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Directors Report of Zinema Media and Entertainment Ltd.

Mar 31, 2023

DIRECTOR''S REPORT

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31^st March, 2023

1. Results of our Operations:

The Company''s Standalone financial performance for the year ended 31^st March, 2023 is summarized below;

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	-	-
Other Income	16.35	5.15
Total Income	16.35	5.15
Total Expenses	27.94	28.40
Profit Before Tax	(11.59)	(23.25)
Tax Expense
-Current Tax	-	-
-Deferred Tax	-	-
-Mat Credit Entitlement	-	-
Net Profit /Loss for the Year	(11.59)	(23.25)

The Company''s consolidated financial performance for the year ended 31^st March, 2023 is summarized below;

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	-	-
Other Income	16.35	5.15
Total Income	16.35	5.15
Total Expenses	28.15	28.70
Profit Before Tax & Extraordinary Items	(11.80)	(23.55)
Tax Expense
-Current Tax	-	-
-Deferred Tax	-	-
- Mat Credit Entitlement	-	-
Net Profit /Loss for the Year	(11.80)	(23.55)

a. Review of operations and affairs of the Company:

Standalone:

During the year under review, the Company has incurred a loss before Tax of Rs.11.59 lakhs as compared to previous year
loss of Rs.23.25 Lakhs The net loss for the year under review has been Rs.11.59 Lakhs as compared to previous year loss
of Rs. 23.25 lakhs. Your directors are continuously looking for avenues for future growth of the Company in Media and
Entertainment Industry.

Consolidated:

During the year under review, the Company has incurred a loss after Tax of Rs.11.80 lakhs as compared to previous year
loss of Rs. 23.55 lakhs. The net loss for the year under review has been reduced to Rs.11.80 as compared to previous year
loss of Rs 23.55 lakhs

b. Dividend:

The Directors of your company has not recommended any dividend in the current year.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section

76 of the Companies Act 2013 and the rules made there under. There are no public deposits, which are pending for
repayment.

e. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial
statements provided in this Annual Report.

f. Particulars of contracts or arrangements made with related parties:

During the period under review the Company has entered into related party transaction and the particulars of contracts or
arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 is
appended as Annexure I. The Policy on Related Party Transaction is available on our website www.zinema.co.in

Particulars	As at 31^st March, 2023	As at 31^st March, 2022	Increase / Decrease in %
Market Value per share	18.62	8.22	126.52%
No. of Shares	71,14,500	71,14,500	-
Market Capitalization	13,24,71,990	5,84,81,190	126.52%
EPS (Standalone)	(0.163)	(0.327)
Price earnings ratio	-	-
Percentage increase/decrease in the Market Price of the Shares in comparison with thelast Issue.
(The IPO of the Company in the FY 2014-2015 was brought out at a rate of Rs. 15/- per share)

h. Management''s Discussion and Analysis:

Management''s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015, is appended as Annexure II to this report.

i. Director''s Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their

knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are
no material departures;

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

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the
assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

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

j. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by theBoard.

2. Human Resource Management:

To ensure good human resources management at "Zinema Media and Entertainment Limited (formerly Trivikrama Industries
Limited)", we focus on all aspects of theemployee lifecycle. This provides a holistic experience for the employee as well. During
their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering
programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the
relevant teams, including the leadership.

a. Particulars of employees:

The table containing the particulars of employees in accordance with the provisions of Section 197(12) of the Companies

Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is
appended as Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Details of the Top 10 employees as on 31^st March, 2023 as prescribed in the Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this report;

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its
employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-TimeDirector:

y Mr. Baskaran Sathya Prakash (DIN: 01786634) continues to be the Managing Director ofthe
Company.

ii. Company Secretary:

y Ms. Kushmanjali Sharma, Company Secretary cum Compliance Officer (01st September, 2021 to 14.11.2022)

y Ms. Monika Singh, Company Secretary cum Compliance Officer (07^th April 2023 to the date of this
report)

iii. Chief Financial Officer (CFO):

y Mr. Arikesavanallur Venkatraman Krushnan, Chief Financial Officer (01^st September, 2021to 11^thAugust 2023)

y Mr Potabattula Praveen(11^th August 23 to the date of this Meeting)

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s
brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders'' expectations. At Trivikrama Industries Limited it is imperative that our company affairs are
managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is
committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set
out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of
Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations &
Disclosure Requirements), Regulations, 2015 is not applicable for a company having paid up of 10 Crore or Net-worth of 25
Crore, in the immediate preceding FY & for a listed entity which has listed its specified securities on the SME Exchange. As the
securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

a. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

y Ms. Kushmanjali Sharma, Company Secretary cum Compliance Officer (01st September, 2021 to 14.11.2022)

y Ms. Monika Singh, Company Secretary cum Compliance Officer (07^th April 2023 to the date of this

report)

The compliance department of the company is responsible for independently ensuring that the operating and business
units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities
were disseminated across the company to ensure that the business and business units operate within the boundaries set by
the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

