Dear Members,
Your Directors have pleasure in presenting their 46th Annual Report
together with the Audited Financial Statements for the year ended March 31, 2023 (year
under review). The Company operates only in one business segment viz., Tungsten and
Tungsten Carbide Products.
Operations and State of Affairs ofthe Company:
(Rs. in Lakhs)

  

    
Particulars
    
Yearended 31/03/2023
    
Year ended 31/03/2022
  
  

    
Revenue from Operations
    
3,957.26
    
3,613.64
  
  

    
Profit/(Loss) before Depreciation and Tax
    (Including Deferred Tax)
    
(74.52)
    
(38.46)
  
  

    
Profit/(Loss) after Depreciation and Tax
    
(135.25)
    
(105.56)
  
  

    
Reassessment of Losses (Profit) on defined
    employee benefit plans and fair value of loan
    
(31.07)
    
1.14
  
  

    
Total Comprehensive income for the year Add:
    
(104.18)
    
(106.71)
  
  

    
Profit/(Loss) brought forward from previous
    year
    
1,022.68
    
1,127.11
  
  

    
Profit/(Loss) available for appropriation
    Appropriations
    
918.50
    
1,022.68
  
  

    
Dividend and Dividend Tax
    
-
    
-
  
  

    
Transfer to General Reserve
    
-
    
-
  
  

    
Profit/(Loss) carried to Balance Sheet
    
918.51
    
1,022.68
  

The Financial Year 2022-23 has registered increase in production and
sales volumes as compared to previous Financial Year. The Company's performance for the
Financial Year 2022-23 (Sales Rs. 3,957.26 Lakhs) has shown substantial improvement in
Revenue from Operations in comparison with the previous year 2021-22 (Sales Rs. 3,613.64
lakhs).
However, with the abrupt and steep rise in cost of raw materials and
consumables, it was not possible for the Company to appreciably pass on the cost push to
the customers, in the face of stiff Competitive Environment. The Management continues its
focus on appropriate Marketing Policy decisions in response to the improving overall
market conditions.
DIVIDEND
The Board of Directors of your Company, after considering relevant
circumstances has decided that it would be prudent not to recommend any Dividend for the
year under review.
TRANSFER TO RESERVES
In terms of Section 123 of the Companies Act, 2013, the Company does
not propose to transfer any amount to General Reserve for the Financial Year 31st March,
2023.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India
("SEBf) (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") forms part of this Annual Report. Certain Statements in
the said report may be forward-looking. Many factors may affect the actual results, which
could be different from what the Directors envisage in terms of the future performance and
outlook. The Management Discussion and Analysis Report is annexed asAnnexure-A.
SUBSIDIARIES,ASSOCIATES, AND JOINT VENTURE
The Company does not have any Subsidiary or Associate Company and has
not entered into any Joint Venture during the year under review.

DEPOSITS
The Company has not accepted any deposits under Section 73 of the
Companies Act, 2013 ("the Act'') and rules made thereunder and no amount on
account of repayment of deposits or interest thereon was due during the year under review.

CHANGE IN CAPITAL STRUCTURE
There is no change in the paid-up equity share capital of the Company
during the year under review. The paid-up Equity Share Capital of the Company as on March
31, 2023, is Rs. 5,37, 12,450/- (Rupees Five Crores Thirty Seven Lakhs Twelve Thousand
Four Hundred Fifty only).

