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Company Information

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CUBEX TUBINGS LTD.

17 July 2026 | 12:00

Industry >> Metals - Non Ferrous - Copper/Copper Alloys - Prod

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ISIN No INE144D01012 BSE Code / NSE Code 526027 / CUBEXTUB Book Value (Rs.) 58.22 Face Value 10.00
Bookclosure 25/07/2024 52Week High 144 EPS 5.21 P/E 14.99
Market Cap. 111.73 Cr. 52Week Low 73 P/BV / Div Yield (%) 1.34 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors have pleasure in presenting the 47th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2026.

FINANCIAL RESULTS

(in Lakhs)

Particulars

Year ended 31.03.2026

Year ended 31.03.2025

Income from operations

28,800.55

26,712.03

Other Income

822.08

207.16

Total Expenditure

28142.37

25742.13

Interest & Bank Charges

387.91

247.88

Depreciation & Amortization of Exp.

128.83

121.24

Provision for Tax

218.13

142.08

Net Profit

745.39

665.86

THE COMPANY’S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile, Electrical Equipment industries and Ship building Company.

OPERATIONS

Your company has registered a total income of Rs. 29,622.63 Lakhs for 2025-26 as compared to Rs. 26,919.19 Lakhs for 2024-25 and the company posted a net profit of Rs. 745.39 lakhs for 2025-26 as compared to Rs.

665.86 Lakhs for 2024-2025.

DIVIDEND

The directors regret their inability to recommend the dividend for the year. The Funds will be deployed for buying new equipment for enhancing production Capacities.

RESERVES

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the general reserves account during the financial year under review.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of Board's Report there was no change in the nature of Business.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

UNPAID / UNCLAIMED DIVIDEND

There is no unpaid or unclaimed dividend with the company till date.

INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as externa risks. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.

SHARE CAPITAL

The Authorized Share Capital of the Company stands at ?25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of ?10/- each. The Paid-up Share Capital of the Company stands at ?14,31,89,750/- (Rupees Fourteen Crore Thirty-One Lakh Eighty-Nine Thousand Seven Hundred and Fifty only) divided into 1,43,18,975 (One Crore Forty-Three Lakh Eighteen Thousand Nine Hundred and Seventy-Five) Equity Shares of ?10/- each.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS / CEO / CFO AND KEY MANAGERIAL PERSONNEL

The Board of Directors wishes to inform you that there were no changes in the composition of the Board during the financial year under review.

No new appointments or resignations of Directors took place during the year. The key managerial structure remains perfectly stable, under the continued leadership of Mr. Virendra Bhandari (Managing Director & CEO), Mr. Akshay Bhandari (Executive Director), and Mr. Siva Sarva (Chief Financial Officer).

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have strictly complied with the Company’s Code of Conduct for Directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have further confirmed that they are not aware of any circumstance or situation which exists, or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

During the financial year under review, the Independent Directors of the Company had no material pecuniary relationships or transactions with the Company, its promoters, or its management, other than sitting fees and reimbursement of out-of-pocket expenses incurred by them for the purpose of attending the meetings of the Board of Directors and its Committees.

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, experience, and specialized expertise, and they hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the financial year under review.

CEO / CFO CERTIFICATION

As required under Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance certification on the Financial Statements and Cash Flow Statement for the financial year under review, duly signed by Mr. Virendra Bhandari (Managing Director & CEO) and Mr. Siva Sarva (Chief Financial Officer), was placed before the Board of Directors and is annexed to this Annual Report.

BOARD COMMITTEES

i. AUDIT COMMITTEE

The composition, powers, and terms of reference of the Audit Committee are structured in strict compliance with the provisions of Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 177 of the Companies Act, 2013. Detailed disclosures concerning the committee's meetings and activities during the financial year under review are included in the Corporate Governance Report, which forms an integral part of this Annual Report.

ii. NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference, and criteria of the Nomination and Remuneration Committee are aligned in accordance with the provisions of Regulation 19(1) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, read with Section 178 of the Companies Act, 2013. The relevant details pertaining to the same are incorporated in the Corporate Governance Report, which forms part of this Annual Report.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee operates in total alignment with the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 178 of the Companies Act, 2013. All detailed parameters concerning investor grievance redressal mechanisms and committee dynamics are set out in the Corporate Governance Report, which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has systematically devised proper systems and robust internal checks to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

During the financial year under review, the Company has strictly adhered to and complied with Secretarial Standard - 1 (SS-1: Secretarial Standard on Meetings of the Board of Directors) and Secretarial Standard - 2 (SS-2: Secretarial Standard on General Meetings).

