Directors' Report

We have pleasure in presenting the 21st Annual Report together with the Financial Statement of the Company for the year ended 31st March, 2018.

# Cost of materials consumed represents Green Leaf purchased from third parties.

2. Dividend:

The Directors recommend a dividend of Rs. 8.00 per equity share i.e. @ 80 % for the financial year ended 31st March, 2018 subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 675.59 lakhs including dividend tax.

3. Transfer to reserves

The directors have decided to retain the entire amount of Rs. 442.35 lakhs in the retained earnings.

4. Operations:

The total tea manufacturing and sales in respect of the Indian operations for the year under review was 10.07 and 10.12 mn kg. as against 10.36 and 10.62 mn kg. respectively in the previous year. The production for the year under review was comparatively less. The sales in terms of volume was also comparatively less. The average realization was comparatively less during the year under review in comparison to the previous year.

The total tea manufacturing and sales in respect of the African operations for the year under review was about 8.70 and 8.52 mn kg. as against 8.70 and 8.64 mn kg. respectively in the previous year. The production was almost equal to the previous year but the sales were comparatively less during the year under review. The average realization was almost equal to the previous year.

The production and sale of macadamia in terms of volume was about 0.30 and 0.28 mn. kg as against 0.26 and 0.28 mn kg respectively in the previous year. The production of macadamia during the year under review was comparatively more whereas the sales were almost similar in comparison to the previous year.

5. Subsidiary Companies

The Company has following four wholly owned subsidiaries as on March 31, 2018 :

i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)

ii) Makandi Tea & Coffee Estates Ltd (MTCEL)

iii) Kawalazi Estate Company Ltd (KECL)

iv) A.M. Henderson & Sons Ltd. (AMHSL)

The entire share capital of the subsidiary AMHSL is held by MTCEL and that of MTCEL and KECL are held by DPTPL and that of DPTPL is held by the Company, making them 100% wholly owned subsidiaries of the Company incorporated outside India.

There has been no material change in the nature of the business of the subsidiaries.

During the year M/s. Elfin Heights Private Limited, a wholly owned subsidiary was disposed of by the Company.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to provisions of Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the financial statements of the Company's subsidiaries is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

6. Listing

The equity shares of the Company are listed on BSE and NSE.

7. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a 'going concern' basis.

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews performed by management and the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2017-18.

8. Directors & Key Managerial Personnel

Mr. Ashok Kumar Lohia (DIN: 00132070) resigned w.e.f.

10.8.2017.

Mr. Basudeo Beriwala (DIN: 00119319) resigned with effect

from the conclusion of the board meeting held on 21st May,

2018.

Mr. Vivek Goenka (DIN: 00042285) and Prof. Ashoke Kumar Dutta (DIN: 00045170) were appointed as Additional Directors of the Company at the Board Meetings held on 30th August, 2017 and 21st May, 2018 respectively. They shall hold office till the conclusion of the ensuing AGM of the Company. Mr.Vivek Goenka and Prof. Ashoke Kumar Dutta are proposed to be appointed as Independent Directors at the ensuing 21st AGM of the Company for a consecutive period of five years w.e.f. 30th August, 2017 and 21st May, 2018 respectively.

Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013 relating to retirement of directors by rotation is not applicable to the independent directors.

The Company has received declarations from its Independent Directors under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Mr. Rajiv Kumar Sharma (DIN: 05197101), retires by rotation at the ensuing 21st Annual General Meeting and being eligible offers himself for reappointment.

Mr. Vikash Jain was appointed as Chief Financial Officer of the Company w.e.f. 14.12.2017 in place of Mrs. Bhavana Khemka who resigned.

9. Number of Meetings of the Board

The Board met four times during the financial year 2017-18. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to this Report.

10. Board evaluation

An annual evaluation of the performances of the Board, its committees and that of the individual directors was undertaken during the year on the basis of the criteria such as the composition, structure, functioning, effectiveness of the Board, the Committee Meetings, the contribution and preparedness of individual directors to the board and committees etc after seeking inputs from all the directors.

In a separate meeting of the Independent Directors the performance of non-independent directors, the Chairman and the Board as a whole was evaluated.

11. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report.

12. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Corporate Governance Report.

13. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report.

14. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Lovelock & Lewes, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years at the 17th Annual General Meeting (AGM) of the Company held on 8th September, 2014, subject to ratification of their appointment at every AGM. Their reappointment for the year 2018-19 is required to be ratified by the shareholders at the ensuing 21st AGM of the Company.

15. Auditors' report and secretarial auditors' report

The auditors' report and secretarial auditors' report are self-explanatory and does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.