1. Ms. Kushmanjali Sharma was resigned as the Company Secretary cum Compliance Officer with effect from 14^thNovember 2022

2. Mr. ARIKESAVANALLUR VENKATRAMAN KRUSHNAN was appointed as the Chief Financial Officer with effect
from 1^st September, 2021 and resigned with effect from 11^th August 2023

3. Mr. Narsing Balwanth Singh (DIN: 06560717) was appointed as Executive Director on 30^th December 2022

4. Mr Potabattula Praveen was appointed as the Chief Financial Officer with effect from 11^th August 2023

5. Mr Manu Padhmanaban Nair ( DIN: 06810682) was appointed as Additional Director - Independent with effect from
11^th August 2023 . He has been recommended by the Board to be appointed as Independent Director for a period of 3
years from the date of Annual General Meeting till 30^th September 2026

6. Mr. Dinesh Raj ( DIN: 07113950) was appointed as Additional Director - Independent with effect from 23^rd August
2023 . He has been recommended by the Board to be appointed as Independent Director for a period of 3 years from
the date of Annual General Meeting till 30^th September 2026

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse
board will leverage differences in thought, perspective, knowledge, skill, regional and industryexperience, cultural and
geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board
has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board
Diversity Policy is available on our website www.trivikrama.com.

d. Details with regards to meeting of Board of Directors of the Company at attendance thereof:

Name of the Director	Designation	Category
Mr. Baskaran Sathya Prakash	Managing Director	Executive Director
Mr. Narsing Balwanth Singh	Director	Executive Director
Mr. Ramasamy Gokulakrishnan	Director	Independent Director
Mr. Sadasivam Anbazhagan	Director	Non-Executive Director
Mr. Kannabiran Navakumar	Director	Independent Director
Mr Manu Padhmanaban Nair (Appointed during FY 2023-2024)	Additional Director	Independent Director
Mr Dinesh Raj (Appointed during FY 2023-2024)	Additional Director	Non-Executive Director

(ii) Meeting of Board of Directors and Attendance during the Year:

During the FY 2022-23,5 (Five) meetings of the Board of Directors of the Company were held i.e. on
30.05.2022,07.09.2022, 14.11.2022,05.12.2022,20.02.2023

Name of Director

Attendance Particulars

No. of
DirectorÂ¬
ships in
other Public
Company¹

No. of Chairmanship/
Membership of Board
Committees in other
Companies#

Board

Meetings

Last

AGM

Chairman

Member

Mr. Baskaran Sathya Prakash	5	Yes	NA	-
Mr. Narsing Balwanth Singh	1	NA	NA	NA	NA
Mr. Ramasamy Gokulakrishnan	5	Yes	NA	NA	NA
Mr. Sadasivam Anbazhagan	5	Yes	NA	NA	NA
Mr. Kannabiran Navakumar	5	yes	NA	NA	NA

#In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the
Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been
considered.

e. Policy on Directors'' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on 31^st March, 2023, the Board
consist of 5Members, 2 of whom are Executive Director and 1 of whom is a Non-Executive Director and the other 2 are
Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director''s Appointment and Remuneration, including criteria for determining
qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the
Companies Act, 2013, adopted by the Board, is available on the Company Website: www.trivikrama.com. We affirm that
the Remuneration paid to the director is as per the terms laid out inthe said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies
Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letterincorporating the role,
duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on
disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code ofConduct, the Code of
Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and
the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice
Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conducts programs / presentations periodically
to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior
leadership team of the Company and help them to understand the Company''s strategy, business model, operations, service
and product offerings, markets, organization structure, finance, human resources,technology, quality, facilities and risk
management and such other areas as may arise from time to time. The Policy on the Familiarization Program for
Independent Directors is available on our website www.trivikrama.com

h. Board''s Committees:

Name of the Committee	Name of the Company Member	Position in the Committee
	Mr. Ramasamy Gokulakrishnan	Chairman
Audit Committee	Mr. Kannabiran Navakumar	Member
	Mr. Baskaran Sathya Prakash	Member

Nomination and Remuneration Committee	Mr. Ramasamy Gokulakrishnan	Chairman
	Mr. Sadasivam Anbazhagan	Member
	Mr. Kannabiran Navakumar	Member

Stakeholder Relationship Committee	Mr. Ramasamy Gokulakrishnan	Chairman
	Mr. Sadasivam Anbazhagan	Member
	Mr. Kannabiran Navakumar	Member

ii. Meeting of Audit Committee and Attendance:

During the financial year under review, the Audit Committee Meetings were held 4 times and the attendance of the
members at the Audit Committee meetings was as follows:

	Attendance Particulars
Name of the Director	Meeting Held during	Meeting Attended
	the tenure	during the tenure
Mr. Baskaran Sathya Prakash	4	4
Mr. Ramasamy Gokulakrishnan	4	4
Mr. Kannabiran Navakumar	4	4

iii. Meeting of Nomination and Remuneration Committee and Attendance:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held6 time viz.,
and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