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted an Insider Trading Policy in strict accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and applicable securities laws. The Insider Trading Policy of the Company lays down comprehensive guidelines and procedures to be followed, and disclosures to be made while dealing with the equity shares of the Company, as well as the statutory consequences of any violation.

The policy has been formulated to regulate, monitor, and ensure transparent reporting of trades by designated employees, promoters, and connected persons to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) and the Code of Conduct for Regulating, Monitoring, and Reporting of Trades, is available on the Company's official website under the investor relations section.

INDUSTRY-BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company’s core operations are strictly focused on the manufacturing and fabrication of copper and copper -based alloy products (such as tubes, rods, bus bars, and wires).

As the Company is not a Non-Banking Financial Company (NBFC), Housing Finance Institution, or engaged in any such specialized sector governed by specific industry-exclusive statutory statutes, no separate industry-based regulatory disclosures are required to be made under those respective laws.

FAILURE TO IMPLEMENT CORPORATE ACTIONS

During the financial year 2025-26, there were no corporate actions initiated or declared by the Company. Consequently, no instances of failure or delays in the implementation of mandated corporate actions occurred during the period under review.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2025-26 under review, there were no applications made or any legal proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

Similarly, no such proceedings have been admitted or are ongoing before the National Company Law Tribunal (NCLT) involving the Company.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the financial year 2026 under review, the Company has not entered into any One-Time Settlement (OTS) agreements with any banks or financial institutions for loans or credit facilities availed.

Consequent thereto, the requirement to disclose or provide reasons for any discrepancies or differences between the valuation amount determined during an OTS execution and the initial asset valuation recorded while securing those banking credit facilities does not arise.

EVENT-BASED DISCLOSURES

During the financial year under review, the Company has not undertaken or executed any of the specific corporate activities enumerated below, except as expressly detailed herein:

Issue of Sweat Equity Shares: Not Applicable (The Company has not issued any sweat equity shares under Section 54 of the Companies Act, 2013).

Issue of Shares with Differential Rights: Not Applicable (The Company has not issued equity shares with differential rights as to dividend, voting, or otherwise under Section 43(a)(ii) of the Companies Act, 2013).

Issue of Shares under Employee Stock Option Scheme (ESOS): Not Applicable (No stock options were granted, vested, or exercised under any Employee Stock Option Scheme pursuant to Section 62(1)(b) of the Companies Act, 2013).

Disclosure on Purchase of Own Shares or Provision of Financial Assistance/Loans for Share Purchase: Not Applicable (The Company has neither provided any financial assistance nor extended any loans for the purchase of its own shares under Section 67 of the Companies Act, 2013).

Buy-back of Securities/Shares: Not Applicable (The Company has not initiated or completed any buy-back of its equity shares under Section 68 of the Companies Act, 2013).

Disclosure Regarding Revision of Financial Statements or Board’s Report: Not Applicable (There have been no voluntary or regulatory revisions made to the Financial Statements or the Board's Report under Section 130 or 131 of the Companies Act, 2013).

DETAILS OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Board of Directors confirms that the Internal Financial Controls (IFC) framework designed and implemented by the Company with specific reference to Financial Statements is adequate and operating effectively.

The Company maintains a robust system of internal controls, including strict administrative and monitoring procedures, ensuring that all corporate assets are safeguarded against loss, unauthorized use, or disposal. Cubex’s formalized policies and procedures establish clear checks and balances, ensuring all transactions are properly authorized, accurately recorded, and reported in compliance with applicable accounting standards.

During the financial year under review, no material deficiencies, serious vulnerabilities, or adverse audit observations were noted regarding the efficiency or adequacy of these controls.

Further details concerning the internal financial control mechanisms and their evaluation are incorporated within the Management Discussion and Analysis Report, which forms an integral part of this Board's Report.

STATUTORY COMPLIANCE

The Company has meticulously adhered to and complied with all applicable provisions, rules, and regulations relating to statutory and regulatory compliances concerning its corporate affairs in all material respects.

Cubex maintains institutionalized systems and compliance processes to monitor and ensure seamless adherence to the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and all

other relevant central, state, and local statutory enactments governing the Company's manufacturing operations.

DEVIATIONS OR VARIATIONS IN FUNDS RAISED

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there are no deviations or variations to disclose.

During the financial year under review, the Company did not raise any capital from the public through an Initial Public Offer (IPO), Further Public Offer (FPO), or via a Preferential Issue.

Consequently, the requirement to provide a statement of deviation(s) or variation(s) in the utilization of raised funds to the Stock Exchanges (BSE & NSE) is not applicable, and no unutilized proceeds remain.

