The Board places on record their sincere appreciation and gratitude for the assistance
and guidance provided by them during their tenure as Directors of the Company.
Your Company understands the requirements of an effective Board Evaluation process and
accordingly conducts a Performance Evaluation every year in respect of the following:
i. Board of Directors as a whole; ii. Committees of the Board of Directors; iii.
Individual Directors including the Chairman of the Board of the Directors.
In compliance with the requirements of the provisions of Section 178 of the Companies
Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued by
SEBI in January 2017, your Company has carried out a Performance Evaluation for the Board
/ Committees of the Board / Individual Directors including the Chairman of the Board of
Directors for the financial year ended March 31, 2025. The key objectives of conducting
the Board Evaluation were to ensure that the Board and various Committees of the Board
have appropriate composition of Directors and they have been functioning collectively to
achieve common business goals of your Company. Similarly, the key objective of conducting
performance evaluation of the Directors through individual assessment and peer assessment
was to ascertain if the Directors actively participate in Board Meetings and contribute to
achieve the common business goal of the Company.
The Directors carry out the aforesaid Performance Evaluation in a confidential manner
and provided their feedback. Duly completed feedback were sent to the Chairman of the
Board and the Chairman / Chairperson of the respective Committees of the Board for their
consideration. The Performance Evaluation feedback of the Chairman was sent to the
Chairperson of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee forwarded their recommendation based on such
Performance Evaluation to the Board of Directors. All the criteria of Evaluation as
envisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation' had been
adhered to by your Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A total of Six (6) Meetings of the Board of Directors (30.05.2024, 14.08.2024,
14.11.2024, 30.11.2024, 23.01.2025 & 11.02.2025) of your Company were held during the
year under review. The maximum interval between two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013, and in the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all
Board/Committee Meetings are given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Company has constituted/re-constituted various Board level committees in accordance
with the requirements of Companies Act, 2013. Details of all the Committees along with
composition and meetings held during the year under review are provided in the Corporate
Governance Report.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been
furnished in the Corporate Governance Report. There have been no instances where the Board
has not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee has
been furnished in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee has
been furnished in the Corporate Governance Report.
DIRECTORS APPOINTMENT AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are explained and annexed as [Annexure- B] and forms an integral
part of this Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company has formulated a codified Whistle Blower Policy incorporating the
provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013
and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees
of your Company to escalate to the level of the Audit Committee any issue of concerns
impacting and compromising with the interest of your Company and its stakeholders in any
way. Your Company is committed to adhere to highest possible standards of ethical, moral
and legal business conduct and to open communication and to provide necessary safeguards
for protection of employees from reprisals or victimisation, for whistle blowing in good
faith.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. Your
Company in its endeavour to provide a safe and healthy work environment for all its
employees has developed a policy to ensure zero tolerance towards verbal, physical,
psychological conduct of a sexual nature by any employee or stakeholder that directly or
indirectly harasses, disrupts or interferes with another employee's work performance or
creates an intimidating, offensive or hostile environment such that each employee can
realize his / her maximum potential.
Your Company has put in place a ‘Policy on Prevention of Sexual Harassment' as per
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Policy is meant to sensitize the employees about their fundamental right to have
safe and healthy environment at workplace. As per the Policy, any employee may report his
/ her complaint to the Audit Committee and to the Board of Directors of the Company.
Your Company affirms that during the year under review adequate access was provided to
complainant, if any, who wished to register a complaint under the policy.
During the year, your Company has not received any complaint on sexual harassment.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any Guarantees or Investments or provided
security in terms of Section 186 of the Companies Act, 2013 during the year under review,
however the company has given loan to the parties & has complied with the provision of
section 186 of the Companies Act, 2013. Details of such Loans forms part of the notes to
the Financial Statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2025 the company has not entered into any
related party transactions.
CORPORATE GOVERNANCE REPORT
Your Company has always practised sound corporate governance and takes necessary
actions at appropriate times for enhancing and meeting stakeholders' expectations while
continuing to comply with the mandatory provisions of Corporate Governance.
As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate
section on corporate governance practices followed by the Company, together with a
certificate confirming compliance is given as [Annexure-C] and forms an integral part of
this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Directors of your
Company confirm that:
i. in the preparation of the Annual Accounts for the financial year ended March 31,
2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force),
have been followed and there are no material departures from the same; ii. the Directors
have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the profit & loss of the
Company for the Financial Year March 31, 2025;
iii. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force)
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the annual accounts have been prepared on a ‘going concern' basis;
v. proper internal financial controls laid down by the Directors were followed by your
Company and that such internal financial controls are adequate and operating effectively;
and
vi. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
RISK MANAGEMENT POLICY:
The Listing Regulations required that all listed Companies shall lay down the procedure
towards risk assessment. It also requires that the Company must frame, implement and
monitor the risk management plan of the Company. To overcome this and as per the
requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there
under, if any, Board has framed a Risk Management Policy to oversee the mitigation plan
including identification of element of risk, for the risk faced by the Company, which in
the opinion of the Board may threaten the existence of the Company. The objective of the
policy is to make an effective risk management system to ensure the long-term viability of
the Company's business operations.
OTHER DISCLOSURES:
a. The Company had no scheme or provision of money for the purchase of its
own shares by employees/ Directors or by trustees for the benefit of employees/Directors.
b. The Company has not entered into any one-time settlement proposal with any Bank or
financial institution during the year. c. As per available information, no application has
been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor are any
proceedings thereunder pending as on 31st March, 2025. d. There were no amounts which were
required to be transferred to the Investor Education and Protection Fund by the Company
during the year. e. All the assets of the company are adequately insured and the company
has developed proper system for taking insurance on all its insurable assets in order to
mitigate the risk
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report
describing the Company's objectives, projections, estimates, expectations or predictions
may be “forward-looking statements” within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company's operations include
changes in Government regulations, Tax regimes, economic developments in India and other
ancillary factor.
APPRECIATION
Your directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Company's
achievements would not have been possible. Your directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.