Directors Report of Colab Platforms Ltd.

Mar 31, 2024

The Board present the Integrated Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31^st March 2024 together with the Auditors Reports thereon.

1. Financial Results:

The summarised financial results are highlighted as under:

(amt in T aVhc^

Particulars	31st March 2024	31st March 2023
Revenue from operations	158.52	149.61
Other Income	67.03	0.60
Total Income	225.55	150.21
(-) Total Expenses	47.62	35.57
Profit/(Loss) before Exceptional Item and Tax	177.92	114.64
(-) Exceptional Items	-	-
Profit/(Loss) before Tax	177.92	114.64
(-) Tax Expenses	(0.72)	29.81
Profit/(Loss) after Tax	178.87	84.83
EPS	0.88	0.42

2. Company''s Performance:

The Total Revenue for FY 2023 - 24 and FY 2022 - 23 stands at Rs. 225.55 lakhs and Rs. 150.21 Lakhs respectively. The Profit after Tax for FY 202324 was Rs. 178.87 Lakhs as compared to previous years revenue of Rs. 84.83 Lakhs. Earing per share has been increased from 0.42 paisa to 0.88 paisa for the year under review.

Overall performance of the company indicates financial growth for upcoming years.

3. Share Capital:

During the period under review, the face value of equity share of the Company had been sub-divided from Rs. 10/- (Rupees Ten only) to Rs. 02/-(Rupees Two only) per equity share. Authorised share capital has been increased from Rs. 16,00,00,000/ - (Rupees Sixteen Crores only) to Rs. 45,00,00,000/- (Rupees Forty-Five Crores only). Paid-up share capital is increase from Rs. 10,20,00,000/- (Rupees Ten Crore Twenty Lakh only) to Rs. 20,40,00,000/- (Rupees Twenty Crore Forty Lakh only).

4. Change in the nature of Business:

Your Company is a tech-based company carrying business of Information Technology and related ancillary services. There was no change in nature of business during the period under review.

5. Transfer to Reserves and surplus:

After all the appropriations and adjustments, the closing balance of retained earnings for FY 2023-24 stands at Rs. 53.79 Lakhs.

6. Dividend:

Your directors do not recommend any dividend for FY 2023-24.

7. Bonus Issue:

During the period under review, on 20^th March 2024, the Company made allotment of Bonus Issue in ratio of 1:1 i.e. 01 (One) equity share for every 01 (One) equity share held.

8. Annual Return:

Annual Return in form MGT 9 is enclosed along with this report as Annexure - 1.

9. Subsidiary/Associates/Joint Ventures:

The Company does not have any Subsidiary, Associates or Joint Venture. Therefore, there is no instance of payment of remuneration or commission to MD or WTD from any of its subsidiaries.

10. Significant and Material Orders passed by the Regulators/Couri/ Tribunal:

During the year under review, no significant and/or material orders were passed by the Regulators, SEBI, Stock Exchanges, Court or Tribunals which impacts the company''s ongoing or future operation.

11. Material changes and commitment, if any affecting the financial position of the Company:

There was no change in the nature of business during the FY 2023-24. During the period ending from FY 2023-24 till date of this report, there is no instance of any material changes or commitments which can impact the financial position of the Company.

12. Auditors:

a. Statutory auditor:

M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) were appointed as a Statutory Auditor of the Company during the last AGM held on 30^th September 2023 for the period of Four year. This is their 2^nd term which will expire in the year 2027.

b. Secretarial Auditor:

M/s. Prachi Bansal & Associates, Practicing Company Secretary (COP: 23670) were appointed as a Secretarial Auditor of the Company for FY 2023-24. Secretarial Compliance Report and Secretarial Audit Report issued by them are enclosed herewith as annexure - 2 and annexure - 3 respectively.

c. Internal Auditor:

M/s. KSGC & Associates, Practicing Chartered Accountants (FRN: 021829C) were appointed as an Internal Auditor of the Company for FY 2023-24.

d. Cost Records and Cost Auditors:

As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to the Company.

