Directors’ Report

Your Directors are pleased to share the Business Performance for the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE SUMMARY

Economic Environment

Global Economic Overview

The global outlook remained uncertain with the financial sector
under stress, stubborn inflation, and the continuation of the
Ukraine war, apart from the residual effects of three years of
COVID. According to the IMF, “The baseline forecast is for growth
to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before
settling at 3.0 percent in 2024." In 2022, the rapid spread of
COVID-19 in China, and Europe's food and energy crises, further
exacted a heavy toll on world economic activity. The negativity
affected consumer and investor confidence, which further
pressured the global economy's near-term growth prospects.

The slowdown is particularly noticeable in the advanced
economies which contribute majorly to global demand. Growth
is expected to plummet from 2.7 percent in 2022 to 1.3 percent
in 2023. If conditions worsen this could fall below 1 percent, says
the IMF report.

On the positive side global inflation is likely to abate in the
coming months, though energy and food prices were yet to
show any major respite. Economic activity has been improving
since the third quarter of 2022, with some rebound in household
consumption and a pick-up in business activity. The opening of
the Chinese economy towards the end of the year also paved the
way for recovery in demand. As the

India, along with China, is expected to contribute 50%
of global growth in 2023

remaining headwinds are mainly in the Western world, global
growth is projected to be held up by the Asian economies. In

2022, emerging markets and developing economies achieved
a growth rate of approximately 4%, contributing significantly
to overall global growth. In the coming year, these regions
are expected to continue bolstering the global economy by
sustaining a growth rate of 3.9%.

Several counter measures are underway to prevent further
downtrend in growth. Sustained wage rise and Government's
push to boost pent-up demand in large economies may gradually
drive consumer demand while reducing supply constraints. This,
in turn, should curb inflation and minimise the need for additional
interest rate hikes, thereby supporting growth. On the political
front, the cessation of the Ukraine war will give a significant boost
to the world economy. Greater cooperation among countries
would ease the road to recovery.

Indian Economic Overview

India appeared to be the bright spot in a struggling world
economy retaining its position as the world's fastest-growing
major economy in the financial year (FY) 2022-23. The country
clocked a real gross domestic product (GDP) growth rate of 7.2
percent as per the estimate of the Central Statistical Organisation
(CSO), backed by strong investment activity, the Government's
capex and infra push, and buoyant private consumption,
particularly among higher-income earners.

The Indian economy demonstrated remarkable resilience,
which is reflected in a rebound in post-pandemic consumption,
increased economic activity, and a resurgent service sector.
The Government of India's initiatives for driving infrastructure
investments have also facilitated growth.

While post-COVID private investment recovery is still at a nascent
stage, there are early signals indicating that India is poised for a
stronger investment upcycle in both manufacturing and services
sectors. The number of private investment projects underway
in the manufacturing sector has been steadily growing over the
years. The GST collection for FY 2022-23 has increased by 22%
compared to last year.

Our Approach

In the beginning of FY23 when the situation warranted, entire
company's focus was on all round improvement of efficiency. As
domestic operations Starts improving, the company focused both
on Domestic operations & the international operations.

The operations were taken to full scale, factories were ramped
up to full capacities, supply chain strengths ensured continued
availability of stocks at all levels.

Operations

As we entered 2022, the outlook was stable & no specific
expectations for growth were set, however as the year
progressed, the company surpassed the 2022 base year
revenue. Company has achieved revenue of H952.13 crore as
against H659.35 crore recorded in the previous year. Exports,
including export incentives, contribute 67.05% of total revenue.

During the year, operating margins improved significantly to
H154.81 crore from H103.65 crore in the previous year.

Outlook for the Indian Economy and India Laminate
Industry

Backed by its strong fundamentals, the Indian economy is in a
sweet spot to witness sustained growth in the years ahead. As
per the Economic Survey presented in parliament in January
2023, India is expected to witness a 6.0-6.8 percent GDP growth
rate in FY 2023-24. Multiple international and domestic agencies
forecast India's GDP growth to be in the range of 6.0%-7.0% for
FY 2023-24.