	Attendance Particulars
Name of the Director	Meeting Held during the tenure	Meeting Attended during the tenure
Mr. Ramasamy Gokulakrishnan	2	2
Mr. Kannabiran Navakumar	2	2
Mr. Sadasivam Anbazhagan ²	2	2

iv. Meeting of Stakeholder Relationship Committee and Attendance:

	Attendance Particulars
Name of the Director	Meeting Held during the tenure	Meeting Attended during the tenure
Mr. Ramasamy Gokulakrishnan	3	3
Mr. Kannabiran Navakumar	3	3
Mr. Sadasivam Anbazhagan	3	3

followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our website
www.trivikrama.com

4. Auditors:

a. Statutory Auditor:

M/s. L S S M & Co., Chartered Accountants {Firm Registration No. 013941S} has been appointed as StatutoryAuditors of
the Company at the 34^th Annual General Meeting held on 27^th September, 2018 to hold the office for a period of 5 years
till the conclusion of 39^th Annual General Meeting to be held in the Financial Year 2023. The Board recommends the
appointment of M/s. Mudra Sunil Associates, Regn No.FRN . 007835S for the financial years 2023-2028.

b. Secretarial Auditors:

M/s. GRNK & Associates, Company Secretaries was appointed as the Secretarial Auditor of the company to conduct the
Secretarial Audit of the Company for the FY 2022-23, as required under the Section 204 of the Companies Act, 2013 and
Rules there under. The Secretarial Audit Report for the FY 2022-23 is appended as Annexure V to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:(i) by the Statutory Auditor in the Audit Report:

The Statutory Auditor report does not contain any qualifications, reservations or adverseremarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

Following are the qualifications made by the Secretarial Auditors in their report and reply by the Directors:

1. The Company did not appoint a women director as required under the provisions of Section 149(1) of the Companies Act,
2013

The Company is taking steps to appoint a women director on its board.

2. The Company did not provide us with the disclosure of interest of the Directors under Section 184(1) of the Companies Act,
2013 and declarations of the Independent Directors under Section 149(7) of the Companies Act, 2013

The Company will take steps to comply in future.

3. The Company did not provide us with the documents relating to registration of the Independent Directors on the Independent
Director''s databank and the exemption / qualifying certificate of the Independent Directors as required under Section 149
read with Rule 6 of Companies (Appointment & Qualifications of Directors) Rules, 2014.

The Company will take steps to comply in future.

4. The Company did not provide us with the documents relating to evaluation of performance of Directors / Independent
Directors under the respective provisions of the Companies Act, 2013.

The Company will take steps to comply in future

5. The Company neither provided the internal audit report nor the documents for appointment of the internal auditors for the
financial year ended 31 st March, 2023.

Since there were no commercial operations during the year , internal auditor was not appointed .

6. The Company did not appoint an Auditor /firm of auditors who has / have subjected himself / themselves to peer review
process and holds a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India as
stipulated under Regulation 33(1)(d) of the SEBILODR.

The Board with respect to the above mentioned qualification herewith submits that, the Company has not been
able to find Statutory Auditors who has/have subjected himself/themselves to peer review process and holds a
valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under
Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Company is
pursuing its current Statutory Auditors to subject themselves to peer review process.

7. Inordinate delay was observed with respect to certain disclosures filed by the company under SEBI LODR.

Regulation 30 of SEBI (LODR), Regulations, 2015. The Company is trying to streamline its operations process so
as to avoid such delays in the future.

8. The Company did not update necessary disclosures on its website as required under Regulation 30(8) and Regulation 46
[excluding clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 of the SEBI LODR.

The Board with respect to the above mentioned qualification herewith submits that, the above stated delay in
disclosures were due to administrative difficulties. However, the company at the time of submission of the
above stated disclosures have also made disclosure about the reason for delay in the submission in terms with
Regulation 30 of SEBI (LODR), Regulations, 2015. The Company is trying to streamline its operations process
so as to avoid such delays in the future.

9. The company has received e-mails from BSE Limited regarding imposition of fines for noncompliance of certain regulations
and lite submission of certain documents under SEBI LODR. We are informed that the company has requested BSE to waive
the fines imposed by them.

The waiver request is under process with BSE

10. Statutory registers were not made available to us for our verification.

Few entries are pending and the duly completed registers shall be kept ready at the soonest possible

11. The Company did not file the following e-forms during the year under review:

a) MGT 14 for the appointment of Company Secretary and Executive Director at the Board meeting held on 14th
November, 2022

b) MR 1 was not filed the appointment of Executive Director at the Board meeting held on 14th November, 2022.

c) SH 7 for increase of authorized share capital from Rs. 8 crores to Rs. 25 crores at the Extra-ordinary General

Meeting held on 30th December, 2022.

d) MGT 14 for approval of the financial statements and report of Directors for the year ended 31 st March 2022.

e) MGT 14 for the appointment of Secretarial Auditors at the Board meeting held on 11 th August, 2023 for the

financial year ended 31 st March, 2023.