13. Directors and KMPs:

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI LODR. Details of Directors and KMPs during the FY 2023 - 24 are as follows:

Name	DIN/PAN	Designation	Date of Appointment	Date of Resignation
Mukesh Jadhav	09539015	Non-executive Director	10th October 2023	-
Puneet Singh Chandhok	01546843	Managing Director	07th May 2024	-
Amardeep Singh	02136503	Executive Director	25th June 2024	-
Latesh Poojary	10414863	Non-executive Director	05th December 2023	-
Rohit Singh	10455367	Independent Director	24th January 2024	-
Anupriya Sharma	10477666	Independent Director	24th January 2024	-
Sanjay Gangurde	10415085	Executive Director	05th December 2023	07th May 2023
Motibhai Rabari	08573080	Managing Director	01st January 2021	24th January 2024
Udaybhai Patel	08068806	Independent Director	29th January 2021	24th January 2024
Chandni Solanki	08705082	Independent Director	01st March 2020	24th January 2024
Kalpesh Medhekar	09519789	Executive Director	25th February 2022	05th December 2023
Subhash Nagam	09526544	Non-executive Director	03rd March 2022	05th December 2023
Richard Desouza	-	Chief Executive Officer	24th January 2024	17th June 2024
Motibhai Rabari	-	Chief Financial Officer	26th September 2019	28th March 2024
Chetan Shah	-	Chief Financial Officer	28th March 2024	-
Deepika Undhad	-	Company Secretary	21st April 2022	-

14. Directors Responsibility Statements:

Pursuant to Section 134(5) of the Act and to the best of its knowledge & ability, the Board hereby confirm that -

• In the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures from the same;

• They have selected such accounting policies and applied them consistently. They have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY and of profit of the Company for that period;

• They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• They have prepared the annual accounts on a going concern basis;

• They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Details of Board Meetings:

During the year under review, the Board met 11 (Eleven) times i.e. on 29^th May 2023, 10^th August 2023, 05^th September 2023, 10^th October 2023, 23^rd October 2023, 04^th November 2023, 05^th December 2023, 19^th January 2024, 24^th January 2024, 20^th March 2024 and 28^th March 2024. Further details related to Meetings of the Board are mentioned in the CGR forming part of this Integrated Annual Report.

16. Boards Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI LODR. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

17. Committee Details:

To comply with the Act and SEBI LODR, three mandatory committees are formed by the Board viz Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee. The Board undertake to form other committees as per the provisions of the Act and SEBI LODR as and when become applicable. Details of the Committees are mentioned in CGR forming part of this Integrated Annual Report.

18. Managerial Remuneration and Particular of Employees:

The information pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details related to the remuneration of Directors, KMPs and Employees are enclosed herewith in Annexure - 4.

19. Policy on Directors appointment, Remuneration and other details:

The company''s policy on appointment of directors and other related details are available on the website of the company.

20. Particulars of contracts or arrangements with Related Parties:

There were no material related party transactions during the year under review. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company. Prior omnibus approval of the Audit Committee is obtained at the beginning of a financial year for the planed or foreseeable transactions.

The Company has formulated a policy for dealing with related party transactions which is available on website of the Company. The details of the RPTs as per Ind AS - 24 on Related Party Disclosures are set out in Notes to the financial statements forming part of this Annual Report.

21. Corporate Social Responsibility:

Provisions of section 135 of the act are not applicable to your company during the period under review.

22. Human Resource, Health & Safety:

The Company considers its Human Resources Development a critical factor to its success and continuously focuses on its development with various people initiatives. We strive to encourage diversity in workforce and believe in building the career of our employees through focused interventions.

Your company gives paramount importance to safety, security and wellbeing of its human resources and maintains highest standards of health and safety in all aspects.

23. Internal Financial Control and adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 5 forming part of the report.

25. Vigil Mechanism:

A vigil mechanism has been implemented through the adoption of Whistle blower Policy with an objective to enable any employees or director to raise genuine concern or report that may constitute the Instances of corporate fraud, unethical conduct, a violation of Central or State laws/rules/regulations and/or any other regulatory or judicial directives. It also provides safeguards against victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit Committee.