The growth drivers will continue to be private consumption
and investment, supported by favourable Government policies
focused on improving infrastructure, and the business and
banking ecosystem. India is optimistic about its future prospects
because of its macroeconomic stability as well as its growing
economic and political prominence on the international stage. On
1st December 2022, India assumed the presidency of the G20
forum taking over from Indonesia. As an emerging economic
powerhouse, it is expected that India will take on other crucial
roles in the coming years.

High-frequency indicators, including GST collections, railway and
air traffic, electronic toll collection, the volume of e-way invoices,
etc., point towards a strong economic recovery. Increasing UPI
transactions and a higher credit demand also indicate sustained
expansion. However, the key risks to the growth rate can be a
slowdown in the global economy if the geopolitical situation
becomes further tense or persistent high inflation leads to an
increase in interest rates by central banks of major countries.

India Decorative Laminates Market Trends:

The India decorative laminates market is primarily driven by
the elevating living standards and the increasing per capita
expenditure of consumers on home decor products. The rising
popularity of ready-to-assemble (RTA) floorings, furniture, and
cabinets has also encouraged consumers to shift toward modern
home furnishing designs. Furthermore, the rapid development of
commercial infrastructure in India has increased the demand for
decorative interior products such as laminates in gymnasiums,
convention centers, indoor sports clubs, and auditoriums.
Furthermore, as decorative laminates are easy to install and do
not need to be connected with the subfloor or walls by nails or
staples, they have gained immense traction across the country.

Decorative Laminates Market Analysis

The global market for decorative laminates is expected to grow
at a CAGR of more than 3% during the forecast period. The major
factor driving the market studied is the growing construction
industry in the Asia-Pacific region. On the flip side, unfavorable
conditions arising due to the COVID-19 outbreak is hindering the
growth of the market.

Furniture application is expected to dominate the market studied
over the forecast period owing to the increasing construction
industry.

Asia-Pacific region is expected to dominate the global decorative
laminates market and is also forecasted to be the fastest-growing
region over the forecast period.

Product Extension and Expansion

The Company has planned for CAPEX of H150 Crore which is
expected to improve and enhance the share of value-added
products in the product mix The company has planned for
product extension under greenfield project.

Credit Rating

During the year under consideration, CARE has carried out a
credit rating assessment of the Company for both short term
and long term exposures and has improved the rating from Care
‘A-' to Care ‘A” Stable and ‘Care’A2 to Care ‘A2' for long term
facilities and short term facilities respectively.

The Rating of the company is as under:

Subsidiary and Associate and its performance

Asia Pacific Region holds the largest share in the global market
of laminates and allied building materials and on the basis of
rational forecasts Southeast Asia region is predicted to be the
fastest growing region due to a bounce in construction activities,
thus, Company with a view to explore more potential markets, had
incorporated a Wholly owned subsidiary (WOS) named Stylam
Asia-Pacific Pte. Limited in Singapore on the 16th September 2019
but said subsidiary company could not commenced its business

operations and it had been decided to close the company.
Eventually Company name got struck off on 16th August 2022.

The company had also purchased 34% shares of Alca Vstyle Sdn
Bhd.(Alca) Incorporated in Malaysia. These shares were purchased
from existing shareholders. Alca is engaged in the business of
trading of commercial and industrial furniture & fixtures.

The statement in form AOC-1 containing the salient features of
the financial statements of subsidiary/ associate company/joint
venture pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014 is attached
as “Annexure-I" to this Report

The company had incorporated wholly owned subsidiary (WOS)
Stylam Panels Ltd in India to explore the opportunity by way of
greenfield project in Plywood and allied wood based products.
However this project has been deferred for few months.

Dividend

The Company with a view to expand its business and oscillate
its direction towards growth in the best way possible, has barred
itself from recommending dividend during the year under review.

