Dear Members

Your Directors are pleased to present the Fourteenth (14^th)Annual Report of the business and operations of the Company along with the AuditedFinancial Statements for the financial year ended on March 31 2022.

1. FINANCIAL RESULTS

The Company's financial performance for the year under ended March31 2022 is summarized below:

(? In Lakhs)

A. As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on March 31 2022 has been prepared in accordance with theIndian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards)Rules 2015 and the Companies (Indian Accounting Standards) Amendment Rules 2016 notifiedunder Section 133 of Companies Act 2013 and other relevant provisions of the Act. Theestimates and judgements relating to the Financial Statements are made on a prudent basisto reflect in a true and fair manner including profits and cash flows for the year endedMarch 31 2022. The Notes to the Financial Statements adequately explain the AuditedStatements.

B. In accordance with the Companies Act 2013 & Indian AccountingStandards (Ind AS) 110 on ‘Consolidated Financial Statements' read with Ind AS111 on ‘Joint Arrangements' and Ind AS 112 on ‘Disclosure of Interest inother entities' the Audited Consolidated Financial Statements are also provided inthe Annual Report.

2. PERFORMANCE REVIEW • BUSINESS OUTLOOK

"Monte Carlo Fashions" has a diversified presence acrossvarious segments. It has created a comprehensive range of wool and cotton cotton blendedknitted and woven apparels and home furnishing under umbrella brand name "MonteCarlo" such as Luxuria Denim Alpha and Tweens Rock It etc. In the cotton segmentwe produce T-shirt Shirts Denims Trousers Suits and different other garments apartfrom that we also produce jackets and coats. The Company's ability to tap varioussegments of the market which provides the Company tremendous opportunities of growth forcoming years. The Company's key strength is wide and growing its distribution networkwith a diversified presence across India with 315 Exclusive Brand Outlets 2108+ MultiBrand Outlet & distributors 740 National Chain Stores and 287 Shop-in-Shop stores.The Company also has online presence through its own portal as well as various onlineplatforms such as Ajio Amazon Flipkart Myntra Jabong and Kapsons. Your Companycontinues to enjoy a comfortable net cash position and with adequate banking limits inplace its ability to service debts and financing obligations on time remains unaffected.The Company continues to invest in brand building and various marketing initiatives andalso continues to enjoy the best customer response across all portals.

The Company has a pan-India presence and we are also looking topenetrate further in the western and southern regions of India. With the strong businessdeliverables and brand presence in the current financial year the Company aims to furtherexpand its business in Jammu & Kashmir (J&K) to meet the demands of the market.The Company during the year has

incorporated a Wholly-owned subsidiary ‘Monte Carlo Home TextilesLimited' and has plans to set-up a cloudy blended manufacturing unit in J&K. TheCompany is well positioned for sustainable growth for the near future.

• PRODUCTION AND SALES REVIEW

During the year under review your company has witnessed a increase inrevenue of around 45.38% The production of the company has been increased to 3812123 pcsfrom 2729576 pcs during the year 2021-22 showing an increase of 39.65% due to increasein production capacity of cotton section. The revenue from operations stood at t 90432.20Lakhs from t 62201.73 Lakhs achieved last year.

• PROFITABLITY

The Company's earnings before depreciation interest and tax forthe current year is t20551.27 Lakhs as against t 13573.14 Lakhs achievedlast year. After providing for deprecation of t 3725.69 Lakhs (previous year t3420.03Lakhs) finance cost of t 1568.47 Lakhs (previous year 1351.04 Lakhs) provisionfor current tax of t 4244.03 Lakhs (previous year t2393.68 Lakhs)provision for deferred tax (t 390.11) Lakhs (previous year (t221.19 Lakhs)the Net Profit from the operations increased to 111403.59 Lakhs as compared to t6629.58Lakhs achieved last year. The other income of the Company for the saidFinancial Year stood at t2548.69 Lakhs.

