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RTCL Ltd.

BSE: 531552 Sector: Infrastructure
NSE: N.A. ISIN Code: INE754B01012
BSE 00:00 | 03 Feb 13.51 -0.26
(-1.89%)
OPEN

14.39

HIGH

14.39

LOW

13.11

NSE 05:30 | 01 Jan RTCL Ltd
OPEN 14.39
PREVIOUS CLOSE 13.77
VOLUME 3127
52-Week high 22.85
52-Week low 8.95
P/E 36.51
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.39
CLOSE 13.77
VOLUME 3127
52-Week high 22.85
52-Week low 8.95
P/E 36.51
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RTCL Ltd. (RTCL) - Director Report

Company director report

To

THE MEMBERS OF RTCL LIMITED

Your Directors have pleasure in presenting the TWENTY EIGHTH (28th)ANNUAL REPORT on the business and operations of the Company together with the AnnualAccounts for the Financial Year ended on 31st March 2022.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

Standalone

Consolidated

Particulars Year ended as on 31.03.2022 Year ended as on 31.03.2021 Year ended as on 31.03.2022 Year ended as on 31.03.2021
Sales and Other Income 122338 286352 122338 286352
Profit/ (Loss) before Interest and Depreciation 54636 245229 54636 245229
Less: Finance Charges (14131) (12924) (14131) (12924)
Less: Depreciation (13327) (13327) (13327) (13327)
Profit/(Loss) for the Year 27178 218978 27178 218978
Add/(Less): Extraordinary Items (15043) 1961 (15043) 1961
Add/Less: Tax Adjustment Earlier Years - - - -
Less: Provision for Income Tax (5133) (53123) (5133) (53123)
Less: Wealth Tax - - - -
Add/(Less): Deferred Tax/Assets/ Liability) - 1609 - 1609
Add/(Less): Adjustment to opening deferred tax Assets resulting from reduction in tax rate - - -
Profit/(Loss) of the Associates - - 26657 54118
Net Profit/ (Loss) for the Year 7002 169427 33660 223544
Balance brought forward 1555805 1386378 1555805 1386378
Add: Post Acquisition reserve and surplus of Associates - - 284880 230762
Add: Additions during the Year of Associates - - 26657 54118
Appropriation: - - - -
Less: Adjustment relating to Fixed Assets - - - -
Less: Transferred to General Reserve - - - -
Profit/(Loss) carried to the Balance Sheet 7002 169426 7002 169426
Total Reserve & Surplus 1650834 1643831 2766736 2733076

OPERATIONS

During the year under review the Standalone Sales and other Income of the Companydecreased to Rs. 122.338 Lakhs as compared to Rs. 286.352 Lakhs in theprevious year and Consolidated Sales and other Income of the Company decreased to Rs.122.338 Lakhs as compared to Rs. 286.352 Lakhs in the previous year. TheStandalone net profit of the Company is Rs. 7.002 Lakhs in comparison to profit of Rs.169.426 Lakhs in the previous year and consolidated net profit of the Companydecreased to Rs. 33.660 Lakhs in comparison to Rs. 223.544 Lakhs in theprevious year. The Company will continue to be responsive to changes in market dynamicsand industrial behaviour and other key factors influencing the Business and willformulate its strategies accordingly.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associates as per theapplicable provisions of Companies Act 2013 and Rules made there under prepared inaccordance with Accounting Standard 21 issued by the Institute of Chartered Accountants ofIndia form part of the Annual Report.

Further the Annual Accounts and related documents of the associate company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.

RESERVES

During the year under review No withdrawal has been made from the reserves.

DIVIDEND

During the year the Company has earned inadequate profit and the Directors havedecided to Plough back profits for the expansion of business of the Company and hence nodividend could be recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the both Depository systemsthat is National Securities Depository Limited (NSDL) and the Central Depository Services(India) Limited (CDSL). The International Securities Identification Number (ISIN) allottedby NSDL and CDsL to RTCL Limited is INE754B01012 for the equity shares of your Company.The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st2022 is as under:

Particulars No. of Shares Percentage
Electronic Mode
nsdl 8273157 68.94%
cdsl 1339683 11.16%
Total 9612840 80.10%
Physical Mode 2388330 19.90%
Total 12001170 100.00%

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inthe Form-MGT-9 is appended as ANNEXURE-I to the board report and copy of annualreturn will be placed on Company's website www.rtcllimited.in.

