To
The Members,
Your Directors' have pleasure in presenting the 21st Annual Report on the business & operations of the Company together with Audited Financial Statements of the Company for the financial year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS:
OPERATIONS AND PERFORMANCE/ THE STATE OF THE COMPANY'S AFFAIRS:
Highlights of the Company's financial performance for the year ended March 31, 2024 are as under:
? Total Revenue from Operations for the year has decreased by 17.02% to ^18,887.39 Lakhs from ^22,761.86 Lakhs as compared to previous Financial Year.
? EBITDA for the year has decreased by 25.46% to ^2,047.88 Lakhs as compared to EBITDA of ^2,747.21 Lakhs achieved in previous Financial Year.
? Profit after Tax (PAT) has decreased by 26.74% to ^1,252.44 Lakhs as compared to net profit of ^1,709.64 Lakhs in previous Financial Year.
The Company experienced a decline in Total Income, EBITDA, and PAT. These decreases indicate a challenging year, reflecting a decline in overall financial performance compared to the previous financial year.
EXPANSION/NEW PROJECTS:
Your Company is actively engaged in a strategic expansion initiative that includes the enhancement of existing operations and the installation of new plants. This expansion will also introduce a new line of products and establish a captive power plant. The primary goals of this initiative are to increase production capacity, improve operational efficiency, and expand our market share. By diversifying our business operations and investing in state-of-the-art infrastructure for seamless integration and efficiency in operations, we aim to strengthen our competitive position and drive long-term growth.
The proposed expansion is underway at our current manufacturing facility, leveraging the significant advantages which your Company has already established. This includes efficient raw material sourcing, seamless connectivity via well-developed railway and roadway infrastructure for the movement of finished goods, and easy access to a skilled workforce and essential utilities such as power and water. For this expansion, we have earmarked 35 acres of the 63.96 acres of leasehold land specifically for this project.
Key Highlights of Our Expansion and Diversification Initiatives:
Progress Overview of Expansion Project:
Your Company obtained the Environmental Clearance and other statutory approvals for the expansion project in March, 2024. Additionally, the plant layout approval was received from MIDC in August, 2023. Following this, the work of project commenced and is under process currently. Below is a section-wise update on the progress of the proposed project:
Your company is striving to commence commercial operations by April 2025 and is making every effort to achieve this target as soon as possible.
Capex Summary and Project Costs:
r 1 * Amnunt1 ? in P.rnrpQ
The Project cost overrun are due to fluctuating construction material prices, which have driven up expenses beyond initial estimates. Unplanned design changes required extra work and materials, while delays caused by weather and labour shortages extended the project timeline, increasing labour and equipment costs. Additionally, higher than expected contractor bids due to increased market demand have further contributed to the cost increases. However, the Company is confident that the total project cost at completion will remain within the proposed budget.
DIVIDEND:
The Directors of your Company has decided to retain the profits earned by the Company and use the same for future development of the Company, therefore the Board has not recommended any dividend for the financial year ended on 31st March, 2024.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves during the year under review.
SHARE CAPITAL:
There is no change in the capital structure of the company during the year under review.
The details of the Share Capital as on 31st March, 2024 are as under:
a. Authorised Share Capital: The authorised capital of the Company is ^25,00,00,000/- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh Only) equity shares of S10/- each.
b. Paid-Up Share Capital: The paid-up share capital at the end of the financial year was ^24,13,47,640/- (Rupees Twenty-Four Crore Thirteen Lakh Forty-Seven Thousand Six Hundred and Forty Only) divided into 2,41,34,764 (Two Crore Forty-One Lakh Thirty-Four Thousand Seven Hundred and Sixty-Four) equity shares of S10/- each.
UTILIZATION OF ISSUE PROCEEDS:
Your Company has raised a total of ^2,421.36 Lakh from Initial Public Offer (IPO) during the Financial Year 2022-23.
