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You can view full text of the latest Director's Report for the company.

BSE: 543920ISIN: INE0NJ001013INDUSTRY: Aerospace & Defense

BSE   ` 494.50   Open: 503.00   Today's Range 485.00
514.00
+7.90 (+ 1.60 %) Prev Close: 486.60 52 Week Range 165.00
548.95
Year End :2023-03 

The Directors have pleasure in presenting this Eleventh (11th) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

Particulars

Financial Year ended - Amount in ‘000)

31/03/2023

31/03/2022

Total Income

7,10,993.96

4,71,239.10

Profit before Exceptional and Extraordinary Item and Tax

1,44,159.93

1,04,393.70

Less: Extraordinary Item

180.24

663.17

Profit Before Taxation (PBT)

1,43,979.69

1,03,730.53

Less: Tax Expense

42,619.79

26,398.85

Profit After Taxation (PAT)

1,01,359.90

77,331.68

2. STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES/ REVIEW OF OPERATIONS Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Your company is primarily in the business of manufacturing and servicing of critical component systems and test facilities for submarines & surface ships for The Indian Navy. Further we also design, develop Mechanical Equipments and systems for industries like Nuclear and Clean Energy.

Your promoters and group companies have been in the defence manufacturing space for more than 20 years. Our company was incorporated with a purpose of having dedicated new entity focussed on meeting the growing requirements of Indian Navy, Mazagaon Dockyard and Shipbuilders Limited (MDL) for manufacturing and supplying mechanical equipment for the “Scorpene” Submarine Program of India. Soon after inception, a TOT (Transfer of Technology) was signed between CFF and Coyard SAS France for design, manufacture and supply of Mechanical Components for the Scorpene submarine program. The TOT was approved by relevant authorities and after factory inspection; our company was awarded license for production of mechanical components for the Scorpene Submarine Program.

Company facilities are situated at Khopoli from where we design, manufacture and service fluid control systems, distributor and air panels. Weapons and Control Systems, Steering gear. Propulsion Systems, High Pressure Air Systems, Hydraulics Systems, Breathing and Diving Air Systems and Integrated Platfonn Management Systems for submarines and surface ships for the Indian Navy and its OEMs. The facility is spread over 6,000 sq. mtrs. and has all the relevant state of the art machinery and testing facilities. Our facility is approved by Indian Navy, MDL & Naval Group (France) and has ISO 9001:2015 certification for quality management systems.

Since incorporation, up to March 31, 2023, we have completed orders from Indian Navy (including its OEMs) worth Rs. 18,678.79 lakhs and we have a robust order book as on March 31, 2023 of Rs.9,004.00 lakhs of which over 90 % pertains to orders from Indian Navy (including its OEMs). The highlights of some of the key defence sector projects which we were part of w.r.t supply and servicing of equipment’s are as below:

• SSK Class Submarine

• Kalveri Class Submarine

• Kilo Class Submarine

The Company does not have any Subsidiary, Joint venture or an Associate Company.

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs. 1947.44 lakhs on fixed assets.

4. Dividend:

Your Directors do not recommend any dividend for the financial year 2022-23.

5. Share capital and reserves:

a) Share capital:

The Authorized Share Capital of the Company was increase from ? 100.00.000 (One Crore) divided into 10,00,000 (Ten Lakhs) Equity Shares of ? 10 each to ? 20,00,00,000 (Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of? 10 each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on July 07, 2022.

Further the Authorized Share Capital of the Company was increase from ? 20,00,00,000 (Twenty Crore ) divided into 2,00,00,000 (Two Crore) Equity Shares of? 10 each to ? 21,00,00,000 (Twenty One Crore) divided into 2,10,00,000 (Two Crore Ten Lakhs) Equity Shares of? 10 each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on November 25, 2022.

The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs. 14,27,41,000/- divided into 1,42,74 100 equity shares of Rs, 10/- each fully paid up.