DIRECTORS
During the year under review;
? Shri. Kishore D. Sharma (DIN: 08763613) re-appointed as an
Independent Director of the Company for the second term of five consecutive years with
effect from July 01,2022 at the 45th Annual General Meeting of the Company, not liable to
retire by rotation;
? Shri. Atul R. Garg (DIN: 07148330) appointed as an Independent
Director of the Company for a term of two consecutive years with effect from February 07,
2022, at the 45th Annual General Meeting of the Company, not liable to retire by rotation;
? Shri. Dhananjay D. Kanitkar (DIN: 03523774) appointed as a
Non-Executive Director of the Company with effect from February 07, 2022 at the 45th
Annual General Meeting of the Company liable to retire by rotation .
On the recommendation received from the Nomination & Remuneration
Committee, the Board had appointed / reappointed;
• Shri. Nrupang B. Dholakia (DIN: 06522711) as an Additional
Independent Director with effect from 1st June, 2023, who holds office up to the date of
the forthcoming 46th Annual General Meeting. His appointment has been made as an
Independent Director for a period of five years from 1st June, 2023 to 30th May, 2028
subject to approval of the members.
• Shri. Atul R. Garg (DIN: 07148330)as an Independent Director for
the second term offive consecutive years with effect from 7th February, 2024, not liable
to retire by rotation, for a period of five years from 7th February, 2024 to 6th February,
2029.
The Board recommends;
• Appointment of Shri. Nrupang B. Dholakia as an Independent
Director, not liable to retire by rotation, for a period of five consecutive years from 1
st June, 2023 to 30th May, 2028.
• Re-appointment of Shri. Atul R. Garg as an independent Director,
not liable to retire by rotation, for a second term for a term of five consecutive years
from 7th February, 2024 to 6th February, 2029, who is eligible to be reappointed as an
Independent Director for the second term.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Smt. Shruti A. Gami retires by rotation at the
ensuing Annual General Meeting and, being eligible, offers herselffor re-appointment.
Details of Directors seeking appointment or re-appointment, as required
by Regulation 36(3) of the Listing Regulations, are given in the Notice of the forthcoming
46th Annual General Meeting.
The above appointments and re-appointments form a part of the Notice of
the forthcoming 46th Annual General Meeting, and the Resolutions are recommended for
Members' approval.

KEY MANAGERIAL PERSONNEL
Shri. Abhishek V. Gami, Managing Director, Shri. Vinay C. Sura, Chief
Financial Officer (w.e.f.14th February, 2023) and Ms. Komal P. Soni, Company Secretary are
the Key Managerial Personnel of the Company.
There were following changes in the Key Managerial Personnel of the
Company during the year:
Shri. Vaibhav P. Shah ceased to be Key Managerial Personnel (Chief
Financial Officer) pursuant to his resignation at the close of business hours on 5th
September, 2022.
Shri. Vinay C. Sura was appointed as the Chief Financial Officer and
was designated as a Key Managerial Personnel with effect from 14th February, 2023.
MEETINGS OF THE BOARD
Four (4) Board Meetings were held during the Financial Year ended March
31,2023 on the following dates:
(i)May 28, 2022, (ii)August 01,2022, (iii) October 28, 2022 and (iv)
February 14, 2023.
INDEPENDENT DIRECTORS
The Company has received declarations I confirmations
from all the Independent Directors of the Company as required under Section 149(7) of the
Companies Act, 2013 read with Rule 6 ofthe Companies (Appointment and Qualifications of
Directors) Rules, 2014 stating that they meet criteria of Independence as defined under
Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations to the extent applicable, the Board has carried out the Annual performance
evaluatjon of the Directors individually as well as evaluation of the working of the Board
and of the Committees of the Board, by way of individual and collective feedback from
Directors.
The following were the Evaluation Criteria:
- Knowledge and Skills
- Professional Conduct -Duties, Roleand Functions
- Fulfilment of the Independence Criteria and their independence from
the management;
-Performance as Team Leader/Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Set Key Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board.
The Directors expressed their satisfaction with the evaluation process
and also the outcome of evaluation was positive without any concerns from any Director.
AUDIT COMMITTEE
The Audit Committee comprises of the Directors viz. Shri. Kishore D.
Sharma, Independent Director as Chairman of the Committee, Shri. Abhishek V. Gami,
Managing Director and Shri.AtuI R. Garg, Independent Di rector as Members.
The Committee inter alia reviews the Internal Control System, Reports
of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and Compliance
of various Regulations. The Committee also reviews the Financial Statements before they
are placed before the Board of Directors.
There was no instance where the recommendation by the Audit Committee
was not accepted by the Board.
VIGIL MECHANISM
Pursuant to the provjsions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism or Whistle Blower Policy for Directors, Employees
and other Stakeholders to report genuine concerns has been established. The same is
uploaded on the website of the Company and the web-link as required under the Listing
Regulations is: https://^www.rapicutcarbides.com/Policies.html
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. No one was denied access to the
Chairman of the Audit Committee.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY ANO COMPLIANCE
The Company's internal control procedures which include internal
Financial Controls, ensure compliance with various policies, practices and statutes
keeping in view the Organisation's size and nature of the business. The I nternal Auditor
carries out extensive audits throughout the year.
Your Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and the timely preparation of reliable Financial Disclosure.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not falling under the criteria mentioned in Section 135
(1) of the Companies Act, 2013. Therefore, the Company is not required to develop or
implement policy on any Corporate Social Responsibility initiatives.
POLICY ON NOMINATION AND REMUNERATION
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the Company has laid down a Nomination and Remuneration Policy which has been
uploaded on the Company's website. The web-link as required under the Companies Act, 2013
is: https://^www.rapicutcarbides.com/Policies.html
The salient features of the Nomination and Remuneration Policy are as
under:
Setting out
1) the objectives of the Policy
2) Definitions for the purposes of the Policy