BOARD AND COMMITTEE MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year seven (7) Board Meetings and Five (5) Audit Committee Meetings were dulyconvened. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes.

The Board has constituted an Audit Committee consisting of Mr. Ajay Kumar Jain (DIN:00043349) Mr. Manoj Kumar Pandey (DIN: 00057386) Mrs. Chitranshi Tiwari (DIN: 07145469)Chairperson and Mr. Sunil Singh (DIN: 07558446). There have not been any instances duringthe year when recommendations of the Audit Committee were not accepted by the Board.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Stakeholders' Relationship Committee/Stakeholders' Grievance Committee

iii) Risk Management Committee

The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended on 31stMarch 2022 the applicable accounting standards had been followed and no materialdeparture have been made from the same;

(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the annual accounts for the financial year endedon 31st March 2022 on 'going concern' basis.

(v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The Directors had devised proper systems to ensure Compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Mr. Ajay Kumar Jain (DIN: 00043349) CEO and the Executive Director of theCompany will retire by rotation the ensuing Annual General Meeting and being eligibleoffer himself for reappointment.

II. Mr. Manoj Kumar Pandey (DIN: 00057386) has been re appointed as anIndependent Non Executive Director on 30.09.2019.

III. *Mrs. Chitranshi Tiwari (DIN: 07145469) has been re appointed as a womenIndependent Non Executive Director on 01.04.2020.

*Resignation wef 30.06.2022

IV. Mr. Sunil Singh (DIN: 07558446) has been re appointed as an IndependentNon Executive Director w.e.f. 30.09.2021.

V. Mr. Bharat Hari Dalmia (PAN: AGJPD0321L) has been appointed as a ChiefFinancial Officer in the Company w.e.f 31.08.2019.

VI. Mr. Vishal Saxena (PAN: ARVPS8030J) has been appointed as Company Secretaryand Compliance Officer (W hole Time Key Managerial Personnel) w.e.f 01.01.2013.

VII. **Mrs. Aakanksha Yuvraj Dalmia (DIN: 03495330) aged 32 years has beenappointed as an Additional Woman Director (Non Executive and Non Independent Director).

** Appointed wef 30.06.2022.

All the Independent Directors have given declarations that they meet the criteria ofindependence as lay down under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Rules 2015. In the opinion of the Board theyfulfilled the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. The declaration was placed before the boardfor their review.

POLICY ON DIRECTORS KMP's & OTHER EMPLOYEES:

The Company has adopted Governance Guidelines on Board's Effectiveness. The GovernanceGuidelines cover aspects related to composition and role of the Board Chairman andDirectors Board diversity definition of Independent Director Director Term retirementage and Committees of the Board.

It also covers aspects relating to nomination appointment induction and developmentof Directors Director's Remuneration and Subsidiary oversight Code of Conduct BoardEffectiveness Review and Mandates of Board Committees.

POLICY FOR NOMINATION AND REMUNERATION OF DIRECTORS:

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate theperformance of the Board on a periodic basis including each time a Director's appointmentor re-appointment is required or not. The Committee is also responsible for reviewing andvetting the CVs of potential candidate's vis-a-vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.

Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178(3) of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he/ she meet with the criteria for 'Independent Director'as laid down in Section 149 of the Companies Act 2013 and Regulation 16(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill- domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the CompaniesAct 2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgment. Independent Directors are also expected to abide by the 'Code ofIndependent Directors' as outlined in Schedule IV of the Companies Act 2013.

STATUTORY AUDITORS & AUDIT REPORT

M/s Kumar Piyush & Co. (Firm Registration No. 005120N) Chartered AccountantsNew Delhi be and is hereby appointed as Statutory Auditors of the Company to hold officefrom the conclusion of Twenty Eighth (28th) Annual General Meeting (AGM) till theconclusion of the Thirty Third (33rd) Annual General Meeting of the Company.

STATUTORY AUDITOR REPORT

Statutory Auditors Report contains a Qualification.

a) Details of Audit Qualification.

