Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Jan 14, 2026 >>   ABB 4932.55 [ -0.65 ]ACC 1727.9 [ 1.22 ]AMBUJA CEM 549.55 [ 2.21 ]ASIAN PAINTS 2815.35 [ -2.39 ]AXIS BANK 1298.5 [ 2.90 ]BAJAJ AUTO 9576.6 [ 0.21 ]BANKOFBARODA 307.7 [ 1.95 ]BHARTI AIRTE 2023 [ -0.17 ]BHEL 267.65 [ 0.83 ]BPCL 357.05 [ 0.58 ]BRITANIAINDS 5906.3 [ -0.22 ]CIPLA 1434.6 [ -0.90 ]COAL INDIA 432.2 [ 0.80 ]COLGATEPALMO 2092.8 [ -0.62 ]DABUR INDIA 513.75 [ -1.51 ]DLF 650 [ -0.35 ]DRREDDYSLAB 1186.45 [ -0.33 ]GAIL 165.2 [ -0.06 ]GRASIM INDS 2796.15 [ 0.85 ]HCLTECHNOLOG 1668.6 [ 0.22 ]HDFC BANK 926 [ -1.20 ]HEROMOTOCORP 5669.45 [ -1.19 ]HIND.UNILEV 2353.45 [ -1.53 ]HINDALCO 955.4 [ 2.07 ]ICICI BANK 1418.15 [ -1.28 ]INDIANHOTELS 689.85 [ 1.67 ]INDUSINDBANK 944.6 [ 3.77 ]INFOSYS 1599.05 [ 0.07 ]ITC LTD 334.75 [ 0.03 ]JINDALSTLPOW 1040.4 [ 2.87 ]KOTAK BANK 421 [ -1.27 ]L&T 3865.5 [ -0.58 ]LUPIN 2195 [ 0.84 ]MAH&MAH 3649.4 [ -0.24 ]MARUTI SUZUK 16144.05 [ -1.72 ]MTNL 33.69 [ 0.24 ]NESTLE 1307.5 [ -0.85 ]NIIT 83.63 [ -0.05 ]NMDC 83.82 [ 2.06 ]NTPC 349.15 [ 3.34 ]ONGC 248.2 [ 1.78 ]PNB 128.7 [ 3.37 ]POWER GRID 258.3 [ -0.17 ]RIL 1458.45 [ 0.48 ]SBI 1028.3 [ -0.01 ]SESA GOA 675.7 [ 6.06 ]SHIPPINGCORP 214.9 [ 1.37 ]SUNPHRMINDS 1700.55 [ -1.69 ]TATA CHEM 769.25 [ 0.88 ]TATA GLOBAL 1171.25 [ -1.50 ]TATA MOTORS 349.8 [ 0.10 ]TATA STEEL 189.25 [ 3.70 ]TATAPOWERCOM 367.45 [ -0.26 ]TCS 3192.3 [ -2.30 ]TECH MAHINDR 1588.5 [ -1.52 ]ULTRATECHCEM 12256.95 [ 1.83 ]UNITED SPIRI 1335.75 [ 1.30 ]WIPRO 260.15 [ -1.51 ]ZEETELEFILMS 90.26 [ 1.19 ] BSE NSE
You can view full text of the latest Director's Report for the company.

ISIN: INE491V01019INDUSTRY: Services - Others

NSE   ` 114.30   Open: 117.35   Today's Range 112.83
118.12
-3.99 ( -3.49 %) Prev Close: 118.29 52 Week Range 112.83
231.99
Year End :2025-03 

The Board of Directors of your company presents 23rd (Twenty Third) Annual Report of your company together with the Audited Financial Statements (Standalone) for the period ended 31st March, 2025.

FINANCIAL RESULTS:

(In Lakhs)

Particulars

Current Year Ended on

Previous Year Ended

31/03/2025

on 31/03/2024

Income from operations

3503.45

2810.07

Other Income

192.62

76.71

Total Income

3696.07

2886.78

Depreciation & amortization

598.83

688.64

Expenses other than Depreciation

1786.30

1460.15

Exceptional Items

1236.60

0.04

Net Profit/(Loss) Before Tax

2547.54

738.04

Current Tax

127.00

160.00

Prior period tax adjustments

-

-

Deferred Tax

522.53

27.25

Profit/(Loss) After Tax

1898.01

550.83

BUSINESS OVERVIEW AND STATE OF COMPANY'S AFFAIRS

The detailed information on the operation of the company and details on the state of affairs of the company are covered in the "Management Discussion and Analysis Report"

DIVIDEND:

However, the board does not recommend any final dividend for the year 2024-25.