3) Appointment, resignation, retirement and removal of Directors,
Key Managerial Personnel and Senior Management Personnel
4) Remuneration for the Directors, Key Managerial Personnel and Senior
Management Personnel.
DIVIDEND DISTRIBUTION POLICY
The Company is not falling under the criteria mentioned in Regulation
43A of the Listing Regulations pertaining to Dividend Distribution Policy. Therefore, the
Company is not required to formulate Dividend Distribution Policy.
RELATED PARTY TRANSACTIONS
The particulars of Material Related Party Transactions entered by the
Company which were at Arm's Length and were in Ordinary Course of Business under
Section 188 of the Companies Act, 2013 are furnished in the prescribed Form AOC-2 as
"Annexure B".
All related party transactions entered by the Company during the period
under review, were in the ordinary course of business and at arm's length.
CORPORATE GOVERNANCE
Pursuant to Regulation 15 (2) of the Listing Regulations, the
compliance with the Corporate Governance provisions as specified in Regulations 17 to 27,
46(2)(b) to (i) and (t) and Para C, D and E of Schedule Vare not applicable to the
Company, as the paid-up equity share capital of the Company is less than Rs. 10 Cores and
net worth is also less than Rs. 25 Crores as on the last day of previous Financial Year.
Hence, the Company is not required to furnish Corporate Governance Report.
LISTING OF SECURITIES
The equity shares of the Company are listed on the BSE Limited
(BSE)with security ID 500360.The Company confirms that the Annual Listing Fees to the
Stock Exchange for the Financial Year 2023-24 have been paid.
LOANS, GUARANTEES AND INVESTMENTS
During the year under review, your Company has not granted any loans.
nor furnished guarantees, nor made investments as envisaged under Section 186 of the Act.
DETAILS OF APPLICATION/S MADE/ ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR 2023
During the year under review, no application has been made under the
Insolvency and Bankruptcy Code, 2016, nor there are any proceedings pending under the said
code against the Company.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT & VALUATION DONE WHILE TAKING LOAN FROM THE BANKS / FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made any one-time
settlement with Banks / Financial Institutions or while taking loans from the Banks or
Financial Institutions, if any. Accordingly, no details are required to be disclosed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In terms of Sub-section 3(m) of Section 134 of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, particulars relating to conservation of
energy, technology absorption, foreign exchange earnings and outgo are given in Annexure
"C"forming part of this report.
AUDITORS

A. Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s.
KC Mehta & Co LLP, Chartered Accountants, were appointed as Statutory Auditors of the
Company by the members at their 44th Annual General Meeting held on 28th September, 2021
to hold office for a term of 5 (Five) years i.e. till the conclusion of 49th Annual
General Meeting (‘AGM') for the Financial Year 2025-26.
The Auditor's Report for the Financial Year 2022-23 does not contain
any Qualification, Reservation or Adverse Remark and hence do not call for any comments.
The Auditor's Report is enclosed with the Financial Statements in this Annual Report.