As per IND AS 109 "Financial Instruments" the Investment in equity shares(other then subsidiary associates and joint ventures) are recognized at a fair valuethrough Profit and Loss account or Fair value thought Other Comprehensive Income Howeverthe company has recognized the Non-current Investment in equity shares (other thansubsidiary associates and joint ventures) at Cost as appearing in the Standalone andConsolidated Balance Sheet as at March 31st 2022 and March 31st 2021 which constitutes adeparture from the AS-109 "Financial Instruments. Therefore Impact of financial onaccount of the difference between the fair value and the cost of Non- Current Investmentin the "Non Current Investment "Other Equity" and "OtherComprehensive Income" and "Deferred Tax" are not ascertainable.

b) Type of Audit Qualification: Departure from IND AS 109 with respect to fair value.

c) Frequency of qualification: Third Time.

d) For Audit Qualification(s) where the Impact is quantified by the auditor ManagementViews: No

e) For Audit Qualification (s) where the Impact is not quantified by the auditor:

i. Management's estimation on the Impact of audit qualification: As perManagement estimate present cost of Financial Instruments represents the value close tofair market value. However Company is in the process to get fair market valuation done indue course being a very tedious and lengthy work due to delayed availability of inputmaterial/ Information/financial resources.

ii. If management is unable to estimate the Impact reasons for the same: As perManagement estimate present cost of Financial Instruments represent fair the value closeto fair market value. However Company is in the process to get fair market valuation donein due course being a very tedious and lengthy work due to delayed availability of Inputmaterial/Information/financial resources.

iii. Auditor's Comments on (i) or (ii) above: A qualification is not possible atpresent based on the Information and explanation provided by the management.

COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act 2013 the Company is not required toappoint cost auditor for the Financial Year ended 31st March 2022.

As per the Cost Audit Orders Cost Audit is not applicable on the Products and Businessof the Company for the Financial Year 2021 -2022.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rule 9 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. Sushil Gupta & AssociatesCompany Secretaries Kanpur to undertake the Secretarial Audit of the Company for thefinancial year ended 31st March 2022.

SECRETARIAL AUDITOR'S REPORT & ANNUAL COMPLIANCE REPORT

The Secretarial Audit Report is annexed as ANNEXURE-III and as an AnnualSecretarial Compliance Report as ANNEXURE- IIIA. The Secretarial Audit Report forthe financial year ended on 31st March 2022 does not contain any qualificationreservation adverse remark or disclaimer.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has appointed Mr. Sandeep Kumar Saraogi Chartered Accountant(ACA-411706) as an Internal Auditor of Company to ensure compliances and effectiveness ofthe Internal Control Systems in place as per the decision taken during the financial year2021-2022. During the year the Company continued to implement his suggestions andrecommendations to improve the control environment and his scope of work includes reviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditor findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

RELATED PARTY TRANSACTIONS

During the year the Company has not entered into Contract and Arrangement with theRelated Party which could be considered material in accordance with related party policyof the Company on materiality of related party transaction and the applicable acts.Accordingly there are no transactions that are required to be reported in Form AOC-2 andin accordance with Section 188 of the Companies Act 2013 and Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and as such do notform part of the report.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web link: http://www.rtcllimited.in/images/pdf/RPP.pdf

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments if any affecting the Financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial statements relate and the date of Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134 of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014.

Conservation Of Energy:

The Company's operations involve low energy consumption. There are no major areas whereany energy conservation measure can be taken. However efforts are being made to conserveand optimize the use of energy wherever possible.

Technology Absorption:

The Company is in Trading and real estate Industry and therefore specific technologyabsorption adaptations and innovation will be taken care of/ implemented whereverrequired.

Foreign Exchange Earning & Outgo:

(i) Total Foreign Exchange earned: NIL

(ii) Total Foreign Exchange outgo: NIL

Research & Development:

S. No. Particulars Status
1. Specific areas in which Research and Development carried out by the Company. NIL
2. Benefit derived as a result of the above Research and Development. NIL
3. Future plan of action. NIL
4. Expenditure on Research and development. NIL

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in the report of Management Discussion andAnalysis Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the Provisions of Section135(1) of the Companies Act 2013 is not applicable on our Company. However theresponsibility of the Company is to make a positive impact on the communities in which thecompany does business through its support of select programs outreach efforts andinitiatives that improve and enhance the quality of life.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of Board Committees. The Performance of the Committees wasevaluated by the Board after seeking inputs from the Committee members on the basis of thecriteria such as the Board composition of committees effectiveness of committee meetingsetc. The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

In a separate meeting of Independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non executivedirectors.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY.