Reserve

After all appropriations and adjustments, the closing balance of
the retained earnings for FY 2023, stood at H403.92 crore.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements of the Company prepared in
accordance with Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian
Accounting Standard 110 have been provided in the Annual Report.

Material Changes and Commitments

There have been no other material changes viz:

• Settlement of tax liabilities;

• Operation of patent rights;

• Depression in market value of investments;

• Institution of cases by or against the Company;

• Destruction of any assets or disposal of a substantial part of
undertaking;

• Changes in capital structure; and

• Material changes concerning purchase of raw material and
sale of the product.

that occurred during the concerned financial year or subsequent
to closure of the financial year under consideration till the date
of the report

Change in nature of business, if any

There was no change in the nature of business of the Company
during the financial year ended 31st March, 2023.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act,
2013, the maintenance of Cost Records as specified by the Central

Government is not required by the Company and accordingly
such records are not made and maintained by the Company.

Accreditation

Company received the following accreditation

- Company has been accredited T-2 recognition under
Authorized Economic Operator (AEO) programme, under the
aegis of World Customs Organization.

- Company has obtained certification from NSF International,
USA, for High Pressure Decorative Laminates and Solid Acrylic
Surface Products. NSF is the US based leading global provider
of public health and safety-based risk management solutions.

Deposits

During the year under review, the Company did not accept
any deposits from the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

Business Excellence and Quality Initiatives

The Company continues to be guided by the philosophy of
business excellence to achieve sustainable growth. Customer-
focused culture towards building long-term customers
relationships is the key agenda of the Management.

The Company following the principles oftotal quality management,
continues to be certified under ISO 9001: 2015 certifications for
the complete range of laminates manufactured.

Occupational, Health, Safety and Environment

The Company has effectively deployed policies on Safety,
Occupational Health & Environment at all locations and constantly
focuses on improving the effectiveness of system processes.

Brand Visibility

During the year under review, the Company has conducted
various programs viz Architects' meet, Distributors meet, Dealers
meet to build a connection with its customers and dealers so to
promote brand visibility and generate demand

Human Resources

The Company recognizes that the purpose of Human Resources
is to be a catalyst and change agent. Over the years, there has
been a paradigm shift in the approach adopted by Employee
Relations through different initiatives in various capacities. The
Company invested in formal and informal training coupled with
on the-job training. We drive sustainable growth and have been
instrumental in bringing in thought leadership in building strong
employee relations. The Company is focused on building a high
performance culture with a growth mindset. Developing and
strengthening capabilities for all employees remained Company's
an ongoing priority. The Company maintains momentum on
building speed and simplification in ways of working.

Directors and Key Managerial Personnel

Change in Directors

Appointment of Ms.Purva Kansal who was appointed as an
Additional Independent Director on the Board of the Company
on 17th August 2023 for a period of 5 years w.e.f. 17th September
2023 to 16th August 2028.

Mr. Sachin Kumar Bhartiya had resigned as Nominee Director
from the company on 15th December 2022.

Retirement by Rotation and subsequent re¬
appointment

In accordance with the provisions of Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rule, 2014
(including any statutory modification(s) or re-enactment(s) therefore
the time being in force) and the Articles of Association of the
Company, Mr. Manit Gupta (DIN: 00889528) and Mr.Sachin Bhatla
(DIN 08182443) were appointed as directors liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The Board recommends the
re-appointment of Mr. Sachin Bhatla as Whole time director and
Mr. Manit Gupta as whole time director of the company.

The details of Directors being recommended for re-appointment
as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are contained in the
accompanying Notice convening the ensuing Annual General
Meeting of the Company. Appropriate Resolution(s) seeking your
approval to the re-appointment of Directors are also included in
the Notice.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures
to the Board that they fulfill all the requirements as stipulated
in Section 149(6) of the Companies Act, 2013 and the
applicable provisions of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 so as to qualify themselves
to act as Independent Director under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and the relevant rules.