On a consolidated basis your company recorded turnover of t 90432.20Lakhs during the financial year ended 31^st March 2022 and achievedconsolidated net profit of 111394.22 Lakhs for the said financial year.

A) Fixed assets

The Net Block as at March 31 2022 was at t 15321.53 Lakhs ascompared to t 14926.86 Lakhs in the previous year.

B) Current assets

The current assets as on March 31 2022 were at t 80947.20Lakhs as against t 67924.61 Lakhs in the previous year.

• FINANCIAL CONDITION & LIQUDITY

The Company enjoys a rating of "(CARE) AA- (pronounced double Aminus)" from CARE Limited (CARE) for long term borrowings and "(CARE) A1+(pronounced CARE A one plus)"for short term borrowings. Management believes that theCompany's liquidity and capital resources should be sufficient to meet its expectedworking capital needs and other anticipated cash requirements.

The position of liquidity and capital resources of the company is givenbelow:-

( t in Lakhs)

• IMPACT OF COVID-19

The COVID-19 pandemic affected the Indian fashion and textile sectorholistically. The effect of a pandemic could be understood by examining the demand-sidefactors (social distancing consumer demand and exports) and the supply-side factors(production supply chain employment prices of essential raw materials and imports). Themanufacturing activity across Asia was halted due to cancelled orders and theunavailability of raw materials. Your Company's management and employees worked veryhard to minimise the impact and ensured that Company's units were operated safely andrequirements of the customers were met.

The extraordinary efforts minimised the impact on Company'sperformance. The loss of contribution and margins during

that period were mitigated by taking various measures to control thecosts and reducing operating and fixed expenses. The Detailed information of the Impact ofCOVID-19 has been included under the Management Discussion & Analysis report formingpart of this Annual Report.

3. SHARE CAPITAL

The Authorized Share Capital of your Company as at March 312022 standsat t 250000000 divided into 25000000 Equity Shares of t10/- each. As atMarch 312022 the Issued Subscribed and Paid-up Equity Share Capital of the Companystood at t 207320640 divided into 20732064 Equity Shares of t 10/- each.

There was neither any issue of Equity shares with differential rightsas to dividend voting or otherwise nor grant of any stock options or sweat equity underany scheme during the year under review. As on March 31 2022 none of the Directors ofthe Company was holding any instrument convertible into Equity Shares of the Company.

4. DIVIDEND

Based on the Company's performance wherein it has earned a NetProfit of t90432.20 Lakhs your Board recommends a dividend of t20/- perEquity Share of t10/- each (i.e 200%) for the approval of the members at theensuing Annual General Meeting. The final dividend on Equity Shares if declared by themembers would involve a cash outflow of around t 4146.41 Lakhs.

The dividend once approved by the Shareholders will be payable to thosemembers whose name appear in the Register of members as on the record date. The Registerof Members and Share Transfer Books of the Company will remain closed from SaturdaySeptember 17 2022 to Wednesday September 28 2022 (both days inclusive) and the recorddate will be Wednesday September 21 2022 for the purpose of payment of dividend for thefinancial year 2021-2022.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations') theBoard has formulated and adopted the Dividend Distribution Policy. The Policy is availableon the website of the Company athttps://www.montecarlocorporate.com/investor-relation/policies-code

5. TRANSFER TO RESERVES

The General Reserve of the Company stood at t38086.51 Lakhs asat March 31 2022.

6. SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Joint Ventures or Associate Company. Thecompany has one unlisted subsidiary named "Monte Carlo Home Textiles Limited".

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESEFINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:-

There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany i.e. March 31 2022 and the date of this report

8. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/ or Board underSection 143(12) of Act and Rules framed thereunder.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNELS

As on March 31 2022 The Board of Directors presently consists of 12(Twelve) Directors including a Chairman & Managing Director 4 (Four) ExecutiveDirectors 1 (One) Non Executive Non Independent Director and 6 (Six) IndependentDirectors.