B. Secretarial Auditors
In pursuance of Section 204 of the Companies Act, 2013 and the Rules
made thereunder, the Board of Directors appointed M/s. Samdam Shah & Kabra, Practicing
Company Secretaries, as Secretarial Auditors of the Company for the Financial Year
2023*24.
The Secretarial Audit Report of M/s. Samdani Shah & Kabra,
Practising Company Secretaries for the Financial Year 2022-23, is annexed herewith
asAnnexure D.
The Secretarial Audit Report does not contain any Qualification,
Reservation or Adverse Remark and hence do not call for any comments

C. InternalAuditors
Pursuant to Section 138 of the Companies Act 2013, the Board of
Directors appointed M/s. Rays & Associates., Chartered Accountants, Ahmedabad as
Internal Auditors of the Company for the Financial Year2023-24.

D. CostAuditors
The provisions of the Cost Audit are not applicable to the Company and
hence the Company is not required to appoint Cost Auditor. However, Cost Records as
specified by the Central Government under Section 148 (1) read with the Companies (Cost
Records and Audit) Rules, 2014 is applicable to the Company and accordingly cost records
are made and maintained bythe Company.
SECRETARIAL STANDARDS COMPLIANCE
During the year under review, the Company has complied with all the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
RISK MANAGEMENT
The provisions of Regulation 21 of the Listing Regulations pertaining
to Risk Management Committee are not applicable to the Company. However, the Company has
developed and are implementing Risk Management Policy including identification of various
risks, if any, which in the opinion of the Board may threaten the existence of the
Company, the Company has risk assessment and mitigation procedures in place and the Board
has been kept informed of such assessment.
MATERIAL CHANGES AND COMMITMENTS AND CHANGE IN NATURE OF BUSINESS
There have been no material changes and commitments affecting the
Financial Position of the Company since the closure of the Financial Year i.e. since March
31,2023 till the date ofBoard's Report.
Further, it is hereby confirmed that there has been no change in the
nature of business of the Company.
ANNUALRETURN
A copy of the draft Annual Return as required under Section 92(3) and
Section 134(3)(a) of the Act has been placed on the Company's website. The web-link as
required under the Act is as under: https://^^.rapicutcarbides.com/Annual_Retum_MGT7.html
PARTICULARS OF EMPLOYEES ANO RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Ratio of the remuneration of each Director to the median remuneration
of the employees of the Company for the Financial Year:

  

    
Name of Directors
    
Ratio of Remuneration of
    Directors to Median Remuneration of Employees
  
  

    
Shri. Abhishek Gami - Managing Director
    
1:13.91
  
  

    
Shri. Dhananjay Kanitkar- Non Executive
    Director
    
1:0.200
  
  

    
Shri. Kishore Sharma - Independent Director
    
1:0.200
  
  

    
Smt. Shruti Gami- Non Executive Director
    
1:0.200
  
  

    
Shri. Atul Garg - Independent Director
    
1:0.200
  


Percen taae increase in re muneration of each Director, Chief Financial
Officer, Chief Executive Officer. Company
Secretary or Manager, if anv. in the Financial Year:

  

    
Name
    
Percentage Increase in
    Remuneration in Financiai Year 2022-23
  
  

    
Shri. Abhishek V. Gami
    
Nil
  
  

    
Shri. Vaibhav Shah - Chief Financial Officer
(Ceased
    to be Chief Financial Officer w.e.f 6th September, 2022)
    
Nil
  
  

    
Shri. Vinay C. Sura
(Appointed w.e.f. 14th
    February, 2023)
    
Nil
  
  

    
Ms. Komal Soni - Company Secretary
    
18%
  
  

    
All Non-Executive & Independent Directors
    are paid only sitting fees for attending Meetings.
  
