Bharatiya Global Infomedia Ltd

Dear Shareholders,

Your Directors are happy in presenting the Twenty Ninth Director's Report together with the audited Standalone & Consolidated financial Statements for the year ended 31^st March, 2024.

Financial Results

The Financial results of the Company for the period under review are as summarized below: (Amount in Lakhs)

The Board of Directors hereby state that during the financial year ended on 31^st March, 2024, Total Consolidated Revenue for the fiscal year 2023-24 was Rs. 153.27 Lakhs and Loss before depreciation, Interest and tax are Rs. (140.39) Lakhs and Loss after tax and extraordinary item is Rs. (254.67) Lakhs.

State of Company Affairs:-

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 crores through an Initial Public Offer (IPO) in June-July 2011 by issuing 67, 20,000 equity shares of Rs. 82 on book building basis. The Public issue was oversubscribed by 2.06 times on an overall basis and the Company got successfully listed on both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE).

SEBI Matter:

The penalty imposed on the Company u/s 15HA & 15HB of SEBI Act is Rs. 5 Cr. & 1 Cr. respectively. The Appeal is pending before Supreme Court of India against the order.

The details of the objectives for IPO and its fund deployment status as on 31.03.2024 as below:

Initially the funds have been temporarily deployed as an interim measure to earn interest pending deployment towards object of the issue; out of the total ICD's, the Company has already recalled Rs. 5.75 Crores which has been utilized by the Company as per postal ballot resolution earlier passed by the Shareholders of the. Further, The Company has regularly disclosed its utilization of IPO proceeds to the concerned Stock exchanges(s). The management is aggressively perusing the matter to recover the balance amount at earliest.

Updation of SEBI Matter:-

(a) On 28.12.2011, SEBI passed an Ex- Parte Ad Interim Order debarring the BGIL & Ors. From buying, selling or dealing in the securities market in any manner. The said Ex-Parte Ad Interim Order was passed by SEBI for alleged wrongdoing in the Initial Public Offer (IPO) of the Applicant No. 1 and the subsequent utilization of the said IPO funds. (b) Simultaneously, a parallel proceeding was initiated against the Merchant Banker of BGIL and after preliminary investigation, they were also prohibited from taking up any new assignment or involvement in any new issue of capital including IPO follow-on issue from the securities market in any manner. These directions qua the Applicants and the Merchant Bankers were confirmed by SEBI vide orders dated 21.09.2012 and 5.10.2012. (c) On 6.05.2013, SEBI simultaneously also initiated Adjudicating proceedings against the BGIL under Rule 4(1) of SEBI (Procedure for Holding Inquiry Section 15I of SEBI Act, 1992. Accordingly, a common notice bearing reference no. EAD-2/RG/10755/2013 was issued calling upon to show cause. (d) On 25.9.2013, the BGIL submitted their detailed reply to the SCN issued by the Adjudicating Officer. Major points/submissions made by the Applicants are set out hereunder:

1. In respect to the allegation of non-disclosure of vendor details, it was submitted that in para no. 1 of page 35 of the Prospectus it was clearly stated that “We are also negotiating with several suppliers & the actual supplier may vary from the one mentioned above.” Since the terms offered by the final vendors were much better and cost-effective from the vendors disclosed in the prospectus, the Applicants made advance payments to new vendors for taking advantage of competitive costing. Had the disclosure of these vendors been made in the Prospectus it would not have had any adverse impact on the informed investment decision of any Investor as the Applicant no. 1 had merely changed the vendors without changing the inter se allocation of funds as well as the purchase of equipment and machinery. Further, on para 2 of the same page of the Prospectus, the Applicants had clearly mentioned that “Our Company plans to meet the above expenditure out of the proceeds of this issue. However, pending receipt of the issue proceeds the Applicants might be required to make certain initial payments/deposits with the vendors/suppliers in order to avail the competitive rates quoted by them in their quotations.”

2. It was contended by the Applicants herein that as per Regulation 57 of ICDR Regulations, it is not at all mandatory for a Company to disclose its vendor details. Applicant No. 1 though changed the vendors later on but purchased the same material that was disclosed in the Prospectus and utilized the IPO proceeds as per the objectives of IPO as detailed in the Prospectus.

3. Further, it was also submitted that Regulation 60(4)(a) of ICDR Regulations requires public notice of material developments having material effect on the issuer to be notified by way of public notices in Newspapers in which the issuer had issued pre-issue advertisement under Regulation 47 or 55 of the ICDR Regulations as the case may be. As the change in vendors cannot be regarded as a material development having a material impact on the informed decision of investors at large, the requirements under clause 60(4)(a) did not arise.

4. By changing the vender details, BGIL could save an amount of 10.18% in its investment towards the studio division and further saved 4.69% in its investment towards IT Division.