The Board consists of a balanced profile having specialization indifferent fields that enable them to address various business needs of the Company whileplacing very strong emphasis on corporate governance.

Directors:

a) Independent Directors:

a) Appointment of Independent Director(s):

During the Year Under review:

• Dr. Roshan Lal Behl (DIN: 06443747) was appointed by the heBoard of Directors upon the recommendation of Nomination and Remuneration Committee as anAdditional Director in the category of Independent Director w.e.f August 5 2021. Furtherthe Members of the Company in the Annual General Meeting held on September 24 2021appointed Dr. Roshan Lal Behl as an Independent Director of the Company.

• Sh. Manikant Prasad Singh (Din No: 01790672) and Sh. ParvinderSingh Pruthi (Din No: 07481899) was appointed by the he Board of Directors upon therecommendation of Nomination and Remuneration Committee as an Additional Director in thecategory of Independent Director w.e.f Feburary 1 2022. Further the Members of theCompany by way of postal ballot through notice dated February 4 2022 appointed Sh.Manikant Prasad Singh and Sh. Parvinder Singh Pruthi as an Independent Director of theCompany.

Cessation from Directorship:

Dr. Amrik Singh Sohi (03575022) and Sh. Ajit Singh Chatha (02289613)ceased to be Independent Directors of the Company w.e.f. January 31 2022 and March 312022 respectively on completion of their second term of appointment.

Resignation of Independent Director

The Board of Directors in its meeting held on August 5 2021 hasaccepted the resignation tendered by Sh. Paurush Roy (DIN: 03038347) as IndependentDirector of the Company due to pre-occupation and personal circumstances. Sh. Roy hasconfirmed that there are no material reasons for his resignation. The Board placed onrecord the valuable services rendered by Sh. Paurush Roy during his tenure and expressedits deep sense of appreciation and gratitude for the same.

Declaration of independence from Independent Directors

The Company has received the following declarations from all theIndependent Directors confirming that:

• They meet the criteria of independence as prescribed under theprovisions of the Act read with the Schedules and Rules issued thereunder as well as ofRegulation 16 of the Listing Regulations.

• In terms of Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 they have registered themselves with theIndependent Director's database maintained by the Indian Institute of CorporateAffairs Manesar.

• In terms of Regulation 25(8) of the Listing Regulations theyare not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. In termsof Regulation 25(9) of the Listing Regulations the Board of Directors has ensured theveracity of the disclosures made under Regulation 25(8) of the Listing Regulations by theIndependent Directors of the Company.

b) Women Directors:

In terms of the provision of Section 149 of the Companies Act 2013 andRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") your Company has 3 (Three) Women Directors on the Boardnamely Smt. Ruchika Oswal (DIN:00565979) Smt. Monica Oswal (DIN:00566052) and Dr. ManishaGupta (DIN:06910242).

c) Re-appointment of Executive Director

At the 9^th AGM of the Company Sh. Sandeep Jain wasappointed as Executive Director of the Company for a period of five years w.e.f01.08.2017. Considering his valuable contribution to the growth of the Company duringtheir tenure the Nomination and Remuneration Committee and the Board of Directors hadrecommended his re-appointment as Executive Director for a period of five years witheffect from August 12022 subject to the approval of the members in the ensuing AnnualGeneral Meeting (AGM).

d) Retirement by Rotation

In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 Sh. Sandeep Jain (DIN: 00565760) Executive Director and Smt. Ruchika Oswal(DIN: 00565979) Director of the Company being longest in the office since their lastappointments/ re-appointments shall retire at the forthcoming Annual General Meeting andbeing eligible offers themselves for re-appointment on the same terms and conditions onwhich they were appointed/ re-appointed.

In compliance with Regulation 36 of Listing Regulations and SecretarialStandard-2 on General Meetings brief resumes of all the Directors proposed to beappointed / re-appointed are attached along with the Notice calling the ensuing AnnualGeneral Meeting.