  

    
Percentage increase in the median remuneration of
    Employees in the Financial Year
    
(24.41)
  
  

    
Number of Permanent Employees on the rolls of
    Company
    
99
  
  

    
Average percentile increase already made in the
    salaries of employees other than the Managerial Personnel in the last Financial Year and
    its comparison with the percentile increase in the managerial remuneration and
    justification thereof and point out if there are any exceptional circumstances for
    increase in the managerial remuneration
    
15.82%

    
(Non-Managerial Personnel)
    
2.09%
    
(Managerial Personnel)
  

We affirm that the remuneration paid to the Managerial and
Non-Managerial Personnel is as per the Nomination and Remuneration policy of the Company.
A statement showing the names and particulars of the employees falling
within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report.
Details of top ten employees in terms of gross remuneration drawn
during the Financial Year 2022-23

  

    
Sr.
No
    
Name
    
Designation
    
Remuneratio n during the
    year (In. Rs)
    
Nature of Employment
    
Qualifications
    
Experienc e (in

    
complete d years)
    
Date of

    
Commencemen t of
    
employment with Rapkut Carbides Limited
    
Age

    
in
    
years
    
Last

    
Employment
    
% Equity shares held in
    the

    
Compan
    
y
  
  

    
l
    
Abhishek V. Gami
    
Managing

    
Director
    
42,00,000
    
Regular
    
B.Sc(Chemistry)

    
M.Sc(Organic)
    
13 Yrs
    
01/07/2020
    
35 Yrs
    
Navin Fluorine Int. Ltd.
    
40.28%
  
  

    
2
    
Sanjay

    
Kumar
    
Dy Gen Mgr (Marketing)
    
14,63,149
    
Regular
    
B.sc MBA (Marketing)
    
29 Yrs
    
20/06/2005
    
53 Yrs
    
Bipico

    
Industries
    
0.00068

    
%
  
  

    
3
    
Ashok D Sanap
    
Area Sales Manager
    
10,77,098
    
Regular
    
BA
    
33 Yrs
    
15/12/1993
    
54 Yrs
    
Sai

    
Employment
    
Services
    
Nil
  
  

    
4
    
AlokK

    
Yadav
    
Manager

    
(Maint)
    
9,26,043
    
Regular
    
Diploma in

    
Electrical
    
Engg.
    
31 Yrs
    
05/04/2007
    
53 Yrs
    
Gujarat Organics Ltd
    
Nil
  
  

    
5
    
C

    
Arunachal
    
am
    
Area Sales Officer
    
7,55,353
    
Regular
    
Higher

    
Secondary
    
Exam.
    
30 Yrs
    
01/09/1993
    
53 Yrs
    
Started Job in Rapicut
    Carbides Ltd.
    
Nil
  
  

    
6
    
Pradeep P S
    
Sr. Officer - MD Cell
    
7,21,249
    
Regular
    
B.A.
    
34 Yrs
    
01/05/1992
    
54 Yrs
    
Vishal

    
Malleables
    
Ltd.
    
Nil
  
  

    
7
    
Kuldeep

    
Singh
    
Sr. Engg. Production
    
7,12,546
    
Regular
    
Dip. In Mech. Engg,, Dip. In
    Safety
    
20 Yrs
    
08/03/2008
    
41 Yrs
    
Miranda FEW Tools Pvt. ltd.
    
Nil
  
  

    
8
    
HU

    
Prankda
    
Sr.

    
Executive{Pr od. P&C)
    
7,01,387
    
Regular
    
Dip. In Mech. Engg.
    
34 Yrs
    
12/04/1991
    
52 Yrs
    
Mipco

    
Seamless Ltd.
    