16. Risk management

Although the requirement of Risk Management Committee is not mandatory for your Company, the management has to constantly monitor the risks and functions and systematically

address them through mitigating actions on a continuous basis. The audit committee has additional oversight in the area of financial risks and controls.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of the Corporate Governance Report.

17. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

18. Transactions with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note No. 40 to the financial statement which sets out related party disclosures.

19. Management's Discussion And Analysis Report

The Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Corporate Governance Report.

20. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the Company's website: www.dhunseritea.com.

21. Extract of Annual Return

As stipulated under Section 92(3) of the Act, an extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

22. Particulars of employees

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Since this information is for part of the year, the same is not comparable.

The median remuneration of employees for financial year 2017-18 is Rs. 0.61 lacs.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

* Since this information is for part of the year, the same is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year: 5.36 %.

d. The number of permanent employees on the rolls of Company: 5025.

e. Average percentile increase / decrease already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/decrease in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

Average percentile increase / decrease already made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was - 0.17 % and in the case of managerial remuneration the increase / decrease was - 37.00 %. The remuneration payable to executive directors has variable component which is dependent on the profit of the Company and other employees remuneration has fixed pay which depends on his/ her performance.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure IV forming part of this report.

23. Disclosure requirements

As stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report along with the auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

The code of conduct for the board of directors and the senior management adopted by the Company is available on the Company's website (http://dhunseritea.com/investors-investors/code-of-conduct/)

Details of the familiarization programme of the independent directors are available on the Company's website (http://dhunseritea.com/wp-content/uploads/ 2015/06/ Familiarisation-Programme-of-lndependent-Directors.pdf).

Policy for determining material subsidiaries of the Company is available on the Company's website (http://dhunseritea.com/ wp-content/uploads/2015/ 03/policy-for-determining-material-subsidiary.pdf).

Policy on dealing with related party transactions is available on the Company's website (http://dhunseritea.com/wp-content/uploads/2015/04/Related-party-transaction-policy.pdf).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the said policy is available on the Company's website (http://dhunseritea.com/wp-content/uploads/2015/03/vigil-mechanism.pdf).

24. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. State of Company's affairs

The present state of the company's affairs is progressive enough viz-a-viz the industry and there is no any development which could result in an adverse situation for the company in the near future. There is neither any change in the nature of business of the Company nor any significant and material orders was passed by any regulator or court or tribunals impacting the going concern status affecting the company's operation in future.

26. Reporting of frauds by auditors

During the year under review, the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's report.

27. Secretarial Standards

The Company complies with all applicable secretarial standards.

28. Material changes and commitments, if any, affecting the financial position of the Company

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. Particulars regarding conservation of energy & technology absorption etc

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure III which forms part of this report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed off during 2017-18. The Committee met once during the year.

31. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 21st AGM are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 21st AGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in Note 10 annexed to the Notice.

32. Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

Annexure - I

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the Company's CSR policy, including overview of projects or programme proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programme :

The Company aims at carrying out directly or indirectly various CSR activities either through Dhanuka Dhunseri Foundation (DDF) or through any other implementing agency as may be recommended to the Board by the CSR Committee.

The CSR policy of the Company encompasses the following activities :

Extending financial support to institutions for promoting education.

Hostel for students.

Day care centres and such other activities including measures for mitigating the inequalities amongst the socially and economically backward groups.

Eradicating hunger, poverty and malnutrition.

Health care (including preventive health care) and sanitation (including contribution to such programs of the Government for promotion of sanitation).

Making available safe drinking water.

The Company regularly provides financial assistance in association with various organizations to carry out CSR activities in these areas.

An amount of Rs.39.36 lakhs (approx.) was disbursed to DDF by the Company during the year 2017-18 which is engaged in various philanthropic activities as aforementioned.

2. The composition of the CSR committee: The Company has a CSR Committee of directors comprising of Mr. Basudeo Beriwala, Chairman of the Committee, Mr. Chandra Kumar Dhanuka and Ms. Nandini Khaitan.

3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs.1959.79 lakhs (approx.)

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs.39.20 lakhs (approx.)

5. Details of CSR spent during the financial year

a. Total amount to be spent for the financial year: Rs.39.36 lakhs

b. Amount unspent: Nil

c. Manner in which the amount spent during the financial year: Attached

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report: Nil / NA

7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.

We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.