Further on July 11, 2022 company has allotted 1,35,60,395 shares as Bonus in the ratio 19:1 shares,

b) Transfer to Reserves:

The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the year.

6. Deposits:

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. Change in the nature of business, if any:

During the year, there was no change in the nature of business of the company.

8. Material changes and commitments after the reporting period

The Company has obtained the status of being listed on BSE SME Platform with effect from July 12, 2023. The Company managed to raise ? 8,580.00 Lakhs by initial public offer of 52,00,000 equity shares of? 10 each through its prospectus dated May 23, 2023. Further stakeholder may find the Prospectus though link:

https://cffdefensvs.com/volans/wp-content/uploads/2023/05/Prospectus-of-CFF-Fliiid-Control-Limited.pdf

Listing on Stock Exchanges:

The Company has obtained the status of being listed on BSE SME Platform with effect from July 12, 2023. The Company managed to raise ? 8,580.00 Lakhs by initial public offer of 52,00,000 equity shares of? 10 each through its prospectus dated May 23, 2023. Further 52,00,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 165. The Offer opened for subscription on May 30, 2023 and closed on June 02, 2023 and the Offer was subscribed approx. 1.95 times. The Equity shares of CFF have been listed on BSE SME Platform) on July 12, 2023.

There were as mentioned above the only material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

9. Scheme of Amalgamation / Arrangement:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

10. Details in Respect of Adequacy of Internal Financial Controls With Reference to the Financial Statement:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 202223.

11. Details of Application Made or any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016, during the Financial Year along with their status as at the end of the financial year:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

12. Details of difference between the amount of valuation at the time of one-time Settlement and the valuation done at the time of taking a loan from the banks or Financial institutions along with the reasons thereof:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

13. Public Deposits:

The Company has not accepted any deposits from the 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.

14. Particulars Of Loans, Guarantees And Investments Under Section 186 Of The Companies Act, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2023-2, have been provided in the Notes to the Financial Statement if any.

Your Company has not given any loans, guarantees or made any investments under sectionl86 of the Companies Act, 2013

15. Board matters:A. Directors’ Responsibility Statement pursuant to section 134 of the Companies Act, 2013

Your Board of Directors hereby confirms that:

i ) In the preparation of the annual accounts of the Company for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the accounting policies selected were applied consistently and the judgments and estimates made 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, 2023 and of the profit of the company for the year ended on that date;

iii) proper and sufficient care has been taken for the 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;

iv) the annual accounts have been prepared on a going concern basis;

v) adequate internal financial controls have been laid down, have been followed and have been operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and those systems have been adequate and operating effectively.

B. Declaration of independent directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Independent Directors of the company have registered their names in the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

During the financial year 2022-23, Eleventh (If) Board meetings were convened and held on 11th April, 2022, 11th June, 2022, 1 l,h July 2022, 02nd September 2022, 15th September 2022, 04,h November 2022, 07th November 2022, 21st November 2022, 12th December 2022, 17th January 2023 and 31st March 2023.

D. Criteria for performance evaluation Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. Factors of evaluation include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

Executive Directors

Performance of the Executive Directors is evaluated on broad criteria such as contribution and value addition to the Board and Committees thereof; contribution to the Company and management to achieve its plans, goals, corporate strategy and risk mitigation; level of participation in the Board and Committee meetings, etc. Director being evaluated does not participate in the evaluation process. The performance of Board as a whole is evaluated by the Independent Directors on the basis of its duties and responsibilities as per terms of reference. The Chairman’s performance is evaluated by Independent Directors on the above parameters after taking into account the views of Executive and NonExecutive Directors.

E. Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 22nd March, 2023. At the meeting, the Independent of the company reviewed the performance of the Non-Independent Directors and the Board as a whole;

reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Nonexecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall performance of the Directors and the Board as a whole.

F. Directors

During the year under review, Priyanka Moondra Rathi (DIN: 09485101) was appointed ad Non-Executive Independent Director through special Resolution passed in the extra ordinary general September 05, 2022 for period of 5 (Five) consecutive years from September 02, 2022 to September 01, 2027.