Pursuant to the Sub-Section (3) of Section 129 of the Act during the year underreview the Company has no Subsidiary Company whereas the Company has an AssociateCompanies:

S. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary /Associate % of Shares Applicable Section
1. Raghunath Builders Pvt. Ltd U70101DL1994PTC062202 Associate 31.11 2(6)
2. PJ Software Pvt. Ltd U65993UP1995PTC018915 Associate 42.38 2(6)

The statement containing the salient feature of the Financial Statement of theCompany's subsidiary or subsidiaries Associate Company or Companies and Joint Ventures orVentures given as AOC-1. annexed on Page No. 130 and 131.

DEPOSITS

During the Period under review Our Company has not accepted any deposit falling withinthe ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.

There were no significant and material orders which were passed by the Regulator orCourts or Tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system and Whistle Blower Policy in termsof Section 177 (9) of Companies act 2013 and Regulation 22 of SEBI (Listing Obligationsand disclosure Requirements) Regulations 2015 to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides adequate safeguards against victimization of employees who avail of the mechanismand also provides for direct access to the Chairman of the Audit Committee. It is affirmedthat no personnel of the Company has been denied access to the Audit Committee. The Policyon Vigil Mechanism and Whistle Blower Policy may be accessed on the Company website athttp:/ /www.rtcllimited.in/wbp.asp

PARTICULARS OF EMPLOYEES

The information require in Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are provided in statement of particulars of employees is annexed as AnnexureII of the Annual Report.

The information required under sec 197(12) of the Companies Act 2013 read with rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is applicable and forms part of the Annual Report.

However as per first proviso to section 136(1) of the Act and second proviso of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the report and Financial statements are being sent to the members of the Company excludingthe statement of a particular of employees under rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Any member interested in obtaininga copy of the said statement may write to the Company Secretary at the Registered Officeof the Company and the said Annexure is also open for inspection at the Registered Officeof the Company.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of last sevenyears. Therefore no funds are required to be transferred to Investor Education andProtection Fund (IEPF).

NOMINATION AND REMUNERATION POLICY

The Board of Directors of your Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration. The contents of the policy are statedin the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company has successfully implemented the mandatory provisions of CorporateGovernance in accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Separate Reports on Corporate Governance and ManagementDiscussion & Analysis are included in the Annual Report. Declaration by ChiefExecutive Officer of your Company confirming Compliance with the Code of Conduct by theBoard of Directors and Senior Management and Certificate dated 30th May 2022 of theSecretarial Auditors of your Company confirming the compliance of conditions of CorporateGovernance is also annexed thereto.

FAMILIARIZATION PROGRAM

Your Company for many years now has been familiarizing the Independent Directors onits Board with detailed presentations by its business functional heads on the Companyoperations strategic business plans new products and technologies including significantaspects of the Industry and its future outlook. Details of familiarization programsextended to the Non-executive & Independent Directors during the year are alsodisclosed on the Company website at the Web Linkhttp://www.rtcllimited.in/images/pdf/FP.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Management Discussion and Analysis Report is enclosedas Annexure IV to the annual report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressed of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at workplace PreventionProhibition and Redressed Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events on these items during the year underreview:

There was no change in the nature of business of your Company as stipulated undersub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules 2014.

• Details relating to deposits covered under Chapter V of the Act since yourCompany has not accepted any deposits from the public falling under Section 73 of the Actread with the Companies (Acceptance of Deposits) Rules 2014.

• 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.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except Employees' Stock Options Schemes referred to in thisReport.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.There is no application made or proceeding pending under the Insolvency and BankruptcyCode 2016 during the FY 2021-22.

• The requirement to disclose the details of difference between amount of thevaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.

• Your Company has not issued Equity shares with differential rights as todividend voting or otherwise; and

Your Company has not raised funds through preferential allotment or qualifiedinstitutions placement as per Regulation 32(7A) of the Listing Regulations.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 toBSE Limited where the Company's Shares are listed.

INDUSTRIAL RELATIONS

During the year under review your Company had cordial and harmonious industrialrelations at all levels of the Organization.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude the co-operation and assistance received fromthe Government Banks Authorities and other Business Constituents. The Directors wouldalso like to thank the employees shareholders customers and suppliers for theircontinuous support given by them to the Company and their confidence in the Management.

For and on behalf of the Board
Sd/- Sd/-
Place: Kanpur (Ajay Kumar Jain) (Manoj Kumar Pandey)
Date: 26th August 2022 Executive Director Director
DIN: 00043349 DIN: 00057386

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