(e) However, none of these submissions were considered by the Ld. Adjudicating Officer while passing the SEBI AO Order. (f) Adjudicating Officer in para 37 of the SEBI AO Order observed that a part of IPO proceeds i.e. Rs. 10.53 crores had reached two groups of entities viz; GRD Group and Korp Group either directly or indirectly through layers of bank transactions. (g) Ld. Adjudicating Officer while delivering the SEBI AO Order failed to take into account the submissions made by the Applicants vide its replies. (h) Ld. Adjudicating Officer penalized the BGIL & its Directors u/s 15HA and 15HB of the SEBI

Act, 1992 and imposed a penalty of Rs. 15.50 crores without even quantifying the undue gain or advantage. The observation of the Ld. AO and the findings recorded by him in Paragraph no. 69 of his order are self-contradictory. (i) Being aggrieved by the SEBI Order, the BGIL & Directors preferred an appeal before SAT. The Appeal came to be dismissed by SAT vide order dated 25.06.2019 thereby upholding the Order of SEBI AO and confirming the penalty imposed by the Ld. Adjudicating Officer. (j) Being aggrieved of the SAT Order, BGIL & Directors approached Hon'ble Supreme Court of India, however the said Appeal got dismissed in limine vide order dated 16.09.2019 (k) As a Review Application against the Order dated 25th June 2019 of SAT was maintainable in law, the Applicants preferred Review Application before SAT enumerating several grounds requiring consideration. (l) As on date, again the matter is pending before the SAT.

Investment in Inter Corporate Deposit

(m) The SAT has held that the Applicants act of granting loans to the tune of Rs 12.50 Crores to third parties from IPO proceeds (“Inter Corporate Deposits”) without examining the reliability of the borrowers shows that part of the IPO proceeds was not utilized for the purposes as claimed in the DRHP or the Prospectus. The findings in paragraph no. 7 of the SAT Order were made in spite of the fact that the aforesaid loans were granted on the basis of the recommendation of the audit committee and were subsequently ratified by the Board of Directors and shareholders of Applicant No 1, whose interest SEBI is purporting to protect. Said loans were sanctioned in view of the disclosure made in the DRHP, RHP, and Prospectus.

Non-Disclosure of purchase of office space at Kolkata and respective payments made to the sellers in this regard.

1. SAT in paragraph no. 3 of the Order has upheld the findings made in the SEBI Order that the Applicants had not disclosed details with respect to purchase of office space at Kolkata and that the respective payment made to the sellers in this regard.

2. The finding in the Order with respect to recovery of amounts is completely incorrect and factual data provided has not been considered.

Diversion of IPO proceeds to traders

3. SAT vide the Impugned Order has upheld SEBI's findings that a sum of Rs 10.53 Cores of the IPO Proceeds had been diverted by BGIL to two groups namely GRD Group and Korp Group.

4. However, SAT has disregarded the findings made by itself in the matter of Pelf Finstock Ltd. Vs. SEBI, order dated 6.04.2016. SAT had decided all the appeals by entities belonging to the GRD Group and Korp Group and has struck down the findings against them and have remanded the entire issue back to the file of the Learned Adjudicating Officer of SEBI.

5. The findings made by SEBI against GRD Group and Korp Group on this issue have clearly been struck down for the time being and in such a scenario the adverse findings and conclusions drawn against the BGIL can also not be sustained till the issue is once again examined by SEBI at least.

Quantum of Penalty

6. Though the SEBI Order mentions that consideration of factors stipulated in Section 15 J of the SEBI Act 1992 is obligatory to determine the quantum of penalty for alleged violations by the Applicants, however, the said parameters have not been applied while determining the quantum of penalty.

7. While passing the SEBI AO Order, Ld. A O didn't consider the mitigating factor that 99.93% of shareholders of the Applicant No 1 have approved its actions, which shows that the shareholders, whose rights and interest the Respondent seeks to protect are now well informed and have even approved the act and decisions of the management.

(n) SAT vide order dated 23.02.2021 was pleased to dismiss the Review Application thereby observing that

“Having heard the learned counsel for the Applicant at some length we do not find any ground to reconsider our order dated 25^th June, 2019. The Review Application fails and is dismissed. It may however be stated here that against our order, the Appellant had also filed an appeal before the Supreme Court which was dismissed on 16^th September, 2019. Misc. Application no. 674 of 2019 is also disposed of accordingly.”