Board Meetings

During the year under review, the Board of Directors of the
company met 9 (Nine) times, the details of which are given in the
Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies
Act, 2013.

The details of constitution of the Board and its Committees are
given in the Corporate Governance Report which forms part of
this Annual Report.

Board Evaluation

Performance evaluation of the individual Directors as well as the
Board is done on the basis of the Nomination and Remuneration,

Evaluation policy that has been framed by the Nomination and
Remuneration Committee.

The Board of Directors are responsible for

- defining goals and framing strategies for achieving those
goals;

- framing roles of board, committees, key managerial persons
and employees;

- setting internal financial control systems;

- analyzing risks and effective risk measure to mitigate those
risks;

- implementing corporate governance practices;

- responding to the problems or crisis that emerge;

- communication with employees and others;

- updating with latest developments in regulatory environments
and the market in which the Company operates;

- contribution of the Board for ensuring that the Company
adheres to the statutory and regulatory compliances as
applicable to the Company;

- discharging of governance and fiduciary duties;

- handling critical and dissenting suggestions; etc.

The parameters for performance of evaluation of Board are

- attendance at the Board meetings;

- Participation and contribution in Board meetings and
committee meetings;

- domain knowledge, vision, strategy;

- information regarding external environment;

- raising of concerns;

- Contribution towards the formulation and implementation of
strategy for achieving the goals of the Company;

- Conduct and Integrity;

- Updating of skills and knowledge;

- Compliance with Code of Business Ethics and Code of
Conduct of the Company; etc.

The Directors expressed their satisfaction with the evaluation
process.

Audit Committee

The composition of the Audit Committee is in alignment with
provisions of Section 177 of the Companies Act, 2013 read with
the Rules issued thereunder and Regulation 18 of the Listing
Regulations.

All the members of the Audit Committee are financially literate
and have experience in the financial management.

The Audit Committee of the Company is entrusted with the
responsibility to supervise the Company's internal controls and
financial reporting process and, inter-alia, performs the following
functions:

- overseeing the Company's financial reporting process and
disclosure of financial information;

- reviewing and examining with management the quarterly
and annual financial results and the auditors' report thereon
before submission to the Board for approval;

- reviewing management discussion and analysis of financial
condition and results of operations;

- reviewing Related Party Transaction Policy of the Company;

- reviewing and monitoring the auditor's independence and
performance and effectiveness of audit process;

- reviewing with management, Statutory Auditors and Internal
Auditor, the adequacy of internal control systems;

- reviewing the adequacy of internal audit function and
discussing with Internal Auditor any significant finding and
reviewing the progress of corrective actions on such issues;

- evaluating internal financial controls and risk management
systems.

The terms of reference of the Audit Committee and other details
have been provided in the Corporate Governance Report.

Enterprises Risk Management Framework

The Board has formed a Risk Management Committee (‘RMC') to
frame, implement and monitor the risk management plan for the
Company and ensure its effectiveness and to develop a policy
for actions associated to mitigate the risks as well as identify new
and emergent risks.

The RMC seeks to minimize the adverse impact of risks on
business objectives and capitalise on opportunities. The RMC is
chaired by an Independent Director. The Audit Committee has an
additional oversight in the areas of financial controls.

The Company has a well-defined risk management framework
in place to ensure appropriate identification, measurement,
mitigation and monitoring of business risks and challenges across
the Company. The Company's success as an organization largely
depends on its ability to identify opportunities and leverage them
while mitigating the risks that arise while conducting its business.
Further, the Board is apprised of any procedure that may threaten
the long term plans of the Company.

Company's sustainable focus remain on leveraging next
generation technology, supports an enterprise-wide view of
risks and compliance, enabling a more holistic approach towards
informed decision making. Risks are assessed and managed at
various levels with a top-down and bottom-up approach covering
the enterprise, the Strategic business units, the geographies and
the functions.