The aforesaid forms shall be filed and complied in due course except for SH-7 for which the
management were not prepared to file for the increase and for renewal of authority has been placed in
the forthcoming AGM

12. The Company did not maintain the Structured Digital Database as mandated under Regulations 3(5) and 3(6) of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 during the year under review.

The SDD software procurement is about to be commissioned and the compliance for the same shall be taken care

13. We find from the records that there has been a gap of more than one hundred and twenty days between two board meetings
held on 22 nd January, 2022 and 30th May, 2022 which is in violation of Section 173 of the Companies Act, 2013.

Due to non availability of the Directors , it was not able to schedule a meeting within the statutory timeline . We
shall take appropriate steps to comply the same in future

14. We report that the Company has not made disclosures to the Registrar of Companies, Chennai in respect of shareholding held
by M/S. Corpwis Advisors Private Limited in the capital of the Company, pursuant to Section 90 of the Companies Act, 2013
read with the relevant rules made thereunder.

The Company shall take adequate steps to comply the same

15. We find from the records that the Company has invested/ sold its investments held in shares during the year under review.
We are not able to comment on the purchase / sale of investments, as the minutes of the Board meeting / share certificates /
demat account details were not made available to us for our verification.

The Company shall take adequate steps to comply the same

16. We observe from the records that the Company falls under the definition of Non-Banking Financial Company , s per the
circular DNBS (I''D) C.C. No. 79 / 03.05.002/ 2006-07 dated September 21, 2006 and amendment to NBFC regulations -
Certificate of Registration (COR) issued under Section 45-1A of the RBI Act, 1934 â Continuation of business ofNBFI -
Submission of Statutory Auditors Certificate - Clarification No. RBI/2006-07/158 DNBS (PD) C.C. No. 81/03 05.002/2006-
07 dated 19th October, 2006.

During the current year , the Company has ventured into Media and Entertainment industry and so there has not
been any intent for becoming an Investment Company .

17. We were informed that the shareholdings held by the promoters in the capital of the company have been frozen by the Bombay
Stock Exchange Limited due to non-compliance of certain SEBI regulations. However, respective records relating to the same
were not provided to us for our verification.

Once the waiver of penalties are processed by the BSE , the promoters account shall be made active.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

e. Internal Financial Control

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, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

f. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This
framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s
competitive advantage. The business risk framework defines the riskmanagement approach across the enterprise at various
levels including documentation and reporting. The framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company
has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the
Company is available on our website www.trivikrama.com.

g. Vigil Mechanism:

The Company has established a mechanism for Director''s and Employee''s to report their concerns relating to fraud,
malpractice or any other activity or event which is against the interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behave
our, act or suspected fraud or violation of the Company''s Code of Conduct Policy. No Employee has been denied
access to the Audit Committee. The Whistle Blower Policy is available on our website www.trivikrama.com.

5. Statement on Material Subsidiary:

The Company throughout the FY 2022-23 had only one Subsidiary Company i.e., M/s. CKM Homecare Solutions Private Limited.

During the FY 2022-23, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with Section
129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company with that of its
subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement
of our subsidiaries in the prescribed format AOC-1 is appended as Annexure VI to the Board''s report. The statement also
provides the details of performance,financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial
statements and related information of the Company and audited accounts of our subsidiary, are available on our website
www.trivikrama.com.These documents will also be available for inspection during business hours at our registered office in
Chennai, India.

The Policy on Identification of Material Subsidiaries is available on our website www.trivikrama.com.

6. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a
turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year arerequired to constitute a CSR
committee and hence our Company do not meet the criteria as mentioned above, the Company has not constituted any

Corporate Social Responsibility Committee; and has not developed and/or implemented any Corporate Social Responsibility
initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings
and outgo:(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the
consumption of energy at all levels. The Company has taken steps to conserve energy inits office use, consequent
to which energy consumption had been minimized. No additional Proposals/ Investments were made to
conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of
measures on cost of production of goods, total energy consumption etc., are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is requiredto be furnished
under this heading. The Company will adopt necessary technology as and when required in the furtherance of
the business.

7. Others:a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published on the website of the
Company which can be accessed through the following link http://zinema.co.in/investorrelation.aspx

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and Company''s operations in future.

c. 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 requirement of the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual,
temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of CompanySecretaries of
India.

e. Soliciting Shareholder''s Information:

This is to inform you that the company is in the process of up dation of records of the shareholders in orderto reduce the
physical documentation as far as possible

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC
information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records.

Further, in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 and the corresponding
amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July, 2018 have requested all the listed companies to
comply with the procedures mentioned in the Circulars. To achieve this, we solicit your co-operation in providing the
following details to us;

y If you are holding the shares in dematerialized form you may update all your records with yourDepository
Participant (DP).

y If you are holding shares in physical form, you may provide the following:

> Folio No.

> Name

> Pan No.