Further, Sunil Menon, (DIN: 00409485) was redesignated as Managing Director through special Resolution passed in the Annual general September 30, 2022 for period of 5 (Five consecutive with effect from September 30, 2022 to September 29, 2027.

Further, Gautam Makkar (DIN: 00354956) was redesignated as NonExecutive Director through Resolution passed in the Annual general September 30, 2022 for period of 5 (Five) consecutive with effect from September 30, 2022 to September 29, 2027.

Further, Rajnish Prakash (DIN: 08595423) was appointed additional Non-Executive Independent Director through special Resolution passed in the Annual General Meeting held on September 30, 2022 for period of 5 (Five) consecutive with effect from September 30, 2022 to September 29, 2027.

G. Retirement by Rotation

Sunil Menon, (DIN: 00409485) Managing Director Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment and the resolution under item No.2 seeking approval of the Members for her re-appointment has been incorporated in the Notice convening the 11th Annual General Meeting of the Company along with brief details about his.

H. Changes in Key Managerial Personnel

During the year under review, Hitesh Birla was appointed as Chief Financial Officer w.e.f. 1st August, 2022, Sunil Menon was appointed as Managing Director w.e.f 30th September, 2023 and Sonika Mehta was appointed as Company Secretary and Compliance Officer w.e.f. 4th November, 2022.

Further Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are Sunil Menon, Managing Director, Hitesh Birla, Chief Financial Officer and Sonika Mehta, Company Secretary and Compliance Officer.

I. Disclosures by Directors:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184( 1) as well as intimation by directors in Fonn DIR 8 under Section 164(2 ) and declarations as to compliance with the Code of Conduct of the Company.

J. Committees of the board:

a. Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, our board has constituted the Audit Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The audit committee comprises of:

Name of Director

Category

Position in the committee

Attendance at the Audit Committee Meetings held on

07.11.2022

17.01.2023

Rajnish Prakash

Non-Executive Independent Director

Chairman

Yes

Yes

Priyanka Moondra Rathi,

Non-Executive Independent Director

Member

Yes

Yes

Sunil Menon

Managing Director

Member

Yes

Yes

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies

Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and

possess sound knowledge of finance, accounting practices and internal control s.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, our board has constituted Nomination and Remuneration Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

Name of Director

Category

Position in the committee

Attendance at the Remuneration Committee held on

17.01.2023

Priyanka Moondra Rathi

Non-Executive Independent Director

Chairman

Yes

Rajnish Prakash

Non-Executive Non-Independent Director

Member

Yes

Gautam Makkar

Non-Executive Director

Member

No

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure 1

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178(5) of Companies Act, 2013, our board has constituted the

Audit Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the

Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

Name of Director

Category

Position in the committee

Attendance at the Stakeholders Relationship Committee held on 17.01.2023

Priyanka Moondra Rathi

Non-Executive Independent Director

Chairman

Yes

Rajnish Prakash

Non-Executive Independent Director

Member

Yes

Gautam Makkar

Non-Executive Director

Member

Yes

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time

to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees’ Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematenalization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2023.

d. The Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee, as per Section 135 of Companies Act, 2013, our board has constituted the CSR Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

Name of Director

Category

Position in the committee

Attendance at the Stakeholders Relationship Committee held on

04.11.2022

31.03.2023

Sunil Menon

Managing Director

Chairman

Yes

Yes

Gautam Makkar

Non- Executive Director

Member

Yes

Yes

Prakash Rajnish

Non-Executive Independent Director

Member

Yes

Yes

The terms of reference of the Committee are:

Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the Company in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted activities specified in the Companies Act, 2013 and the rules thereunder;

Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company in the three immediately preceding financial years or where the Company has not completed the period of three financial years since its incorporation during such immediately preceding financial years;

Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs or activities undertaken by the Company;

Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes; Identifying and appointing the corporate social responsibility team of the Company including corporate social responsibility manager, wherever required; and Performing such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of the Company or as may be required under applicable laws

16. Transfer of shares and unclaimed dividend to Investor Education and Protection Fund (IEPF):

During the year under review, your Company has not transferred any unclaimed amount and shares inlying with the Company for a period of seven years to the Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013.