All business heads are responsible to ensure compliance with the
policies and procedures laid down by the Management. Robust

and continuous internal monitoring mechanisms ensure timely
identification of risks and issues. The Management, Statutory
and Internal Auditors undertake rigorous testing of the control
environment of the Company.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee
is in alignment with provisions of Section 178 of the Companies
Act, 2013 read with the Rules issued thereunder and Regulation

19 of the Listing Regulations.

The Committee, inter alia, identifies persons who are qualified
to become directors and who may be appointed in senior
management.

The Nomination and Remuneration Committee is responsible
for evaluating the balance of skills, experience, independence,
diversity and knowledge on the Board and for drawing up
selection criteria, ongoing succession planning and appointment
procedures for both internal and external appointments. The role
of Nomination and Remuneration Committee, inter-alia, includes:

- recommend the criteria for appointment of Executive, Non¬
Executive and Independent Directors to the Board;

- determine remuneration of all the Executive Directors and
Key Managerial Personnel, i.e. salary, benefits, bonuses etc.;

- carry out evaluation of each Director's performance and
performance of the Board as a whole;

- recommend to the Board, all remunerations, in whatever
form, payable to Senior Management.

The brief terms of reference of the Committee and the details
of the Committee meetings are provided in the Corporate
Governance Report.

Stakeholders’ Relationship Committee

The composition of the Nomination and Remuneration Committee
is in alignment with provisions of Section 178(5) of the Companies
Act, 2013 read with the Rules issued thereunder and Regulation

20 of the Listing Regulations. The Committee, inter alia, reviews
the grievance of the security holders of the Company and
redressed thereof. The brief terms of reference of the Committee
and the details of the Committee meetings are provided in the
Corporate Governance Report

Corporate Social Responsibility

Corporate Social Responsibility (CSR) encompasses much more
than social outreach programmes.

In accordance with the requirements of Section 135 of Companies
Act, 2013, Company has constituted a Corporate Social
Responsibility Committee.

The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed hereto as “Annexure - II"

The Company has contributed H 137.15 lakh towards various
CSR activities during the year and increased/scaled up its CSR

intervention in the areas prescribed in the Company's CSR policy.

As a socially responsible Company, the Company is committed to
increase its CSR impact and spend over the coming years, with its
aim of playing a larger role in India's sustainable development by
embedding wider economic, social and environmental objectives.
The Company has identified projects where contribution will be
meaningful for the economic uplift of the society. Preference
was given to allocate and spend higher amount on activities
pertaining to local area and areas around the Company's
factories. However, being in early years of implementation of
CSR, the Company has faced practical problems as regards to
co-ordination and consensus amongst the beneficiaries, local
villagers, gram panchayats and other related agencies to carry
out the identified projects.

Statement in respect of adequacy of Internal Financial
Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes in
keeping with the organization's pace of growth and increasing
complexity of operations for orderly and efficient conduct of
its business. The internal control framework is commensurate
with the size and operations of the business and is in line with
requirements of the Act.

The Audit Committee of the Board, from time to time, evaluated
the adequacy and effectiveness of internal financial control of the
Company.

- The Company has a well-defined delegation of authority with
specified limits for approval of expenditure, both capital and
revenue. The Company has workflows to ensure adherence
to the delegation of authority

- The Company periodically tracks all amendments to
Accounting Standards and makes changes to the underlying
systems, processes and financial controls to ensure
adherence to the same. All resultant changes to the policy
and impact on financials are disclosed after due validation
with the Audit Committee

- Access to assets is permitted only in accordance with
management's general and specific authorization. No
assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment
or except as specifically permitted.

- Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company's policies.

- The Company gets its Standalone financial statements limited
reviewed/ audited every quarter by its Statutory Auditors.
International subsidiary provide information required for
consolidation of accounts in the format prescribed by the
Company. The accounts of the subsidiary and joint venture
company are audited and certified by their respective
Statutory Auditors for consolidation.

- To have better internal financial control company has
implemented integrated SAP System at all the business
verticals.