The vigil mechanism acts as per the provisions mentioned under section 177 (9) & (10) of the Act and Regulation 22 of the SEBI LODR.

26. Prevention of Insider Trading:

The Company takes efficient measure for prevention of Insider Trading. Trading Window for dealing in company''s securities by Directors, KMPs, Designated Employees and their immediate relatives closes on beginning of every quarter as per the norms of SEBI PIT Regulations.

27. Particulars of loans, guarantees and investments:

During the year under review, the Company has not given any loans or guarantees to any person. Further, the Company does not have any investment falling within the preview of Section 186 of the Act.

28. Management Discussion & analysis Report:

Management Discussion and analysis report form separate part of this report enclosed as Annexure - 6.

29. Report on Corporate Governance and certificate thereon:

The report on the Corporate Governance as stipulated in regulation 34 read with Schedule V of the SEBI LODR, 2015 is enclosed with this Report as Annexure - 7 along with certificate received from Practicing Company Secretary thereon.

30. Deposits:

The Company has not accepted any deposit from public and as such no amount of principal or interest on deposit from public was outstanding during the year under review.

31. Secretarial Standards:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Institute of Company Secretaries of India.

32. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

No amount of unclaimed dividend has been transferred to Investor Education and Protection Fund.

33. Employee Stock Option Scheme:

The Company has introduced Colab Cloud - Employee Stock Options Plan 2024 ("ESOP 2024") for the eligible employees of the Company and its future subsidiary, if any. The ESOP 2024 was approved by the Board of Directors on 01^st July 2024 and subsequently by the members of the Company through Postal Ballot on 05^th August 2024. The Company is under process to get necessary approvals from the Stock Exchange.

34. Other Disclosures and Reporting:

The Board states that there is no disclosure or reporting is required in respect of following agenda items:

• Issue of shares with differential voting rights, dividend rights or otherwise as no such shares were issued;

• Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given

by the Company pursuant to provisions of section 67(3)(c) of the Act;

• Details in respect of frauds reported by Auditors under section 143(12) other than those which are reportable to the Central Government, as there was no such instance of frauds;

• Reporting on Corporate Social Responsibility under section 135(1) of the Act;

• The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

35. Acknowledgements:

Your directors take this opportunity to thank company''s employees, customers, service providers, banks and all other individual directly or indirectly associated with the company for their continuous support. The Directors express deep and sincere gratitude to all the stakeholders of the Company.

Place: New Delhi By the order of the Board

Date: 02^nd September 2024 For Colab Cloud Platforms Limited

Registered Office: Sd/- Sd/-

125, 2^nd Floor, Shahpur Jat, New Delhi, Delhi - 110049, India. Mukesh Jadhav Puneet Singh Chandhok

Tel: [phone] Chairman Managing Director

E-mail: [email protected] DIN: 09539015 DIN: 01546843

Website: www.colabcloud.in

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Mar 31, 2023

The directors are pleased to present the 34^th Annual Report together with the Audited financial statement for the financial year ended as on 31^st March 2023.

1. FINANCIAL INFORMATION:

(Amount in thousands.)
Particulars	2022-23	2021-22
Revenue from Operations and Other Income	15,020.96	2,814.22
Expenses	3,556.98	1,003.91
Profit (Loss) before Exceptional and Extra Ordinary Items and Tax	11,463.98	1,810.31
Less: Exceptional Items	-	-
Less: Extra Ordinary Items	-	-
Profit before Tax	11,463.98	1,810.31
Less: Current Tax	2,980.63	392.19
Less: Deferred Tax Liability	-	-
Profit after Taxation	8,483.34	1,418.12

2. OPERATIONS:

During the year under review, revenue from operations and other income stands at Rs. 15,020.96/- thousands as compared to Rs. 2,814.22/- thousands for previous year. Profit before tax stands at Rs. 11,463.98/- thousands as compared to Rs. 1,810.31/- in previous year. Profit after tax stands at Rs. 8,483.34/- thousands as compared to Rs. 1,418.12/-thousands in previous year.

3. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2022-2023.

4. TRANSFER TO RESERVES:

The Company did not transfer any amount to Reserves during the year under consideration.