> E-mail ID

y Telephone No.
y Specimen Signatures (3 in Nos.)

f. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08^th June, 2018 the shares of the Company
can be transferred only in dematerialised form w.e.f. December 05, 2018 and thus with a view to facilitate seamless transfer
of shares in future and as advised by the Stock Exchanges, the shareholders holding shares in physical form are to be
advised to dematerialise their shareholding in the Company.

g. Issue of Equity Share Capital:

During the Financial year under review the Company has not made any further issue of shares and the share capital
remains same as at the end of previous year.

h. Utilization of the Proceeds from IPO:

Issue Open	July 25, 2014 - July 30, 2015
Issue Type	Fixed Price Issue IPO
Issue Size	33,12,000 Equity Shares of Rs. 10 each
Issue Size	Rs. 496.80 Lacs
Face value	Rs. 10 per Equity Share
Issue Price	Rs. 15 per Equity Share
Market Lot	8,000 Equity Shares
Listing at	BSE-SME

The Object for which the funds were raised by the Company by way of IPO is as follows;

i. Brand Building

ii. Meeting Additional Working Capital Requirements

iii. Meeting Public Issue Expenses

IPO Proceeds and Net Proceeds :
Particulars	Amount (in lacs)
Issue Proceeds	496.80
Less : Issue Related Expenses	53.23
Net Proceeds	443.57

Particulars	FY 2022-23	FY 2021-22
Particulars	Amount (Rs. in Lacs)	Amount (Rs. in Lacs)
Brand Building		60.05
Additional working capital requirements		383.52

1. Other Disclosures:

Your directors state that no disclosure or reporting is required in respect to the following items as therewere no
transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

8. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels because without
their hard work, and support, your company''s achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

Sd/- Sd/-

BASKARAN SATHYA PRAKASH ^{SADASIVAM ANBAZHAGAN}

Date :07.09.2023 (DIN: 01786634) (DIN: 08965772)

Place : Chennai Managing Director Director

Mar 31, 2015

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2015.

1. Results of our Operations:

The Company's Standalone financial performance for the year ended 31st March, 2015 is summarized below;

Rs. in Lacs

Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 26.12 92.03

Other Income 32.27 1.16

Total Income 58.39 93.19

Total Expenses 52.87 88.50

Profit Before Tax & Extraordinary Items 5.52 4.69

Tax Expense

- Current Tax 2.27 0.89

- Deferred Tax (0.72) 2.35

- Mat Credit Entitlement 0.27 (0.27)

Net Profit for the Year 3.70 1.72

The Company's consolidated financial performance for the year ended 31st March, 2015 is summarized below;

Rs. in Lacs

Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 26.12 92.03

Other Income 32.97 1.66

Total Income 59.10 93.69

Total Expenses 53.83 88.88

Profit Before Tax & Extraordinary Items 5.27 4.82

Tax Expense

- Current Tax 2.28 0.93

- Deferred Tax (0.72) 2.35

- Mat Credit Entitlement 0.27 (0.27)

Net Profit for the Year 3.44 1.81

a. Review of operations and affairs of the Company:

Standalone:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 10.40 lacs as compared to previous year Rs. 16.07 lacs. The net profit for the year under review has been Rs.3.70 lacs as compared to the previous year net profit Rs. 1.72 lacs. Your Directors are continuously looking for avenues for future growth of the Company in Commercial Trading & Distribution Industry.

Consolidated:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 10.15 lacs as compared to previous year Rs. 16.20 lacs. The net profit for the year under review has been Rs.3.44 lacs as compared to the previous year net profit Rs. 1.81 lacs. Your Directors are continuously looking for avenues for future growth of the Company in Commercial Trading & Distribution Industry.

b. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

The entire net profit of the company for the FY 2014-2015 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Further it is informed that the Company has neither given any guarantees nor provided any security during the Financial Year under review.

f. Particulars of contracts or arrangements made with related parties:

The company has not entered in to any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. The Policy on Related Party Transaction is available on our website www.carewellindustriesltd.com.

g. Variation in market Capitalization:

The Company during the financial year 2014-2015 came out with Initial Public Offer at the BSE SME Platform; subsequently the post issue Equity Share Capital of the Company was listed and admitted to dealing at BSE Limited- SME segment w.e.f., 12th August, 2014.

In view of the same, the variation in the market Capitalization is not calculated, but the position of the same as on 31st March, 2015 is provided hereunder;

Particulars As at 31st March, 2015

Market Value per share Rs. 6.79

No. of Shares 71,14,500

Market Capitalization 4,83,07,455

EPS (Standalone) 0.06

Price earnings ratio 113.17

Percentage increase/decrease in the Market Price of 54.73% the Shares in comparison with the last IPO (1)

The IPO of the company in the FY 2014-2015 was brought out at a rate Rs. 15/- per share (Face Value Rs. 10/- Per Share and Premium Rs. 5/- Per Share)

h. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges, is appended as Annexure I to this report.

i. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

j. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Carewell Industries Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

* Mr. Kesavan Suresh Kumar (DIN:06805795) was the Executive Director of the Company from 05th February, 2014 till 31st May, 2015.