AUTHORISED AND PAID UP CAPITAL:

During the year under review, the authorized share capital of the company was increased from Rs.

11.25.00. 000 (Rupees Eleven Crore Twenty Five Lakh only) divided into 1,12,50,000 (One Crore Twelve Lakh Fifty Thousand) equity shares of Rs. 10 each to 12,25,00,000.00/- (Rupees Twelve Crores and Twenty-Five Lacs Only) comprised of 1,22,50,000 equity Shares of Rs. 10 each by creation of additional

10.00. 000 (Ten Lacs) Equity Shares of Rs 10/- (Rupee Ten each) vide ordinary resolution passed at the Annual general meeting of the company held on 28th September, 2024.

The Paid-up Share Capital of the Company as on 31st March, 2025 was ^11,22,33,440 (Rupees Eleven Crore Twenty-Two Lakh Thirty-Three Thousand Four Hundred Forty only) divided into 1,12,23,344 equity shares of ^10 each.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the company has generated total revenue of Rs. 3696.07 lakhs as against Rs. 2886.78 lakhs during the previous financial year. The net profit after tax for the year under review has been Rs. 1898.01 lakhs as against the net profit of Rs. 550.83 lakhs during the previous financial year. Your directors are continuously looking for the new avenues for future growth of the company

and expect growth in future period. A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

RESERVES AND SURPLUS:

The company has reserves and surplus of Rs. 5060.09 lakhs in the present financial year as against the reserve and surplus of Rs. 2484.99 lakhs during the previous financial year.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. CHANGE IN DIRECTORS & KMP:

During the year under review, there were following changes in directors of the company.

Sr.No.

NAME OF DIRECTOR (Category)

Appointment/Resignation

Date

1.

Shri. Divakar Hebbar Kapoli (Independent Non Executive Director)

Resignation

8th November, 2024

2.

Shri. Nooruddin Savji Rajwani (Non Independent Non-Executive Director)

Appointment

14th February, 2025

3

Priyanka Sanatkumar Shastri (Company Secretary & Compliance Officer)

Resignation

31st July 2024

4.

Pooja Baban Shirke (Company Secretary & Compliance Officer)

Appointment

21st October, 2024

The present structure of board of directors is as follows:

Sr.

No.

CATEGORY

NAME OF DIRECTORS

Promoter and Executive Director

1.

Chairman & Managing Director

Karim Kamruddin Jaria

2.

Director & CFO

Nizar Nooruddin Rajwani

Non-Executive Director

3.

Independent Non-Executive Director

Smt. Payal Yash Gaglani

4.

Independent Non-Executive Director

Shri. Sanjay Dayal

5.

Independent Non-Executive Director

Shri. Amit Bhalchandra Nandedkar

6.

Independent Non-Executive Director

Shri. Divakar Hebbar Kapoli (Resigned w.e.f. 08.11.2024)

7.

Non-Independent Non-Executive Director

Shri. Nooruddin Savji Rajwani (Appointed w.e.f. 14.02.2025)

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors

Relationship with other Director

Mr. Karim Kamruddin Jaria

Managing Director, Chairman and Cousin brother of Mr. Nizar Rajwani

Mr. Nizar Nooruddin Rajwani

Director, CFO and Cousin brother of Mr. Karim Jaria

Mr. Nooruddin Savji Rajwani

Non Independent Director, Shri. Nooruddin Rajwani is the father of Shri. Nizar Nooruddin Rajwani

Mrs. Payal Yash Gaglani

Independent Director

Mr. Sanjay Dayal

Independent Director

Mr. Amit Bhalchandra Nandedkar

Independent Director

Mr. Divakar Hebbar Kapoli

Independent Director

II. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Nizar Nooruddin Rajwani (holding DIN 03312143), who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of directors, based on the recommendation of the Nomination and Remuneration Committee has proposed re-appointment of Mr. Nizar Nooruddin Rajwani. Appropriate resolution in connection with the said reappointment and his brief profile is given in this report as notes to the notice.

III. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to section 149 of the Companies Act, 2013, company has received requisite declarations/confirmations from all the independent directors confirming their independence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, domain knowledge, experience and expertise in the fields of finance, administration, management, strategy, etc. and they hold highest standards of integrity.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ('IICA') as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and thereby have complied with the provisions of sub-rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 to the extent applicable. All the Independent Directors have also complied with the provisions of sub-rule (4) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

The following are independent directors of the company in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;

1. Ms. Payal Yash Gaglani

2. Mr. Sanjay Dayal

3. Mr. Amit Bhalchandra Nandedkar

4. Mr. Divakar Hebbar Kapoli till 08.11.2024

This shall be deemed to be a disclosure as required under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014, as amended.