5. SHARE CAPITAL:Authorized share capital:

As on 31^st March 2023 Authorised Share Capital of the Company is Rs.16,00,00,000/-(Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakh) equity shares having Face value of Rs.10/- (Rupees Ten only) each.

Paid up share capital:

As on 31^st March 2023 Paid up share capital of the company is Rs.10,20,00,000/ - (Rupees Ten Crore Twenty Lakhs Only) divided into 1,02,00,000 (One Crore Two Lakh) equity shares having Face value of Rs.10/- (Rupees Ten Only) each.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

There were no Related Party Transactions during the financial year under review. Generally, all related party transactions are into at an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions entered into by the Company are provided in Form AOC - 2 given as "Annexure - 1" of Board''s Report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure under the provisions of section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure - 2".

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no Unclaimed Dividend to be transferred to the Investor Education and Protection Fund.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report covering details of Risks and Concerns, Internal Control Systems and their Adequacy, Discussion on Financial Management''s Performance with respect to Operational Performance etc. for the year under review is set out in this Annual Report as "Annexure - 3".

11. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors, based on the representations received from the operational management, confirm in pursuance of section 134 (5) of the Companies Act, 2013 that:

• Your Company has, in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act have been followed an there are no material departures from the same;

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2023 and of the Profit of your company for the financial year ended 31^st March 2023;

• The Directors have taken proper and sufficient care to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a going concern basis;

• The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

• The Directors have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance has not been provided in this Annual report.

13. CORPORATE SOCIAL RESPONSIBILITY:

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company.

14. APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS):

Name	Designation	Date of Appointment/ Change in designation	Date of Cessation
Deepika Undhad	Company Secretary	21/04/2022	-
Kalpesh Medhekar	Director	14/09/2022	-
Subhash Nagam	Director	14/09/2022	-

Details of directors seeking appointment/re-appointment at the forthcoming Annual General Meeting as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Notice conveying the Annual General Meeting and forms the part of this Annual Report.

15. MEETING OF THE BOARD AND DIRECTORS'' DETAILS:

During the year under review, the board of directors met 09 (Nine) times i. e. on 21^st April 2022, 04^th May 2022, 23^rd May 2022, 12^th August 2022, 18^th August 2022, 07^th October 2022, 12^th October 2022, 09^th November 2022 and 10^th February 2023.

Directors'' attendance in Board Meetings held during the financial year and last Annual General Meeting are as under.

Name of director	Number of Board Meetings		Attendance in the last AGM
	Held during the Financial year	Attended during the Financial year
Udaybhai Patel	9	9	Yes
Motibhai Rabari	9	9	Yes
Chandni Solanki	9	9	Yes
Kalpesh Medhekar	9	9	Yes
Subhash Nagam	9	9	Yes

16. DETAILS OF THE COMMITTEES:Audit committee:

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Act. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.

During the year under review, audit committee met 5 (Five) times. Details of composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting dates
		23.05.2022	12.08.2022	18.08.2022	09.11.2022	10.02.2023
Udaybhai Patel	Chairman	V	V	V	V	V
Chandani Solanki	Member	V	V	V	V	V
Motibhai Rabari	Member	V	V	V	V	V

Stakeholders Relationship Committee:

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders Relationship Committee includes the powers as stipulated in LODR read with Section 178 of the Act.

During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting dates
		23.05.2022	12.08.2022	09.11.2022	10.02.2023
Udaybhai Patel	Chairman	V	V	V	V
Chandani Solanki	Member	V	V	V	V
Motibhai Rabari	Member	V	V	V	V

Nomination and remuneration committee:

The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.

During the year under review, Nomination and Remuneration committee met 01 (One) times. Details of composition, committee meetings and attendance of members are as follows:

Name of Director	Nature of Membership	Meeting Date
		21.04.2022
Udaybhai Patel	Chairman	V
Chandani Solanki	Member	V
Subhash Nagam	Member	V

17. REMUNERATION TO DIRECTORS:

The Board of Directors of the Company shall decide the remuneration of Directors on the basis of recommendation from Nomination and Remuneration Committee subject to the overall limits provided under the Act and rules made thereunder, including any amendments, modifications and re-enactments thereto and compliance of related provisions provided therein.

