement of Section 134(5) of the Companies Act2013 and based on the framework of internal financial control and audit / review conductedby the internal statutory and secretarial auditors the Board of

Directors with the concurrence of the Audit Committee is of theopinion that the Company's internal financial controls were adequate and effective andhereby confirm:

a) that in the preparation of the annual accounts for the financialyear ended 31st March 2022 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) that the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year 31st March 2022 and of the profit and loss of the Company for thatperiod;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

e) that proper internal financial controls were laid down and that suchinternal financial controls are adequate and were operating effectively.

f) that proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 Board of Directors of theCompany has constituted the Corporate Social Responsibility Committee (CSR Committee)comprising of the following Directors:

(a) Air Marshal Denzil Keelor (Retd) Chairman

(b) Mr. Gaurav Guptaa

(c) Mrs. Manu Aggarwal (Appointed as member of the committee w.e.f.30/06/2021)

(d) Lt. Col. N.L. Khitha (Retd.) (Resigned from the Directorship w.e.f.30/06/2021)

The said committee has been entrusted with the responsibility offormulating and recommending to the Board a Corporate Social Responsibility Policy (CSRPolicy) or any amendment thereto inter-alia indicating the activities to be undertaken bythe Company monitoring the implementation of the CSR policy and recommending the amountto be spent on CSR activities.

Further details on Corporate Social Responsibility are given in Annexure- B to this Board Report.

Auditors and Auditors? Report Statutory Audit

Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 the first term of M/s Gupta Vigg& Co. Chartered Accountants as statutory auditors of the Company will expire at theconclusion of 46th Annual General Meeting. The Board of Directors take this opportunity toplace on record its sincere appreciation for M/s Gupta Vigg & Co. for their work overthe past 5 years.

The report given by M/s Gupta Vigg & Co. statutory auditors on thefinancial statement of the Company for the financial year 2021 -22 is part of the AnnualReport. The observations of the Auditors and the relevant notes on the accounts areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Further during the year in the course of the performance of theirduties as auditor no frauds were reported by them which they have reason to believe thatan offence involving fraud has been committed against the Company by any officer oremployee of the Company.

Based on the recommendation of the Audit Committee the Board hasrecommended the appointment of M/s. O.P. Dadu & Co. Chartered Accountants as thestatutory auditors of the Company in place of M/s Gupta Vigg & Co. for a first term of2 consecutive years from the conclusion of 46th Annual General Meeting of the Companyscheduled to be held in the calendar year 2022 till the conclusion of 48th Annual GeneralMeeting of the Company to be held in the calendar year 2024 for the approval of theshareholders of the Company.

The Company has received letters from M/s. O.P. Dadu & Co.Chartered Accountants to the effect that their appointment if made would be within theprescribed limits under Section 141 (3)(g) of the Companies Act 2013 and that they arenot disqualified for appointment as statutory auditors of the Company.

Internal Audit

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 ofthe Companies (Accounts) Rules 2014 M/s Jinender & Co. Chartered Accountants hasbeen appointed as the Internal Auditors of the Company. The Internal Auditors submit tothe Board their internal audit report on the affairs of the Company on quarterly basis.The Board express it satisfaction to the quarterly internal audit report submitted bythem.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board of Directors had appointed M/ s. Vinod Kumar & Co. CompanySecretaries in practice to conduct Secretarial Audit for the financial year 202122. TheSecretarial Audit Report presented by Vinod Kumar & Co. Company Secretaries confirmsthe compliances by the company of all the applicable provisions of Companies Act 2013Listing Agreement SEBI guidelines and all other applicable laws rules and regulations.The Secretarial Audit Report does not contain any qualification reservation and adverseremark.

The Secretarial Audit Report for the financial year ended 31st March2022 is annexed herewith which form part of this Report as Annexure - C.

Pursuant to Regulation 24A of Listing Regulations 2015 the Companyhas obtained the annual secretarial compliance report from Mr. Tumul MaheshwariProprietor M/s MT & Co. (C.P. No. 5554) Company Secretary in Practice and the samehas been submitted to BSE Limited on 20/05/2022 which is within the prescribed timelimit.