E) Details of Familiarisation Programme:

The details of the programmes for familiarisation of IndependentDirectors with the Company their roles rights

responsibilities in the Company nature of the industry in which theCompany operates the business model and related matters are posted on the website of theCompany at https://www.montecarlocorporate.com/Pdfs/Familarization%20program%202021-221656926214.pdf

F) Key Managerial Personnel (KMP's)

The following persons are the Key Managerial Personnel (KMP's) ofthe Company as on March 31 2022 in terms of provisions of Section 203 of the CompaniesAct 2013 and rules made there under:

10. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policyand strategy apart from other business discussions. However in case of a special andurgent business need the Board's approval is taken by passing resolution(s) throughcirculation as permitted by law which is confirmed in the subsequent Board Meeting.

During the Financial Year 2021-2022 the Board met on 4 (Four)occasions viz. May 14 2021; August 05 2021; November 10 2021 and February 04 2022. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

11. COMMITTEES OF THE BOARD

The Company has constituted the following committees in compliance withthe Companies Act 2013 and the Listing Regulations.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee ;

4. Corporate Social Responsibility Committee;

5. Share Transfer Committee and

6. Risk Management Committee

All these Committees have been established as a part of the bestcorporate governance practices. There have been no instances where the Board has notaccepted any recommendation of the aforesaid Committees. The details in respect to theCompositions Powers Roles and Terms of Reference etc. are provided in the CorporateGovernance Report forming part of this Report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021 notification dated 05.05.2021 it is mandated for topone thousand listed based on their market capitalization to constitute Risk ManagementCommittee. Complying with the same the Risk Management Committee is constituted by theBoard of Directors in their meeting.

12. ANNUAL BOARD EVALUATION

In line with the provisions of the Companies Act 2013 and SEBIGuidance Note on Board evaluation issued on January 5 2017 read with relevant provisionsof the SEBI Listing Regulations 2015 the Board has carried out an annual evaluation ofthe Directors individually of the Chairman and of the Board as a whole. The performanceof the Directors was evaluated through a separate meeting of the Independent Directors.The Board evaluated the effectiveness of its functioning that of the Committees and ofindividual Directors after taking feedback from the Directors and committee members.

A separate meeting of Independent Directors was held on November 102021 to review the performance of Non-Independent Directors' performance of theBoard and Committee as a whole and performance of the Chairman of the Company taking intoaccount the views of Executive Directors and the Non-Executive Directors. The performanceof the Independent Directors was evaluated by the entire Board except the person who isbeing evaluated in their meeting held on February 4 2022.

14. PUBLIC DEPOSIT

During the year under review your Company has not accepted anydeposits as envisaged under Section 73 of the Companies Act 2013 and rules made thereunder.

15. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an adequate system of internal financial controlcommensurate with its size and scale of operations procedures and policies ensuringorderly and efficient conduct of its business including adherence to the Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of accounting records and timely preparation of reliablefinancial information.

Based on the framework of Internal Financial Controls and compliancesystems established and maintained by the Company work performed by the InternalAuditors Statutory Auditors and Secretarial Auditors and External Consultants includingaudit of internal financial controls over financial reporting by the Statutory Auditorsand the reviews performed by the management and the Audit Committee the Board is of theopinion that Internal Financial Controls of the Company were adequate and effective duringthe year under review.

16. BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 yourmanagement at regular intervals evaluates various risks faced by the Company which couldaffect its business operations or threaten its existence. Major risks identified by thebusinesses and functions from time to time are systematically addressed through mitigatingactions on a continuing basis.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Board has constituted a CSR Committee constituted under Section135 of the Companies Act 2013. As per the adopted CSR policy the Company is committed tocertain CSR initiatives in the fields of Medical Relief and Research EnvironmentalSustainability Education and Social Upliftment etc. in collaboration with its GroupCompanies through the Implementing Agency i.e Oswal Foundation. The said policy isavailable at website of the company at link: https://www.montecarlocorporate.com/investor-relation/policies-code.