DECLARATION BY THE COMPANY

The Company has issued a formal certification to all its Directors, confirming that it has not committed any defaults as stipulated under Section 164(2) of the Companies Act, 2013, and that the Company remains fully compliant with its filing and statutory obligations as on March 31, 2026.

Accordingly, none of the Directors on the Board of the Company face any disqualification from being appointed or continuing as Directors under the provisions of the Act.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is available on www.cubextubings.com.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2026, there were no Equity Shares of Shareholders were lying in the Escrow Account due to nonavailability of the correct particulars.

CORPORATE GOVERNANCE

Your directors are happy to report that your Company is compliant with the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on Corporate Governance together with a certificate from the Statutory Auditor’s confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) the steps taken by the company for utilising alternate sources of energy -Nil

(ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the

manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign Exchange Inflow: 2256.73 in Lakhs (on Export of Goods)

Foreign Exchange Outflow: 438.96 in Lakhs (Raw Materials /Equipment)

STATUTORY AUDITORS

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the rules framed thereunder, M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), were reappointed as the Statutory Auditors of the Company at the Annual General Meeting (“AGM”) to hold office for a term of 4 (Four) consecutive years until the conclusion of the 50th Annual General Meeting to be held in the year 2029.

The notes on financial statements referred to in the Statutory Auditors' Report are self-explanatory and do not call for any further comments or explanations by the Board of Directors. There are no qualifications, reservations, or adverse remarks in the Auditors’ Report that require any clarification or rectification.

ii. Statutory Auditors' Report

The Board of Directors has duly reviewed the Statutory Auditor’s Report on the standalone financial statements for the financial year ended March 31, 2026. The Board has noted that the report is issued with an unmodified opinion and does not contain any reservations, qualifications, or adverse management remarks.

The Board remains committed to continuously strengthening the internal financial control systems and administrative procedures to support operational growth and manufacturing targets in the coming financial years.

SECRETERIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company at the Annual General Meeting (AGM) approved the appointment of M/s. Sarada Putcha, Practicing Company Secretaries, Hyderabad, as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years, to hold office from the Financial Year 2025-26 to the Financial Year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, obtained in Form MR-3, is annexed to this Report.

Secretarial Audit Report

The Board of Directors has carefully reviewed the Secretarial Audit Report for the financial year under review. The Board is pleased to report that the findings are entirely clear and do not contain any qualifications, reservations, observations, or adverse remarks requiring separate explanations or management justifications.

Annual Secretarial Compliance Report

In accordance with the applicable SEBI directives and Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by M/s. Sarada Putcha for the financial year ended March 31, 2026, has been duly received. The report confirms that the Company has comprehensively adhered to all applicable SEBI regulations, circulars, and guidelines, and the same was submitted to the Stock Exchanges (BSE and NSE) within the prescribed statutory timelines.

BOARD AND COMMITTEES’ PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The Board met 4 (Four) time during the financial year 2025-2026.

The dates on which the above-Board meetings were held are as follows;

(15-05-2025,13-08-2025,13-11-2025, 13-02-2026)

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

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

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2026 and of the profit and loss of the company for that period;

c. That 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. That the directors have prepared the annual accounts on a going concern basis.

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

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

POLICIES

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") mandate the formulation of various statutory policies for all listed corporate entities.

In compliance with these statutory mandates, the Company has adopted robust corporate governance policies, which are systematically reviewed by the Board of Directors. All such applicable policies—including the Whistle Blower Policy, Material Subsidiary Policy, Related Party Transactions Policy, and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information—are hosted and publicly accessible on the Company's official website at www.cubextubings.com under the investor relations framework.

MATERIAL SUBSIDIARY

During the year ended March 31, 2026, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

VIGIL MECHANISM

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Vipul Kumar Jain, Chairman of Audit Committee through email or by correspondence through post.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company in accordance with the Section 203 of the Companies Act,

2013 are:

• Mr. Virendra Bhandari-Executive Director (DIN: 00062228)

• Mrs. Veena Bhandari-Director-Admin (DIN: 03570489)

• Mr. Akshay Bhandari-Executive Director (DIN: 09783327)

• Mr. Sandeep Kumar-Independent Director (DIN: 05192591)

• Mr. Surender Arkathala-Independent Director (DIN: 06999665)

• Mr. Vipul Kumar Jain-Independent Director (DIN: 08476476)

• Mr. Siva Prasad Sarva-Chief Financial Officer; and

• Ms. Chandni K Moolchandani-Company Secretary & Compliance Officer

INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

RELATED PARTY TRANSACTION

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration) which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board’s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board’s Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules

2014

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.