(o) Being aggrieved by the aforesaid Order, the Applicants preferred Civil Appeal to the Hon'ble Supreme Court of India, however the said Civil Appeal came to be dismissed in limine by the Hon'ble Supreme Court vide order dated 04.03.2022, as the counsel who was supposed to represent the Applicants did not appear before the court. It is evident from the order that the Appeal filed by the Applicants came to be dismissed because of the non-appearance of the counsel of the Applicants. Another reason cited by the Hon'ble Supreme court is that the Appeals against the rejection of the review application alone would not be mainatanable. It is further evident that the Hon'ble Supreme Court has gone on the technicalities as there were no reasons and observations in the orders passed by SAT in the Review Application.

(p) SAT has not discussed the points and submissions of the Applicants rose in the Review Application and have not enumerated its observations on the same.

(q) SAT has not observed anything on the submissions of the Applicants as to which are the points of the Applicants, this Hon'ble tribunal is considering to be not worthy of taking cognizance and as to why.

(r) Hence the BGIL & Directors moved an Misc. Application being Misc. Application No. 716 of 2022 seeking clarification and modification of the order passed by SAT in Review Application.

(s) The Hon'ble SAT heard the Misc. Application on 19.10.2022 and was pleased to dismiss the same vide order dated 19.10.2022 with the following observations.

1. We have heard the learned counsel for the parties. We had dismissed the appeal of the appellants by an order dated June 25, 2019 against which a Civil Appeal was filed by the applicant before the Supreme Court which was dismissed by an order of September 16, 2019. Thereafter, the applicant filed a review application before us which was dismissed by an order dated February 23, 2021. Against the review order the applicant had filed another appeal before the Supreme Court of India which was dismissed on March 4, 2022.

2. Now another application has been filed before this Tribunal seeking clarification / correction of our review order. We are of the opinion that the application is not maintainable and that such application amounts to review of our review order which is not permissible in view of the principles laid down under Order 47 Rule 9 of the Code of Civil Procedure. The application is misconceived and is dismissed summarily.

Remuneration to Directors:-

The board of Directors has passed a resolution for remuneration of Directors/KMPs and any other officer of the Company in case of inadequate/less profits as per the provisions of the Companies Act, 2013 to tender their services.

GST/Income- tax related matters:-

During the period, all the notices received from GST authority/Income Tax authority, Company has replied/ complied with the related authority (ies) timely.

Dividend:-

No dividend is recommended for the year ended March 31, 2024.

Reserves:-

The Board of Directors does not recommend any transfer to reserves for the period under review.

Share Capital:-

There has been no change in the Share Capital of the company.

Public Deposits:-

The Company has not accepted any public deposits u/s 26 of the Companies Act, 2013 during the period under review.

Committees of the Board:

Currently, the Board has the following Committees: A. Audit Committee. B. Nomination and Remuneration Committee. C. Stakeholder Relationship Committee. D. Women Grievance Committee

A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

A. Audit Committee:

All the recommendations made by the Audit Committee during the year were accepted by the Board.

B. Nomination and Remuneration Committee:

The current composition of Nomination and Remuneration Committee is as follows:

C. Stakeholder Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

D. Women Grievance Committee:

The current composition of Women Grievance Committee is as follows:

Board & Committee Meetings:-

The board met 4 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervene gaps between any two meetings was within the period prescribed by the Companies Act, 2013.

The details pertaining to the composition of the Board and that of its committees and such other details as required to be provided under Companies Act, 2013 are included in the Corporate Governance Report, which form part of Annual report.

Secretarial Audit:-

The Board has appointed M/s AKP & Associates, Company Secretaries to conduct Secretarial Audit pursuant to provision of Section 204 of the Companies Act 2013 for the financial year 2023-2024. The report of the Secretarial Auditor is attached as Annesure-I to do this report. Observation made in the Secretarial Auditor's Report are self-explanatory and do not call for any comments.

Declaration of Independent Directors:-

All Independent Directors have given declaration that they meet the criteria of Independence as provided under section 149 of the Companies Act 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015.

Policy on Directors' Appointment/ Remuneration of Directors/Key Managerial Personnel and Other Employees:-

The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring: (i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully; (ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

Statutory Auditors:-

M/s Singh Ray Mishra & Co., Chartered Accountants, (Firm Registration No. 318121E) New Delhi, were being re-appointed as Statutory Auditors of the Company conclusion of this Annual General Meeting (AGM) to the conclusion of next Thirty-FirstAnnual General Meeting. The Company received confirmation that their appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013 and also that they are not otherwise disqualifies within the meeting of Section 141 of the Companies Act, 2013, for such appointment.

The observation made by the Auditors in their report is self explanatory and does not require any clarification.

Management Discussion & Analysis:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report in

Annexure-V.

Particulars of Employees:-

There are no employees whose particulars are required to be given in the terms of provisions of Section 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975.

Corporate Governance:-

Regulation 27 of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 mandates that the Board shall monitor and review the Board Evaluation frame-work. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”).