Annexure - II

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES

The entire issued and paid up share capital of Company 4 above is held by Company 3 and that of Companies 2 & 3 above are held by Company 1 and that of Company 1 above is held by this Company.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Shareholding of Promoters

iii) Change in Promoters' Shareholding (please specify, if there is no change)

iv. Shareholding Pattern of top ten Shareholders

#

Not in the list of Top 10 shareholders as on 01/04/2017 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2018.

Ceased to be in the list of Top 10 shareholders as on 31/03/2018. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2017.

v) Shareholding of Directors and Key Managerial Personnel

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment ( Rs. in lacs)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL, PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Mr. C. K. Dhanuka was appointed Managing Director for 5 years w.e.f. 09.09.2014 and Mr. Mrigank Dhanuka was appointed as an Executive Director for 5 years w.e.f. 14.02.2018.

# Includes Companies contribution to Provident Fund, Superannuation & Gratuity Fund.

B. Remuneration to other Directors

* Paid to Khaitan & Co. LLP

# No sitting fee was payable to Mr. Mrigank Dhanuka since his appointment as an Executive Director w.e.f.14.02.2018.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

* Employed for part of the year; Mr. Vikash Jain was appointed CFO w.e.f. 14.12.2017 in place of Ms. Bhavana Khemka who resigned.

# Includes Company's contribution to Provident Fund, Gratuity Fund & Superannuation Fund (where applicable).

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES :

Annexure -

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read

with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the

Directors' Report for the year ended 31st March, 2018.

A. Conservation of Energy:

i) Steps taken or impact on conservation of energy:

Old Generator sets which were replaced with fuel efficient new Generator sets resulted in more KWH per litre of diesel in Tea Estates and contained the Power & Fuel cost.

The CFL / LED Bulbs which replaced the condensed bulbs in the factories and bungalows helped in reducing the energy consumption.

Supply of high calorific value coal from North-East Coalfields (Marghereta) with less ash content helped to maintain the required temperature for improvement in Quality as well as reduction in coal consumption.

Automatic Voltage Regulator have been installed at Dhunseri Tea Estate to utilize efficiently the grid supply to overcome the low voltage supply.

Capacitors are used to improve the power factor to 90 and above in most of the factories.

Interlocking of machineries have been initiated to reduce the connected load wherever possible and to minimize demand charges.

ii) Steps taken by the Company for using alternate sources of energy:

a) Tufflex sheets are used for natural light to reduce the consumption of electricity in all the factory buildings and stores.

b) Sunlight Powered bulbs made from plastic bottles to light up stores and other areas in the factory during day time will save energy.

iii) Capital investment on energy conservation equipment:

Trial runs of the continuous physical withering (CPW) machines at its tea factories at Dhunseri and Bahipookri was initiated last year. However, the same will be fully operational this year and is expected to bring quality improvement by even withering.

B. Technology Absorption:

(i) The efforts made towards technology absorption:

Indigenously developed technologies for the improvement of production both in field and factory were adopted and required modifications and innovations were done on a continuous basis.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Garden has used pruning machines to save on manpower and utilise the saved manpower for other development works.

Augor machines are used for digging pits for planting to save manpower and also speed up the planting work.

Machine plucking harvester are being undertaken and it is proposed to cover larger areas during the current Season. Quality parameters for machine plucking is monitored and action is being taken to improve the same.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) The details of technology imported: Nil

(b) The year of import: Nil

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons therefore : Not applicable.

(iv) The expenditure incurred on Research and Development:

The Company subscribes to Tea Research Associations, which does R & D work for the tea industries and their expert advice is also being obtained through visits by their Advisory Officers to the garden from time to time.

C. Foreign Exchange Earnings and Outgo:

Earnings in foreign exchange Rs. 15.59 lakhs (Previous year Rs.16.34 lakhs)

Foreign Exchange Outgo Rs.102.58 Lakhs (Previous year Rs.49.58 lakhs)

Annexure - IV

Details Pertaining to Employees as required under Section 197(12) of the

Companies Act, 2013

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Form No. MR-3 SECRETARIAL AUDIT REPORT

For the financial year ended on 31st March, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Dhunseri Tea & Industries Limited CIN: L15500WB1997PLC085661 Dhunseri House, 4A, Woodburn Park, Kolkata - 700 020

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dhunseri Tea & Industries Limited (hereinafter referred as 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2018 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder and Companies Act, 1956, to the extent not repealed;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the Company during the Audit Period;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act1):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI (ICDR) Regulations, 2009);- Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 (herewith referred as Listing Regulations); and

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors for the Board Meetings, including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

• All decisions at Board Meetings and Committee Meetings are carried out unanimously and recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there was no other event/action having major bearing on the Company's affairs.