V. COMPANY SECRETARY & COMPLIANCE OFFICER:

Mrs. Priyanka Sanatkumar Shastri, Company Secretary holding requisite qualification from the Institute of Company Secretaries of India, having Membership No. A-29506 was working as Company Secretary (KMP) & Compliance Officer of the company and she has resigned from the said post w.e.f. 31st July, 2024. The company Has appointed Ms. Pooja Shirke having Membership No- A74805 w.e.f. 21st October, 2024 as Compliance officer & Company Secretary in her place.

VI. CHIEF FINANCIAL OFFICER:

Mr. Nizar Nooruddin Rajwani holds designation of Chief Financial Officer of the company. CORPORATE GOVERNANCE REPORT:

The directors of the company affirm the commitment of company towards achieving the highest standards of corporate governance. Since the company is listed on Main Board of NSE, by virtue of

Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliances with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are applicable to the company. Hence, Corporate Governance Report forms a part of this Annual Report as Annexure-A

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The company has no subsidiary company, joint venture company or associate Company.

PUBLIC DEPOSIT:

During the year under review your company has neither accepted the deposit from public nor renewed the same and has neither defaulted in the repayment of deposits or payment of interest during the financial year as envisaged by Chapter V of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company done during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS/ OUTGO:

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2025, are to be given by the Company as a part of the Boards Report. Your Company strives to achieve the optimum utilization of resources by innovative techniques and processes and further reducing wastage.

CONSERVATION OF ENERGY:

All the servicing/job work facilities continued their efforts to reduce the specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:-

• LED Lights in office in place of CFL in offices.

• Encouraging Go Green Initiatives.

• Use of Natural Ventilation.

• Switch off electrical appliances, whenever not required.

Efforts have been made by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy saving equipment, plants or machinery. No significant investments were incurred during the year.

The Company being a service provider, there is no expenditure incurred on research and development during the year under review. Moreover, during the year, the company has no Foreign Exchange earnings and no foreign exchange outgo during the year.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on arm's length basis. Details of transactions pursuant to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith in the FORM AOC-2.

During the year, the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for appointment and remuneration of Directors, key managerial personnel and senior management. Remuneration policy of the company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, perquisites, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy placed on the Company's website: www.crownlifters.com.

PARTICULARS OF EMPLOYEES:

The company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs.

1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of Annexure to the Board's report: -

i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014- "Annexure-C"

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes occurred which affect the financial position of the company between the end of the financial year of the company to which financial statements relate and date of the report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, no material orders are passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019, read with all relevant notifications as issued by the Ministry of Corporate Affairs from time to time, during the F.Y. 2024-25, the company is not required to transfer any fund to Investors Education and Protection Fund.

CORPORATE WEBSITE:

The website of your Company, www.crownlifters.com carry comprehensive database of information of interest to the stakeholders including the corporate profile, information with regard to products, plants and various depots, financial performance of your Company, corporate policies and others.

INSURANCE:

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.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS' REPORT:

In accordance with the provisions of Section 139 of the Companies Act, 2013 M/s. Shiv Pawan & Company., Chartered Accountants (FRN: 120121W) who was appointed as Statutory Auditors of the company by the shareholders of the company at the 20th Annual General meeting held on 29th September, 2022 for a term of 5 (five) years to hold office until the conclusion of 25th Annual General Meeting of the company to be held in 2027 resigned from the office of statutory auditor of the company w.e.f. 26th June, 2025.

M/s Vishwas & Associates, Chartered Accountants (FRN: 143500W) appointed as the Statutory Auditors of the Company to fill the casual vacancy arising from the resignation of M/s Shiv Pawan and Company to hold office until the conclusion of the ensuing Annual General Meeting of the Company for F.Y. 2025-2026.

AUDITORS' REPORT:

The Auditors' Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended on March 31, 2025. The notes of accounts referred to in the auditors' report are self explanatory and therefore do not require any further comments.

II. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi & Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year ended on 31st March, 2025. Secretarial Audit Report is annexed as "ANNEXURE-F" as Form MR-3. The board has duly reviewed the Secretarial Auditor's Report and the observations and comments appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

III CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A certificate from Mr. Ronak D. Doshi, Practicing Company Secretary certifying that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of the company by SEBI or MCA or any such statutory authority is enclosed as "ANNEXURE-G"

IV. INTERNAL CONTROL AUDIT SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has its proper system of Internal Control and it regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records including timely preparation of financial information.