Cost Audit

Pursuant to Section 148(3) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Cost Audit / maintenance of costrecords is not applicable on the Company.

Internal financial control systems and their adequacy

The Internal Control Systems are inherent in the Company and areworking effectively efficiently and are in the best interest of the Company. Policies andprocedures adopted by the Company to ensure orderly and efficient conduct of its businesssafeguarding its assets prevention and detection of frauds and errors the accuracy andcompleteness of accounting records and the timely preparation of financial and managementinformation.

The Company has a process in place to continuously monitor theefficiency and effectiveness of the Internal Controls which are reviewed by the auditcommittee as well as the management from time to time. The Company has designed andimplemented a process driven framework for Internal Financial Control (IFC) within themeaning of the Section 134(5)(e) of the Companies Act 2013 read with explanation thereof.For the year ended March 31 2022 the Board is of the opinion that the Company has soundIFC which commensurate with the nature and size of its business operations and no weaknessexists.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors employees and business associates to report to the managementtheir concern about any unethical behavior actual or suspected fraud or violation of thecompany's code of conduct or ethics policy. The Policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also provide for directaccess to the Chairman of the Audit Committee. The vigil mechanism is being overseen bythe Audit Committee. It is hereby affirmed that no personnel of the Company had beendenied access to the Audit Committee. The whistle blower policy is available at company'swebsite www.istindia.com.

Risk Management

Risk is inherent in all the business and administrative activities ofthe Company. Therefore the Company has a system in place for identifying and mitigatingthe Risk associated with the nature of business(es) undertaken by the Company. The auditcommittee and the Board also reviews the area of financial risks while analyzing theadequacy and efficiency of internal controls systems adopted by the Company from time totime. Further the Board of Directors periodically takes note of the initiatives taken bythe management to mitigate risk. The Company has formulated Risk Management Policy dulyadopted by the Board which is available on Company's Website of the Company.

In accordance with provisions of Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company is not required toconstitute Risk Management Committee during the year 2021-22.

Particulars of Investments Loans Guarantees given or Securitiesprovided

The Company has not provided any Guarantee or security for any party.Particulars of investment under section 186 of the Companies Act 2013 read with rule 8(2)of the Companies (Accounts) Rules 2014 is given in form AOC - 2 as annexed to thisReport. Further the detail is also provided in the standalone financial statement underNote No. 8 and 13.

Related Party Transactions

All the related party transactions were entered in ordinary course ofbusiness and are on arm's length. Transactions with related parties are conducted in atransparent manner and in the best interest of the Company. The system of taking priorapproval of Audit Committee for entering into any related party transaction is in placeand is strictly followed by the Company. Once approved by the Audit Committee all relatedparty transactions are also approved by the Board of Directors. The statement of all therelated party transactions being entered by the Company and any subsequent modificationthereof specifying the nature value and terms and conditions of transaction is placedbefore the Audit Committee on Quarterly basis for its review. Detail of the Related PartyTransactions are given in Note No. 42 to the financial statement.

During the year under review there was no materially significantrelated party transactions between the Company and its directors Key ManagerialPersonnel their relatives subsidiaries or associate companies and other related parties.

Accordingly particulars of contracts or arrangements with relatedparties referred to in Section 188(1) along with the justification for entering into suchcontracts or arrangements in Form AOC-2 does not form part of this report.

The policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board is available on the Company'swebsite at www.istindia.com.

Material Changes and Commitments

Pursuant to section 134(3)(l) no other material changes andcommitments affecting the financial position of the Company have occurred between the endof financial year of the company to which this report relates till the date of thisreport.

Significant and Material Orders Impacting Operations of Company infuture

No significant or material orders have been passed by any regulators orcourt or tribunals impacting the going concern status and future operations of yourcompany.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the provisions of section 124(5) of the Companies Act 2013read with IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 thedeclared dividends which remained unpaid / unclaimed for a period of 7 years needs to betransferred by the Company from time to time on due dates to the Investor Education andProtection Fund (IEPF) established by the Central Government.

Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years till 31st March 2021. Therefore there were no funds which wererequired to be transferred to Investor Education and Protection Fund (IEPF) during theyear under review.

Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the copy of the AnnualReturn can be accessed at Company's website www.istindia.com.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial conditionand operational performance of the Company for the year under review as stipulated as perregulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in separate section forming part of this Annual Report.

Corporate Governance Report

In pursuance of various Regulations and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance has been incorporated in the Annual Report for the information of theShareholders. The prescribed certificate regarding compliance of the conditions ofCorporate Governance as stipulated under the said regulations also forms part of theAnnual Report.

Employees Relations

The relations with the Employees have been cordial throughout the yearunder review. Your Directors place on record their sincere appreciation in respect of theservices rendered by the Employees of the Company at all levels.

Particulars of Employees

The statement of particulars of appointment and remuneration of KeyManagerial Personnel as per Section 197(12) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure D formingpart of this report.

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended there is no employee who is drawing remuneration inexcess of the limits set out in the said rules. Therefore no statement required underRule 5(2) and 5(3) forms part of this Report.

Protection of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention of sexual harassment at work place pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The policy has been widely disseminated and all employees are made aware of the same.During the year under review there was no case of sexual harassment reported.

Conservation of energy technology absorption foreign exchangeearnings and outgo :

A. Conservation of Energy

a) Steps taken or impact on conservation of energy

• The Company ensures that the manufacturing operations areconducted in the manner whereby optimum utilization and maximum possible saving of theenergy is achieved.

• All possible steps are being taken to reduce idle running ofmachinery thereby reducing wastage of energy and Fuel / Oil Consumption.

• All efforts are made to conserve the energy through variousmeans such as use of low energy consuming lighting systems etc.

• No specific investment has been made in reduction in energyconsumption. However the Management continuously upgrades and/or replaces old machinerywith energy efficient machinery as and when required.

• As the impact of measures taken for conservation and optimumutilization of energy are not possible to be quantified its impact on cost cannot bystated accurately.

• No specific step has been taken by the management forutilization of alternate source of energy The Company does not fall under the list ofindustries which should furnish the information in Form A annexed to the Companies(Accounts) Rules 2014.

B. Technology Absorption

The Company's products are manufactured by using in-house know how andno outside technology is being used for manufacturing activities. Therefore no technologyabsorption is required. The Company constantly strives for maintenance and improvement inthe quality of its product and the quality control activities are directed to achieve theaforesaid goal.

Expenditure incurred on Research & Development (R & D) - NIL

C. Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Particulars 2021-22 2020-21
Earnings in Foreign Exchange 9.55 0.18
Value of imports (CIF Value) 12.74 166.71
Expenditure in Foreign Exchange - 0.69

Listing

The Equity Shares of your Company continue to be listed on BSE Limited(BSE). There is no default in payment of Annual listing fees and annual custodian fee inrespect of shares held in dematerialisation mode to NSDL and CDSL.

Dematerialisation of Shares

To provide better and smooth service to the shareholders the Company'sequity shares have been made available for dematerialisation in electronic form in theDepository Systems operated by National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) Mumbai. In order to avail the serviceshareholders can dematerialize their shares in the electronic form.

Compliance of Secretarial Standards

During the financial year 2021-22 the Company has complied with theSecretarial Standard - 1 for Meeting of Board of Directors and Secretarial Standard - 2for General Meeting issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors wish to place on record their sincere appreciation andthanks for the valuable cooperation and support received from the Company's BankersFinancial Institutions Central and State Government Authorities Clients ConsultantsSuppliers Members Employees and other stakeholders of the Company and look forward forthe same in greater measure in the coming years.

For and on behalf of the Board of Directors
Mayur Gupta Suresh Chand Jain
Place: New Delhi Director Director
Dated: 27.08.2022 DIN: 00131376 DIN: 00092079

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