The Company carries on its CSR activities through Oswal Foundationalong with the other group companies. The Company discharges its CSR liability by eithercontributing the amount to the said foundation or making a provision by way of CSRreserve.

The Company was required to spend 1180.42 Lakhs on account ofits liability towards Corporate Social Responsibility (CSR) for the Financial year 2021-22and the Company has fulfilled its entire CSR obligation by donating 1175.75 Lakhsto Oswal Foundation and spending ?4.67 Lakhs towards traffic barriers to TrafficPolice Ludhiana thus complying with the provisions of section 135 of the Companies Act2013.

The Annual Report on CSR activities as required under Companies(Corporate Social Responsibility Policy) Rules 2014 including a brief outline of theCompany's CSR Policy is annexed as Annexure-A hereto and forms part of thisreport.

18. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy adopted by the Company lays downa framework in relation to selection appointment/ reappointment of Directors KeyManagerial Personnel and Senior Management alongwith their remuneration. It also lays downcriteria for determining qualifications positive attributes independence of director(s)and other matters provided under sub section (3) of section 178 of the Companies Act2013. The said Policy is available on the website of the Company at following link: https://www.montecarlocorporate.com/investor-relation/policies-code

As mandated by proviso to Section 178(4) of the Companies Act 2013salient features of Nomination and Remuneration Policy is annexed as Annexure- B heretoand forms part of this report.

19. RELATED PARTY TRANSACTIONS

All the transactions entered into by the Company with its relatedparties during the year under review were in the "ordinary course of thebusiness" and on "an arm's length basis" none of which was"material" in accordance with the Company's Related Party TransactionsPolicy. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is annexed as Annexure-C.Further there are no materially significant related party transactions made by the Companywith Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the Company at large.

Prior approval of the Audit Committee was also obtained for all thetransactions entered into during the year 2021-22 by the Company with its Group Companies.The details of all the related party transactions were placed before the Audit Committeeand Board for its consideration and ratification on quarterly basis.

The details of the transactions entered with Related Parties during theyear are provided in the Company's Financial Statements at Note No. 40 of the Notesto Accounts in accordance with the relevant Accounting Standard.

Your Company has framed a Policy on Related Party Transactions forpurpose of identification and monitoring of such transactions in line with therequirements of the Companies Act 2013 and Listing Regulations and the said policy isavailable at website of the company at link: https://www.montecarlocorporate.com/investor-relation/policies-code.

20. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS

The Company has not given any loan guarantee or made any investmentcovered under the provisions of Section 186 of the Companies Act 2013. However thedetail of investments made by the Company is given in the notes to the FinancialStatement.

21. EXTRACTS OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framedthereunder the extract of the Annual Return for Financial Year 2021-22 is available onthe website of the Company and can be accessed under section "Annual Returns" atlink: https:// www.montecarlocorporate.com/investor-relation/shareholding-information .

22. INSURANCE

Your Company has taken adequate comprehensive insurance policy for itsassets against foreseeable perils like fire flood public liability marine etc. TheCompany has also taken Directors and Officers Liability insurance policy.

23. INTERNAL CONTROL SYSTEM & ITS ADEQUACY

Your Company has developed a well defined Internal Control Systemcommensurate with the size scale and complexity of its operations. The internal auditfunction is entrusted to M/s Gupta Vigg & Co. Chartered Accountants who wereappointed as Internal Auditors by the Board in terms of Section 138 of the Companies Act2013 and rules made there under. The Internal Auditors monitors and evaluates adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Significant audit observations are addressed tothe Audit Committee and the Committee thereafter reviews the adequacy and effectiveness ofthe internal control systems and suggests various measures to improve and strengthen thesame.