* Mr. Baskaran Sathya Prakash (DIN:01786634) is the Managing Director of the Company w.e.f., 01st June, 2015 till the date of this Report.

ii. Company Secretary:

* Ms. Megha Agarwal was functioning as the Company Secretary of the Company till, 06th December, 2014. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer:

* Mr. M. Suguna has been appointed as the CFO of the Company w.e.f., 15th May, 2014.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Carewell Industries Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 52 of the Listing Agreement is appended as Annexure III to this report.

a. Auditors' certificate on corporate governance:

As required by Clause 52 of the Listing Agreement, the auditors' certificate on corporate governance is appended as Annexure IV to this report.

b. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

* Ms. Megha Agarwal was functioning as the Company Secretary cum Compliance Officer of the Company till, 06th December, 2014

* Subsequently Mr. Kesavan Suresh Kumar (DIN: 06805795), Executive Director of the Company was appointed as the Compliance Officer of the Company at the Board Meeting held on 06th December, 2014.

* Mr. Kesavan Suresh Kumar (DIN: 06805795), Executive Director of the Company resigned from the Directorship of the Company with effect from 31st May, 2015, thus also vacating the position of Compliance Officer.

* Mr. Baskaran Sathya Prakash (DIN: 01786634) was appointed as the Managing Director of the Company with effect from 01st June, 2015 at the Board meeting held on 30thMay, 2015, further at the same meeting he was also appointed as the Compliance Officer of the Company with effect from 1st June, 2015

* The Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

c. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Board of Directors of the Company at the Meeting held on 15th May, 2014 approved the following;

a. Appointment of Mr. Balaji (DIN: 05276267) as the Additional Director cum Independent Director w.e.f., 15th May, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation of Mr. Sundaram Sankaranarayanan (DIN: 00975329), from the Directorship of the Company with effect from 10th May, 2014.

(ii) The Shareholders at the Annual General Meeting of the Company held on 05th August, 2014 approved the following;

a. Re-appointment of Mrs. Rathinamala (DIN: 02711992), Director who retied by rotation at the Annual General Meeting.

b. Regularization and Appointment of Mr. Kesavan Suresh Kumar as Executive Director of the company for a period from 05th February, 2014 to 04th February, 2017

c. Regularization and Appointment of Mr. Murari Lal Kanodia (DIN: 05353299), as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

d. Regularization and Appointment of Mr. Balaji (DIN:05276267) as Independent Director of the Company to hold office for five consecutive years, for a term upto 14th May, 2019

(iii) The Board of Directors of the Company at the Meeting held on 30th May, 2015 approved the following;

a. Appointment of Mr. Baskaran Sathya Prakash (DIN: 01786634), as the Additional Director w.e.f., 30th May, 2015 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Taking on record the resignation tender by Mr. Kesavan Suresh Kumar (DIN:06805795), Executive Director of the Company expressing his inability to continue as Executive Director of the Company and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 31st May, 2015.

c. Appointment of Mr. BaskaranSathya Prakash (DIN: 01786634), as the Managing Director of the Company for a period of three years with effect from 01st June, 2015 to 31st May, 2018 subject to the approval of the shareholders of the Company.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Mr. BaskaranSathya Prakash (DIN: 01786634) be regularized as the Director of the Company and further his appointment as Managing Director of the company for a period Three years with effect from 01st June, 2015 till 31st May, 2018 be approved by the shareholders of the Company.

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.carewellindustriesltd.com.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 2014-2015, 10 (Ten) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on the date of this report, the Board consists of 4 Members, 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director and the 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure V to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement.

h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Program for Independent Directors is available on our website www.carewellindustriesltd.com.

i. Board's Committees:

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All Committees are appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided under the Corporate Governance report which forms part of this Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Name of the Company Member Position in the Committee

Mr. Balaji Chairman

Audit Committee Mr. Murari Lal Kanodia Member

Mr. Baskaran Sathya Prakash Member

Mr. Balaji Chairman

Nomination and Mr. Murari Lal Kanodia Member

Remuneration Committee Mrs. Rathinamala Member

Mr. Balaji Chairman

Stakeholders Relationship Mr. Murari Lal Kanodia Member

Committee Mr. Baskaran Sathya Prakash Member

j. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

Your Directors takes immense pleasure in informing you that, the Initial Public Offer as brought out by the Company during the FY 2014-2015 was successful and consequently the post issue Equity Shares of your Company were listed and admitted for dealing at BSE SME Platform w.e.f 12th August, 2014. The Scrip Code for the Script of your Company at BSE is "538579"

Your Company paid the Listing Fees to the Exchange for the year 2014-15 as well as 2015-16 in terms of listing agreement entered with the said Stock Exchange.

l. Utilization of the Proceeds from IPO:

The Object for which the funds were raised by the Company by way of IPO is as follow;

i. Brand Building

ii. Meeting Additional Working Capital Requirements

iii. Meeting Public Issue Expenses

The other Objects of the Issue also include creating a public trading market for the Equity Shares of our Company by listing them on BSE. We believe that the listing of our Equity Shares will enhance our visibility and brand name and enable us to avail of future growth opportunities.