Vigil Mechanism/ Whistle Blower Policy

The Whistleblower Policy has been approved and adopted
by Board of Directors of the Company in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business
associates who report unethical practices and irregularities.

The policy is available on Company's website.

Risk Management Policy

The Company operates in a volatile, uncertain, complex and
ambiguous business environment. The environment brings mix
of opportunities and uncertainties impacting the Company's
objectives. Risk Management, which aims at managing the
impact of these uncertainties, is an integral part of the Company's
strategy setting process. The Company regularly identifies these
uncertainties and after assessing them, devises short-term and
long-term actions to mitigate any risk which could materially
impact the Company's long-term goals.

Mitigation plans to significant risks are well integrated with
functional and business plans and are reviewed on a regular
basis by the senior leadership.

Policy on Prevention of Sexual Harassment at
Workplace

The Company's Policy on Prevention of Sexual Harassment
at Workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (Prevention of Sexual Harassment of Women
at Workplace Act) and Rules framed thereunder.

During the year under review, no case was filed under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

Remuneration of Directors and Key Managerial
Personnel

The remuneration paid to Directors is in accordance with
Nomination and Remuneration Policy formulated in accordance
with the provisions of Section 178 of the Companies Act, 2013
read with Regulation 19 of the Listing Regulations, 2015 (including
any statutory m od ification (s) or re-enactment(s) thereof for the
time being in force). The information required under Section 197 of
the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory m od ification (s) or re-enactment(s) thereof for the
time being in force) in respect of Director and Key Managerial
Personnel is set out please refer Annexure VI.

Nomination and Remuneration Policy

The company has formulated and adopted the Nomination and
Remuneration Policy in accordance with the provisions of Section
178 of the Companies Act, 2013 read with Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Remuneration Policy is approved by the Board of Directors
and is uploaded on the website of the Company.

Related Party Transactions

All related party transactions that were entered during the
financial year were in the ordinary course of business and on
arm's length basis. There were no materially significant related
party transactions entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other persons which may
have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit
Committee for approval and prior omnibus approval is also
obtained from the Audit Committee for the related party
transactions which are of repetitive nature and can be foreseen.

The policy on materiality of related party transactions as approved
by the Audit Committee and the Board of Directors is uploaded
on the website of the Company. The required form AOC-2 has
been appended as “Annexure IN” to this report.

Further the disclosures related to related party transactions are
also detailed in Note No. 28 of Notes to Accounts of Financial
Statements for the year ended 31st March, 2023.

Director’s Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, the Directors state that:

a. in preparation of annual financial statements for the financial
year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b. the Directors have selected such accounting policies and
applied them consistently and 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 financial year and of the profit or loss of the
Company for that period;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a going
concern basis;

e. the proper internal financial controls were in place and that
the financial controls were adequate and were operating
effectively; and

f. the systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

Insurance

The Company's properties, including building, plant, machineries
etc. and stocks are adequately insured against risks.

Listing

The equity shares continue to be listed on Bombay Stock
Exchange Limited (BSE) and National Stock Exchange Limited
(NSE). The Company has paid annual listing fee for the financial
year 2022-23.

Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, Company
has not directly or indirectly

a) given any loan to any person or other body corporate other
than usual advances envisaged in a contract of supply of
materials if any,

b) given any guarantee or provide security in connection with a
loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise,
the securities of any other body corporate, exceeding sixty
percent, of its paid-up share capital, free reserve and securities
premium account or one hundred percent of its free reserves
and securities premium account whichever is more.