24. CORPORATE GOVERNANCE

The Company is committed to follow the best Corporate Governancepractices including the requirements under the SEBI Listing Regulations and the Board isresponsible to ensure the same from time to time. The Company has duly complied with theCorporate Governance requirements. Further a separate section on Corporate Governance incompliance with the provisions of Regulation 34 of the Listing Regulations read withSchedule V of the said regulations alongwith a Certificate from a Practicing CompanySecretary confirming that the Company is and has been compliant with the conditionsstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015forms part of the Annual Report.

Statutory Auditors & Auditor's Report

The Members of the company in the 12^th Annual GeneralMeeting (AGM) held on September 28 2020 has appointed M/s Walker Chandiok & Co. LLP(Firm Registration No: 001067N / N500013) as Statutory Auditors for a period of 2 yearsi.e. from the conclusion of 12^th Annual General Meeting till the conclusion of14^th Annual General Meeting of the Company.

Since the term of M/s Walker Chandiok & Co. LLP will be expiringat the conclusion of the 14^th AGM it's been proposed by the Board ofDirectors in their meeting held on May 30 2022 to appoint M/s Deloitee Haskins &Sells Chartered Accountants (Firm Registration No. 015125N) as Statutory Auditorssubject to approval of the Members of the company for a period of 5 years i.e. to holdoffice from the conclusion of the 14^th AGM of the company till the conclusionof the 19^th AGM of the company.

During the year under review there were no frauds reported by Auditorsunder Section 143(12) of Companies Act 2013. The Auditor's Report on the AnnualAccounts of the Company for the year under review is self-explanatory and requires nocomments. Further there are no qualifications in the report that calls for Board'sexplanation except an adverse remark by the Statutory Auditors in their report that"During the year ended 31 March 2022 the Company has identified few instances wheresome franchisee owned and franchisee operated stores (FOFO stores) did not pass thediscounts aggregating to ?0.02 Lakhs to end customers as per the policy of the Company byissuing unauthorised manual invoicing which were in violation with terms and conditionsof the franchisee agreement. Basis above investigations the Company has concluded thatpotential impact of any such further instance during the year is not expected to bematerial to these financial statements.

The Board comments that the Company through the team of internalexperts commenced an enquiry into the said matter and concluded that there is no materialimpact on the financial statements and has further levied financial compensatory penaltiesamounting ?25.00 Lakhs to the said parties for the breach of terms and conditions of theagreement identified. Also there is a proper internal control system in place to preventand detect these kinds of instances in future.

Secretarial Auditor

The Board upon recommendation of the Audit Committee has appointed M/s.P.S. Dua & Associates Company Secretaries (CP No. 3934) as Secretarial Auditor ofthe Company to conduct Secretarial Audit for the Financial Year 2021-22 in terms ofSection 204 of the Companies Act 2013 and Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

There has been no qualification reservation adverse remark ordisclaimer given by the Secretarial Auditor in his Report for the year under review. TheSecretarial Audit Report is annexed as Annexure-D hereto and forms part of this toreport.

Cost Auditor

In terms of the Companies (Cost Records and Audit) Amendment Rules2014 the Company is not covered under the purview of Cost Audit.

26. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE) and the listing fees for the Financial Year2022-2023 have been duly paid to both the Stock Exchanges.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism/ Whistle blower Policy toencourage employees to report matters about unethical behavior actual or suspected fraudor violation of Company's code of conduct without the risk of subsequentvictimisation and discrimination. The details of the same are explained in the CorporateGovernance Report and the said policy is also available on the website of the Company atlink: https://www.montecarlocorporate.com/investor-relation/policies-code

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

The Company has adopted a policy against sexual harassment andconstituted an Internal Compliant Committee in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder. During the Financial Year 2021-22 the Company has not receivedany complaints on the same and hence no complaint was pending as at March 31 2022.

29. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(3) read with Schedule V of the ListingRegulations is presented separately and forms part of this Annual Report.

30. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report ("BRR") for the year underreview as stipulated under 34(2)(f) of the SEBI Listing Regulations to be submitted bytop 1000 listed entities based on their market capitalisation as on March 31 2022 ispresented separately and forms part of this Annual Report.

31. CORPORATE GOVERNANCE :

Your Company is committed to adhere to the best practices & higheststandards of Corporate Governance. It is always ensured that the practices being followedby the Company are in alignment with its philosophy towards corporate governance. In yourCompany prime importance is given to reliable financial information integritytransparency fairness empowerment and compliance with law in letter & spirit. YourCompany proactively revisits its governance principles and practices as to meet thebusiness and regulatory needs

The Company has complied with the Corporate Governance Code asstipulated under the Listing Regulations. The Report on Corporate Governance in accordancewith Rules 34(3) read with para C of Schedule V of SEBI (LODR) Regulations 2015 formsintegral part of this Report. The requisite certificate from the Practicing CompanySecretary confirming compliance with the conditions of corporate governance is attached tothe Report on Corporate Governance.

32. NO DEFAULT

The Company has not defaulted in payment of interest and/ or repaymentof loans to any of the financial institutions and/ or banks during the year under review.

33. DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THECOMPANY

Information as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure-E hereto and forms part of this report.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-Fhereto and forms part of this report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review your Company has duly complied with theapplicable provisions of the Secretarial Standards.

36. HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationshipwith the workers and employees at all levels of the organisation. A detailed section onHuman Resources/Industrial Relations is provided in the Management Discussion and AnalysisReport which forms part of this Annual Report.

37. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act2013 read with IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016(‘the Rules') all unpaid or unclaimed dividends are required to be transferredby the Company to the IEPF established by the Central Government after the completion ofseven years from the date of transfer to the Unpaid Dividend Account of the Company. Theshareholders whose dividends have been transferred to the IEPF Authority can claim theirdividend from the Authority. The unclaimed or unpaid dividend relating to the financialyear 2014-15 is due for remittance in the month of November 2022 to Investor Educationand Protection Fund established by the Central Government.

Further according to the Rules the shares in respect of whichdividend has not been paid or claimed by shareholders for seven consecutive years or moreshall also be transferred to the IEPF Authority. The Company has sent notice to allshareholders whose shares are due to be transferred to the IEPF Authority and has alsopublished requisite advertisement in the newspapers in this regard.

The Company has already sent emails / notices in the month of July2022 to the members informing them to claim the Unclaimed Dividend / Shares before suchtransfer of dividend to the IEPF Authority. The details of these Unclaimed Dividend/Shares required to be transferred to the IEPF Authority are also provided on the websiteof the Company at www.montecarlocoporate. com.

During the year under review the company has transferred the unclaimedshare application money IEPF amounting to ?1082955 (Rupees Ten Lakhs Eighty Two ThousandNine Hundred Fifty Five only).

38. DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:

a) In the preparation of the annual accounts for the year endedMarch 31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are 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 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 goingconcern basis;

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; and

f) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

39. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:-

1. Significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

2. Change in nature of Business of Company.

3. No application has been made under the Insolvency and BankruptcyCode; hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the yearalongwith their status as at the end of the financial year is not applicable; and

4. The requirement to disclose the details of difference betweenamount of the valuation done at the time of onetime settlement and the valuation donewhile taking loan from the Banks or Financial Institutions along with the reasons thereofis not applicable.

40. ACKNOWLEDGEMENT & APPRECIATION

Your Board is grateful to express its deep sense of gratitude andappreciation to all the Shareholders Customers Vendors Bankers Financial Institutionsand Business Associates of the Company for their continued support during the relevantfinancial year. Your Board acknowledges support and cooperation received from all theregulatory authorities of the Central Government and State Government respectively.

It also express its sincere appreciation of the employees at all levelsfor being encouraged to meet several challenges encountered and look forward to theirvaluable support and commitment in the times ahead