The estimated cost of Brand Building was Rs. 208.28 lacs, out of which the Company has utilized Rs. 49 lacs towards the Brand Building. Further the requirement of working capital was estimated at Rs. 240.00 lacs and out of which the Company has utilized Rs. 80.00 lacs towards advances for materials and Rs. 44.57 for the purchase of shares. Further the Company has instead of keeping the funds ideal, has employed the balance funds for timing being in Loan and Fixed Deposits for negating the diminution in the value of money.

The Details of the IPO and the Proceeds and its Utilization is as follow;

Issue Open July 25, 2014 - July 30, 2015

Issue Type Fixed Price Issue IPO

Issue Size 33,12,000 Equity Shares of Rs. 10 each

Issue Size Rs. 496.80 Lacs

Face value Rs. 10 per Equity Share

Issue Price Rs. 15 per Equity Share

Market Lot 8,000 Equity Shares

Listing at BSE - SME

IPO Proceeds and Net Proceeds :

Particulars Amount (in lacs)

Issue Proceeds 496.80

Less : Issue Related Expenses 53.23

Net Proceeds 443.57

Utilization of the Net Proceeds Amount in Lacs

Particulars 2014-2015

Brand Building 49.00

Advances for Materials 80.00

Advance for Purchase of Shares 44.57

Interest Bearing Loans 230.00

F.D. with Bank 40.00

m. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013:

(i) Elements of remuneration Package of all the Director:

The details with regards to the remuneration Package of Director(s) is provided in "Point No. VI" of the Extract of Annual Return in the prescribed format prepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and appended as Annexure VI to this report.

(ii) Details of Fixed Component and Performance linked incentives along with the performance criteria:

The Company currently pays remuneration to only the Executive Director. The Company does not pay any remuneration by whatever name so called to its Non- Executive Director. Currently the entire remuneration being paid to the Executive Director contains only Fixed Component.

(iii) Service Contract, Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with the Mr. Baskaran Sathya Prakash, Managing Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.

(iv) Stock Options, if any:

The Company currently do not have any stock option scheme for its Employees or Directors.

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 05th August, 2014, M/s. N. Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E), were appointed as statutory auditors of the Company from the conclusion of the 30th Annual General Meeting of the Company held on 05th August, 2014 till the conclusion of the 34th Annual General Meeting to be held in the year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. N. Kanodia & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditors:

Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014- 2015 is appended as Annexure VII to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors' report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

The Auditors' report does not contain any qualifications, reservations or adverse remarks.

d. Internal Financial Control

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, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.carewellindustriesltd.com.

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors' report. The Whistle Blower Policy is available on our website www.carewellindustriesltd.com.

g. Statement on Material Subsidiary:

The Company throughout the FY 2014-2015 had only one Subsidiary Company i.e., M/s. CKM Homecare Solutions Private Limited.

Our Subsidiary Company, CKM Homecare Solutions Private Limited, purchased the trade mark "ROOSTER" from Sun-Up Botanics Private Limited, Mumbai vide Deed of Assignment dated July 21, 2011. An application was made to the Registrar of Trademarks for entering the name of CKM Homecare Solutions Private Limited in the Register of Trade Marks as proprietor of the trademark "ROOSTER". Currently, CKM Homecare Solutions Private Limited is the proprietor of the trade mark "ROOSTER" bearing no. 365452 in respect of "Insect Repellent Preparations" included in Class 5. The registration is valid upto August 28, 2018.

During the FY 2014-2015, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company with that of its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure VIII to the Board's report. The statement also provides the details of performance, financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of our subsidiary, are available on our website www.carewellindustriesltd.com. These documents will also be available for inspection during business hours at our registered office in Chennai, India.

The Policy on Identification of Material Subsidiaries is available on our website www.carewellindustriesltd.com.

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VI to this Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

c. 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 requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For CAREWELL INDUSTRIES LIMITED

Sd/- Sd/- BASKARAN SATHYA PRAKASH R. RATHINAMALA Date: 31.07. 2015 (DIN: 01786634) (DIN: 02711992) Place: Chennai Managing Director Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 30th Annual report and the Company''s audited accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS:

The Company''s Standalone financial performance for the year ended 31st March, 2014 is summarised below;

Particulars Audited Standalone Audited Standalone Financial Statement Financial Statement for the year ended for the year ended March 31st 2014 March 31st 2013

Revenue from Operations 93.19 107.90

Profit Before Tax & Extraordinary Items 4.69 0.42

Provision for Taxation 3.51 0.41

Profit after Tax 1.72 0.01

Profit brought forward from Previous Year 13.44 13.43

Balance carried forward to next year 15.16 13.44

The Company''s Consolidated financial performance for the year ended 31st March, 2014 is summarised below;

Particulars Audited Consolidated Financial Statement for the year ended March 31st 2014

Revenue from Operations 93.69

Profit Before Tax & Extraordinary Items 4.82

Provision for Taxation 3.01

Profit after Tax 1.81

Profit brought forward from Previous Year 13.43

Balance carried forward to next year 15.24

REVIEW OF OPERATIONS:

During the year under review, the Company individually has earned a profit before Interest, Depreciation & Tax of Rs. 16,06,338/- comparing to previous year Rs. 1,82,754/-. The net profit for the year under review has been Rs.4,68,859/- comparing to the previous year net profit Rs. 41,720/- Your Directors are continuously looking for avenues for future growth of the Company.