Auditors and Auditors’ Report

Statutory Auditors

The shareholders of the company at the 31st Annual General
Meeting (AGM) held on 30th September 2022, have approved
appointment of M/s Mittal Goel & Associates, Chartered
Accountants (Firm Registration No. 017577N), as the Statutory
Auditors of the of the Company pursuant to Section 139 of
Companies Act, 2013 from the date of conclusion of 31st AGM
till the conclusion of 36th AGM to be held in 2027. The Board
of director of the company recommended the re-appointment of
M/s Mittal Goel and Associates for next five year

Statutory Auditors’ Report

The observations of Statutory Auditor in its reports on standalone
and consolidated financials are self-explanatory and therefore do
not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

Cost Auditors

The company was not required to appoint Cost Auditor for the
financial year ended 31st March 2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed
M/s Sanjiv K Goel, Practicing Company Secretary, to undertake
Secretarial Audit of the Company for the period of 5 (five) years
till financial year 2028-29.

The Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2023 is annexed herewith as “Annexure-IV".

The Secretarial Audit Report for the year ended 31st March 2023
does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has proper and adequate system of internal
controls. Board of Directors has Appointed M/s A. Gandhi &
Associates Chartered Accountants as Internal Auditors of the
company to conduct regular audits that are performed as per the
annual Audit Plan. The Internal Audit team conducts its at factory,
branches and corporate offices with the objective of evaluating
and continuously improving the effectiveness of internal controls
and governance processes. Additional areas, if any, identified
during the year are taken up as special assignments.

The audit findings are reviewed by the Audit Committee and
Board of Directors and corrective action, as deemed necessary
is taken. Company has also laid down procedures and authority
levels with suitable checks and balances encompassing the
entire operations of the Company.

Corporate Governance

Transparency is the cornerstone of the Company's philosophy
and all requirements of Corporate Governance are adhered to
both in letter and spirit.

All the Committees of the Board of Directors meets at regular
intervals as required in terms of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. Your Board of
Directors has taken all necessary steps to ensure compliance
with all statutory and listing requirements. The Directors and
key managerial personnel of your Company have complied with
the approved ‘Code of Ethics for Board of Directors and Senior
Executives' of the Company.

The Report on Corporate Governance as required under the
Listing Agreement forms part of and is annexed herewith. The
Auditors' Certificate on compliance with Corporate Governance
requirements is also attached to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the
financial year 2022-23, pursuant to the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given as a
separate statement in the Annual Report.

Managing Director and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Managing
Director and CFO certification as specified in Part B of Schedule
II thereof is annexed to the Corporate Governance Report. The
Managing Director & managing director and the Chief Financial
Officer of the Company also provide quarterly certification on
Financial Results while placing the Financial Results before the
Board in terms of Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Compliance with Code of Ethics for Board of Conduct
for Directors and Senior Management Personnel

The Managing Director & CEO of the Company has given a
declaration that all Directors and Senior Management Personnel
concerned have affirmed compliance with the code of conduct
with reference to the financial year ended on March 31, 2023.
The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable
Secretarial Standards

The Company has complied with all the mandatorily applicable
secretarial standards issued by The Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

Fraud Reporting u/s 143(12)

The Company has complied with all the provisions of Section 143
of the Companies act, 2013. Hence, no fraud was reported by the
Auditors of the Company to the Audit Committee or the Board of
directors.

Particulars of Employees

The information required pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is ‘Not
Applicable' as no employee is in receipt of remuneration in
excess of the limits prescribed under this Section.

Detail of Significant and Material Orders Passed by
Regulators or Courts of Tribunals Impacting the Going
Concern Status and Company’s Operation in Future

There are no significant material orders passed by the Regulators/
Courts which would impact the Going Concern status of the
Company and its future Operations.

Conservation of Energy and Technology Absorption
and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (m) of Sub-Section (3) of Section
134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as “Annexure V".

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable Secretarial
Standard as issued by ICSI during the year under review.

Acknowledgement

The Board place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment.

The Board also wishes to place on record its appreciation for
the support and cooperation the Company has been receiving
from its suppliers, redistribution stockiest, retailers, and others
associated with the Company as its trading partners.

The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Government and Regulatory Authorities
and Stock Exchanges, for their continued support.

On behalf of the Board,

Place: Chandigarh Jagdish Gupta

Date: 05.05.2023 Managing Director