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 addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Internal Financial Control:-

The Board has adopted the policies and procedures for ensuring the orderly and efficient control 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 timely preparation of reliable financial disclosures.

Vigil Mechanism/Whistle Blower Policy:-

The Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the Bharatiya Global Infomedia Limited's Code of Conduct mechanism, etc. and provides for adequate safeguards against victimization of persons who use such mechanism and also provides direct access to the Chairperson of the Audit Committee. The Vigil Mechanism has been put up on the Company's website.

Conservation of Technology and Absorption:-

Since the Company does not own any manufacturing facility, the provision of Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, are not applicable.

Foreign Exchange Earnings & Outgo:-

The details of Foreign Exchange Earnings and Outflow during the Year under review are as below:

(Amount in Lakh)

Directors' Responsibility Statement:-

Pursuant to the requirement of section 134 (3) (C) of the Companies Act, 2013, and based on the representations received from the operating management, the directors hereby confirm that:

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and Made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. They had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Obligation of Company under the Sexual harassment of Woman at Work Place (Prevention, Prohibition and Redresal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year, no complaints were received by the internal committee.

Ability to maintain operations during lockdown

The Company managed to ensure smooth functioning of critical operations by providing necessary digital infrastructure including laptops / desktops, VPN access, video conferencing tools, etc. to allow employees to operate from home. All on site production remained closed as the Company followed local regulations during the lockdown. The Company resumed its operations as per the directives and permissions of the State Government and other statutory and trade bodies, complying with the advisories issued by concerned authorities and following all health and safety measures. Corporate offices were opened as per the directions received from the concerned authorities and were operating at 50% capacity.

Explanation or Comments on Qualification etc., by Auditors and Company Secretary in Practice:-

There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors' Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Annual Evaluation by the Board:-

On the recommendation of the Nomination and Remuneration Committee, the Board has finalized the Evaluation Process to evaluate the entire Board, Committees, Executive Directors and Non-Executive Directors. The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors. In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

Details of Directors/Key Managerial Personnel:-

Mr. Rohit Kaushik has reappointed as Non Executive Independent Director of the Company & Mr. Bibhashnath Mukharjee is appointed as Non-Executive Independent Director on 07^th September, 2024, except this, no change in Key Managerial Personnel during the year.

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

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

Details of Significant & Material Orders:-

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

Consolidated Financial Statements:-

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary company, which is forming part of the Annual Report. Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in form AOC-1 containing salient features of the financial statements of the subsidiary company is attached as Annexure-III.

Disclosure under Section 197 (12) and Rule 5 (1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014:-

The requisite details containing the names and other 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 Managerial Personnel) Rules, 2014 is appended as Annexure IV (a).

Disclosure under Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV (b).

Transactions with Related Parties pursuant to Section 188 of the Companies Act, 2013:-

The Company has adopted a Framework on Related Party Transactions (“RPT”) for the purpose of identification and monitoring of RPTs. Details of material contracts or arrangements or transactions with Related Parties on an arm's length basis with respect to transactions covered under Section 188 (1) of the Act and the applicable Rules framed there under, in the prescribed Form No. AOC-2 is given in Annexure II. Further, details of Related Party Transactions as required to be disclosed by Accounting Standard 18 on “Related Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements. During the year, the Company has not entered into any transaction with Related Parties which are not in its ordinary course of business or not on an arm's length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

Share Capital & Listing of Securities:-

During the financial year under review, the Company has not issued:

any equity shares with differential rights as to dividend, voting or otherwise; any shares to its employees under the Employees Stock Option Scheme; any Sweat Equity Shares

Internal Financial Controls:-

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal control system including internal financial controls.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year, no complaints were received by the internal committee.

EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors' Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES

The Company does not cross the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility, hence CSR is not applicable to the Company.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

SUSPENSION OF TRADING

During the year under review and until the date of the Report, the following securities of your company were suspended from trading for the reasons mentioned as under: Suspended due to nonpayment of ALF.

SUBSIDIARIES/ ASSOCIATES OR JOINT VENTURES

During the period under review, no Company has become or ceased to be Subsidiary, Associates or Joint Venture of the Company.

ANNUAL EVALUATION BY THE BOARD:

On the recommendation of the Nomination and Remuneration Committee, the Board has finalized the Evaluation Process to evaluate the entire Board, Committees, Executive Directors and Non-Executive Directors. The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors. In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

Secretarial Standards:-

The Company complies with all applicable secretarial standards.

Acknowledgement:-

We thank our customs and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We also thank the Government of India particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate, Affairs, The Customs and Excise Departments, The Income tax Department and other government agencies for their support, and look forward to their continued support in the future. And we also thank for the value advice and supported received from the other business Associates.