During the year under review, your Company has acquired a whole owned subsidiary by the name M/s. CKM Homecare Solutions Private Limited.

The Consolidated Profit before Interest, Depreciation & Tax is Rs. 16,18,982/- and The net profit for the year under review is Rs.4,81,503/-

DIVIDEND:

Your Directors do not recommend any dividend for the year under review retaining the surplus with the company for furthering the growth of the Company.

FIXED DEPOSITS:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under. There are no Public deposits, which are pending repayment.,

COMPANY SECRETARY AND COMPLIANCE DEPARMENT:

Ms. Megha Agarwal, was appointed as the Company Secretary of the Company with effect from 11th March, 2014. The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

DIRECTORS:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

Mr. Kesavan Suresh Kumar (DIN: 06805795), was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 05th February, 2014. Furthermore he was appointed as the Executive Director of the Company at the same Board meeting.

Mr. Murari Lai Kanodia (DIN: 05353299) was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 05th February, 2014.

Mr. S Krishna Rao (DIN: 00479451), Director of the Company resigned from the Directorship of the Company with effect from 28th March, 2014

Mr. Sundaram Sankaranarayanan (DIN: 00975329), Director of the Company resigned from the Directorship of the Company with effect from 10th May, 2014

Mr. Balaji (DIN: 05276267), was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 15th May, 2014.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

Mrs. Rathinamala (DIN: 02711992), who retires by rotation at this Annual General Meeting and being eligible has offered herself for re-appointment.

Mr. Kesavan Suresh Kumar (DIN: 06805795), who was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 05th February, 2014, offers himself to be appointed as Director of the Company. Further in lieu of the appointment as the Executive Director of the Company at the Board meeting held on 05th February, 2014, the same is recommended to the shareholders for approval.

Mr. Murari Lal Kanodia (DIN: 05353299) who was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 05th February, 2014, offers himself to be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

Mr. Balaji (DIN: 05276267) who was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 15th May, 2014, offers himself to be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

AUDITORS:

Auditors M/s. N. Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E) holds the office until the conclusion of the ensuing Annual General Meeting. Your company has received certificate from the Auditors U/s. 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed and that they do not disqualify for re- appointment. In terms of Section 139 of the Companies Act, 2013, M/s. N.Kanodia & Co., Chartered Accountants is proposed to be appointed for a tenure of 4 Annual General Meeting from the conclusion the ensuing 30th Annual General Meeting to the conclusion of the 34th Annual General Meeting(subject to ratification of this appointment at every AGM)

The notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEE:

There are no employees who are paid remuneration in excess under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) ENERGY CONSERVATION:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has not earned or spent any foreign exchange during the year under review.

C) Technology Absorption, Adaptation and Innovation, Research and Development:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI/BSE and other authorities. The Company has also implemented several best corporate governance practices as prevalent globally.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on going concern'' basis.

INITIAL PUBLIC OFFER:

Yours Directors are pleased to inform you that the Company is in the process of bring out an Initial Public issue of 33,04,000 equity shares of face value of Rs. 10 each ("equity shares") for cash at a price of Rs. 15 per equity share, including a share premium of Rs. 5 per equity share (the "issue price"), of which 1,68,000 equity shares will be reserved for subscription by the Market Makers to the issue. The Issue, less Market Maker reservation portion i.e. issue of 31,36,000 equity shares of face value of Rs. 10 each for cash at a price of Rs. 15 per equity share, is hereinafter referred to as the "Net Issue".

> 50% of the Net Issue, i.e., 15,68,000 Equity Shares is reserved for Retail Individuals Investors .

- The lot size per application for Retail Individual Investors is 8,000 Equity Shares amounting to Rs. 1,20,000/-

> Other 50% of the Net Issue, i.e., 15,68,000 Equity Shares is reserved from QIB(s), Nil, HNI, others.

- Applicable to investors applying for a value above 2,00,000/-

RELATED PARTY TRANSACTION:

The Company during the year under review has not entered in to any other related party transactions other than the following;

1. Investments in to the shares of M/s. CKM Homecare Solutions Private Limited (Whole owned subsidiary) and

2. Payments to Directors.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For ONE SOURCE TECHMEDIA LIMITED

Date: 11th July, 2014 KESAVAN SURESH KUMAR RATHINAMALA Place: Chennai Executive Director Director

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