Mr. Mehul Mehta, Chartered Accountant acts as internal auditor of the company and consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the details of contribution to CSR activities are as follows:

In Rupees

Amount statutorily required to contribute during the year F.Y. 2024-2025

10,18,000

Actual amount spent as on 31.03.2025

11,00,00

Amount unspent on ongoing projects and transferred to separate bank account as on 31.03.2025

NIL

Amount spent towards PM CARES Fund within the prescribed time limit of six months of end of financial year as per Companies Act, 2013

1,00,000

Excess amount available for set off in the succeeding financial years

82,000

Projects (Amount Spend)

Amount spent

Pending

MJD Foundation (home For Senior Citizen) -Donation

1,00,000

0

AGA KHAN FOUNDATION - Donation

8,00,000

0

PM CARES FUND

1,00,000

0

FIDAI GIRLS EDUCATIONAL INSTITUTE

1,00,000

0

Total Amount Spend

11,00,000

0

ENVIRONMENT, HEALTH AND SAFETY:

The company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc.

The objective of this mechanism is to maintain a Redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

During the year, none of the matter having any unethical practices or behavior was reported to the company.

ii. Business Conduct Policy:

The company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the company.

BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of board of directors and the attendance of the directors in the same is mentioned in Corporate Governance Report.

COMMITTEES AND THEIR MEETINGS:

> NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

The Audit Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Audit Committee and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

> NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of Nomination and Remuneration Committee and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

> NUMBER OF MEETINGS OF THE STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder relationship Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The details regarding the meetings of stakeholder relationship Committee and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

INDEPENDENT DIRECTORS' MEETING:

The Board of Directors of the Company has constituted Independent Director's Committee as per Companies Act, 2013.

The duties of the Independent Directors are as under:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the company, taking into account the views of other Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary to effectively and reasonably perform its duties. All the Independent Directors were present at the meetings of Independent Directors.

The details regarding the meetings of Independent Directors and the attendance of the committee members in the same is mentioned in Corporate Governance Report.

INDUSTRIAL RELATIONS:

The relations of the company with the laborers were cordial in nature.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The company incorporates the accounting standards as and when issued by the Institute of Chartered Accountants of India. The company complied with the Stock Exchange and all the other legal requirements, if any applicable to the company concerning the Financial Statements at the time of preparing of the Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Statement is part of this Annual Report. Attached herewith as Annexure -F

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Public Company must be under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) limited and the Demat activation number allotted to the Company is ISIN: INE491V01019. Presently 100% shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal Act, 2013):

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Directors further state that no complaints regarding the sexual harassment were raised during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the board confirms and submits the Director's Responsibility Statement:-

a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors had 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 at the end of the financial year and of the profit or loss of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The company has not provided directly or indirectly any loan to any other person or body corporate or has given any guarantees or provided security in connection with loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid up capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more and hence it is outside the purview of Section 186 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per Regulations under SEBI (LODR), 2015, the board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Committees. The performance of the Board was evaluated by the board after seeking feedback from all the directors on the basis of the parameters/criteria including the matters stated in guidance notes issued by the Securities and Exchange Board of India, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, frequency of its meetings, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees' viz. Audit Committee and Nomination & Remuneration Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management. The directors expressed their satisfaction with the evaluation process and outcome.

The performance of Chairman, Managing Director, Independent Directors and Non- Executive Directors were evaluated based on inter alia leadership abilities, qualification and experience, knowledge and competency, attendance record, intensity of participation at meetings, quality of interventions and special contributions during the Board Meeting, identification, monitoring and mitigation of significant corporate risks, etc. The Independent Directors were additionally evaluated based on independence and their ability of expressing independent views and judgment, etc. The performance evaluation of each of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The performance of Non- Independent Directors, including chairman was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the company. More details on the same are given in the Corporate Governance Report.

FRAUD:

No cases of fraud have been reported under Section 143(12) of the Companies Act, 2013, during the period under review.

RISK MANAGEMENT SYSTEM:

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended the Board has developed and implemented a Risk Management Plan for the Company which identifies, assess, monitor and mitigate various risks which may threaten the existence of the Company and specifically covers cyber security.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Company's bankers and customers, vendors and investors for their continued support during the year.

Your directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your company to achieve good performance year after year and look forward to their support in future as well.