17. Auditors:a) Independent Auditors:

M/S. V. N. Purohit & Co., Chartered Accountants - Finn Registration No. 304040E Statutory Auditors of the Company were appointed at the 10th Annual General Meeting of the Company held on September 30, 2022 for a period of five years. Accordingly, M/S. V. N. Purohit & Co., will complete their term and tenure as envisaged in Section 139 of the Companies Act, 2013 at the conclusion of this Annual General Meeting to be held in the year 2026 and are eligible for reappointment.

b) Cost Auditor:

During the year under review, Cost Auditor was note applicable to us

c) Secretarial auditor:

During the year under review. Cost Auditor was note applicable to us further, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2023-24. They have confirmed their eligibility for the re-appointment.

18. Independent auditors’ report:

The Statutory Auditor’s report to the Members on the standalone financial statement for the year ended March 31, 2023 does not contain any qualification, reservation, adverse remark or any disclaimer.

19. Reporting of fraud:

During the year under review, there were no instances of frauds reported by Auditors under Section 143( 12) of the Companies Act 2013.

20. Credit Rating

During the year under review, no credit rating has been obtained for the company

21. Management discussion and analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 details are given in Annexure -D to this Report.

22. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards notified by the Institute of Company Secretaries of India.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure —B to this Report.

24. Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of section 188 of the companies act, 2013:

All related party transactions entered by the Company during the financial year 2022-23 with related parties were on arm’s length basis and in the ordinary course of business. No material related party transactions / arrangements were entered into during the financial year by the Company.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the Company during the financial year ended March 31, 2023 in prescribed Fonn AOC-2 is annexed herewith as Annexure —C to this Report.

The details of the transactions with related parties were also provided in the notes to the financial statements.

25. Risk management policy

Your company recognizes Risk Management as a very important part of business and has kept in place necessary policies, procedures and mechanisms. The company proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten the operations and resources of the company.

The Risk Management Policy of the company is available at the link https://cffdefensvs.com/investors/policies/

26. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013 a Whistle Blower policy has been established. The policy is available at the website link https://cffdefensvs.com/investors/policies/

27. Corporate social responsibility (CSR) activities during the year 2022-23:

your company has spent an amount of Rs. 8,50,000 on CSR activities (Through transferring fund to PM CARE Fund as specified in Schedule VII of the Companies Act, 2013) , against the 2% of average profit for the last three years. Details of CSR activities are given in Annexure -D to this Report.

28. Significant Regulatory Or Court Orders:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

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

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

30. Disclosure of significant and material orders passed by regulators etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 During the year under review, there were no significant or material order(s) passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

During the year under review, there is no application/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial Institutions.

31. Disclosure of internal financial control systems and their adequacy Rule 8(5)(viii) of the Companies (Accounts) Rules 2014

Your company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and aid in the timely preparation of reliable financial statements.

32. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the company’s weblink https://cffdefensvs.com/investors/annual-reports/

33. Remuneration of directors and employees and related disclosures Remuneration is paid to directors and employees in accordance with the remuneration policy of the company and applicable statutory provisions.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure-10 to this Report.

34. Listing on stock exchanges

The Company’s Equity shares are listed on BSE SME Platform (Scrip Code: 543920) and the Listing Fees has been paid to them up to date.

35. Policies of The Company:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("‘Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://cffdefensvs.com/investors/policies/. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

36. Human Resources and Industrial relations

Your directors thank all the employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

37. Depository System:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0NJ001013.

38. Research and development:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

39. Cautionary statement:

Statements in the Directors’ Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

40. Appreciation:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.