Nil
  
  

    
9
    
Sandeep C Narsingha ni
    
Credit

    
Control
    
Officer
    
6,83,568
    
Regular
    
B.Com
    
33 Yrs
    
01/08/2020
    
49 Yrs
    
Self Employed
    
Nil
  
  

    
10
    
Santosh

    
Jadhav
    
Sr. Exe. P.P
    
6,56,253
    
Regular
    
ITITurner
    
27 Yrs
    
25/02/2016
    
45 Yrs
    
RM Dripp

    
Sprinkler
    
System
    
Nil
  

*Shn. Pradeep P. S. ceased to hold the office of Senior Officer (MD's
Cell) of the Company w.e.f 16th February, 2023 pursuant to his Resignation.
None of the Employee, as mentioned above, is a relative of any Director
or Manager of the Company, except for Shri. Abhishek V. Gami, being the Managing Director
himself.

Details of every employee, who was employed throughout the Financial
Year and was in receipt of remuneration for that year which, in the aggregate, was not
less than One Crore and Two Lakh Rupees:
No such case.

Details of every employee, who was employed for a part of the Financial
Year and was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than Eight lakh fifty thousand rupees per month:
No such case.

Details of every employee, who was employed throughout the Financial
Year or part thereof, was in receipt of remuneration in that year which, in the aggregate,
or as the case may be, at a rate which, in the aggregate, is In excess of that drawn by
the Managing Director or whole-time Director or manager and holds by himself or along with
his spouse and dependent children, not less than two percent of the equity shares of the
Company:
No such case.

Details of Unclaimed Suspense Account
Disclosure pertaining to Unclaimed Suspense Account as required under
Schedule Vof the Listing Regulations, is as under:

  

    
Particulars
    
No. of
    
No. of Shares
  
  

    

    
Shareholders
    

  
  

    
Aggregate No. of Shareholders and
    outstandingshares lying in the suspense account as on April 1, 2022
    
8
    
2,212
  
  

    
Number of shareholders/legal heirs who
    approached to the issuer/Registrar for transfer of shares from suspense account during the
    Financial Year 2022-23
    
2
    
450
  
  

    
Number of shareholders/legal heirs to whom
    shares were transferred from suspense account during the Financial Year 2022-23
    
(2)
    
(450)
  
  

    
Aggregate No. of Shareholders and outstanding
    shares lying in the suspense account as on March 31, 2023
    
6
    
1,762
  

The voting rights on the equity shares which are transferred to
Unclaimed Suspense Account are frozen till the rightful owner of such equity shares claims
the shares.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work
Place in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of Complaints of Sexual Harassment at Workplace. The Company has complied
With provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act. 2013.
During the Year under review, no complaints were reported under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,2013.

TRANSFER OF EQUITY SHARES, UNPAID/UNCLAIMED DIVIDEND TO THE IEPF
In line with the statutory requirements, the Company has transferred to
the credit of IEPF set up by the Government of India, equity shares in respect of which
dividend had remained unpaid/unclaimed for a period of seven (7) consecutive years within
the time lines laid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend
for seven (7) years or more has also been transferred to the IEPF pursuant to the
requirements under the Act.

OTHER DISCLOSURES:
1. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
2. In the opinion of the Board, the Independent Directors appointed/
re-appointed during the year are persons of integrity and possess expertise, experience
and proficiency.
3. No significant or otherwise material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company's
operations in future.
4. No fraud has been reported by the Auditors under section
143(12)oftheActto theAudit Committee or the Board.
5. The Managing Director is not in receipt of Commission from any
Company.
6. The Business Responsibility & Sustainability Reporting (BRSR) is
not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) of the Act, the Board
of Directors, to the best of its knowledge and ability confirms that:
a) in the preparation of the Annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give true and fair view of the state of affairs of the Company at the end of the Financial
Year and ofthe profit and loss of the Company for that period:
c) they have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.

ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
of the support and assistance extended by the Company's Suppliers, Bankers and Business
Associates. Your Directors also acknowledge support received from the employees and the
esteemed Shareholders and the confidence reposed by them in the Company and its
Management.