Details of remuneration paid to directors in FY 2022-2023:

Name of the director Designation		Remuneration
NIL
Details of share of the company held by non-executive directors:
Name of the director	No. of equity shares held
NIL

18. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. STATUTORY AUDITOR:

M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) were appointed as Statutory Auditors of the Company for the financial year 2022-2023. The Board hereby proposes appointment of M/s. Rawka & Associates for their 2^nd term of office for the period of 04 (Four) years beginning from the conclusion of ensuing AGM till the conclusion of AGM to be held in the year 2027. The Board has received consent from M/s. Rawka & Associates in this regard.

Resolution for appointment of M/s. Rawka & Associates has been placed before the member for their approval and forms a part of Notice annexed with Annual Report.

20. STATUTORY AUDITORS REPORT:

The Auditors'' Report does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Heena Gulrajani & Associates, Practicing Company Secretary (COP No.: 25423), as its Secretarial Auditors to undertake the Secretarial Audit of the Company for the year ended 31^st March 2023.

22. SECRETARIAL AUDIT REPORT:

The secretarial audit report issued by M/s. Heena Gulrajani & Associates is annexed herewith as "Annexure - 4".

23. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

24. INTERNAL AUDITOR:

M/s. K S G C & Associates, Chartered Accountants were appointed as Internal Auditors for FY 2022-23.

25. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

26. DEPOSITS:

The Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public during the year ended 31^st March 2023. There were no unclaimed or unpaid deposits as on 31^st March 2023.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(2) of the Companies Act, 2013 read with Rules 5(2) and 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the report as "Annexure - 5".

28. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to the report as "Annexure - 6".

29. INTERNAL FINANCIAL CONTROL:

The Board of Directors confirms that your company has laid down set of standard processes and structure which enables to implement internal financial controls across the organization with reference to Financial Statements and that such control is adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiently or inadequacy of such controls.

30. ENVIRONMENT, HEALTH & SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations and committed to health and safety of its employees, contractors and visitors. The Company is conducting operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

31. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

32. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

As per the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism has been implemented through the adoption of Whistle blower Policy with an objective to enable any employees or director, raise genuine concern or report that may constitute: Instances of corporate fraud; unethical conduct; a violation of Central or State laws, rules, regulations and/or any other regulatory or judicial directives. It also provides safeguards against victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit Committee.

33. MEANS OF COMMUNICATION:

We believe that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. Website of the Company serves as a key awareness facility for its entire stakeholder, allowing them to access information at their convenience.

Quarterly, half-yearly and annual financial results of the Company were published in leading English and vernacular language newspaper which are national and local dailies respectively. The financial and other information are filed by the Company on Corporate Filing platforms of BSE Limited.

34. GENERAL SHAREHOLDERS INFORMATION:

Details of last 03 (Three) Annual General Meetings held are as follows:

Particulars	2021-2022	2020-2021	2019-2020
Day & Date	Wednesday, 14th September 2022	Saturday, 18th September 2021	Saturday, 19th September 2020
Time	09.00 A. M.	11.30 A. M.	11.00 A. M.
Venue	125, 2nd Floor, Shahpur Jat, New Delhi, Delhi 110 049	Through Video Conferencing / Other Audio-Visual Means	Through Video Conferencing / Other Audio-Visual Means
Special Resolutions	1. To change name of the company 2. Alteration of memorandum of association of the company 3. Alteration of articles of association of the company 4. Increase in the authorised share capital of the company and consequent amendment to the clause V of memorandum of association (MOA) of the company 5. Issue convertible equity warrants through preferential allotment/ private placement 6. To set limits pursuant to section 186 of the Companies Act, 2013

Postal Ballot:

During the year under review, no resolution has been passed through postal ballot.

35. ACKNOWLEDGEMENT:

The Board of Directors acknowledges and places on record their sincere appreciation to all stakeholders, customers, vendors, banks, Central and State Governments and all other individual directly or indirectly associated with the Company for their continued cooperation and excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company. Your directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.