The proceeds realized by the Company from the IPO were utilized in accordance with the objectives outlined in the Company's Prospectus. The details of the total IPO proceeds allocated and utilized are as follows:
CHANGES IN STATUS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company during the Financial Year 2023-24.
CREDIT RATING OF SECURITIES
During the year under review, your Company approached to Acuite Ratings & Research Limited (Acuite) to review the ratings assigned. Thereafter, Acuite has duly reaffirmed credit ratings assigned to the Company on 25th July, 2024 which are given hereunder:
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
There is no change in the Directors and Key Managerial Personnel of the Company during the year under review. Composition of Board:
The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning.
As on 31st March, 2024, the Board constitutes of the following Directors:
Directors liable to retire by rotation and being eligible offer themselves for Re-appointment:
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Chetan Kumar Agrawal (DIN: 00748916) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.
Declaration by Independent Directors:
The Company has received the necessary declarations from the Independent Directors as required under Section 149(7) of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of SEBI LODR Regulations. Independent Directors comply with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.
The Board of the Company after taking these declarations on record and acknowledging the accuracy of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience (including the proficiency) to qualify as Independent Directors of the Company. Further, all the Company's Independent Directors have registered themselves with the Independent Director's Databank maintained by the Indian Institute of Corporate Affairs (IICA).
Evaluation of the Board's Performance:
During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted a mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting. The Independent Directors reviewed key transactions, quality & timeliness of flow of information, recommended measures for corporate governance, etc.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Board Meetings:
There were 5 (Five) Board Meetings duly convened during the financial year 2023-24 on following dates:
The necessary quorum was maintained in all the said meetings and proceedings during the meetings have been duly recorded in minute's book maintained for the purpose.
The attendance of the Members of the Board is as under:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
Committees of the Board:
The Board has constituted various statutory committees in compliance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.
The Board has 4 (Four) Committees as of 31st March, 2024:
a. Audit Committee.
b. Nomination and Remuneration Committee.
c. Stakeholders' Relationship Committee.
d. Corporate Social Responsibility Committee.
The committees consist of requisite majority of Directors comprising Independent and non-independent directors.
Details of all the Statutory Committees along with their composition and meetings held during the year are provided in Annexure 01 to this report.
Remuneration of Directors and Employees of Company
The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure 02 to this report.
Company's Policy relating to Directors' appointment, payment of remuneration and discharge of their duties:
Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company carries out its business practices i.e. fair, transparent, inclusive and flexible. As part of the policy, the Company strives to ensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
c. Remuneration to Directors, 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.
The salient features of the policy are as follows:
a. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee i.e., Size and composition of the Board, criteria to recommend Directors to the Board, Succession Plans, Evaluation of Performance, Remuneration Framework.
b. Policy for appointment and removal of Directors, KMP and Senior Management - Ascertain appointment criteria and qualifications, term and tenure of Directors, process/framework for their removal and retirement.
c. Policy relating to the remuneration for Directors, KMP and Senior Management and other employees
d. Policy Review.
The Nomination and Remuneration Policy of the Company has been updated on 26th July, 2022 to keep in line in accordance with the SEBI Listing Regulations and is available on the website of the Company and can be viewed on the website on the link: https://www.cmlgrgroup.com/uploads/investors/1723039888omination-&-Remunera- tion-Policy.pdf.
Directors' Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures in applying them;
b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 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 Directors have laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; and
f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.
The Board has duly constituted and approved the powers, role and terms of reference of the Corporate Social Responsibility (CSR) Committee in its meeting held on 30th November, 2021, in accordance with the provisions of Section 135 of the Companies Act, 2013. The CSR Committee of the Company oversees the implementation of CSR Policy of the Company.
The Board in line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directors has approved the Corporate Social Responsibility Policy of the Company and the same is available on the website of the Company at https://www.cmlgrgroup.com/uploads/investors/l723039954SR-Policy.pdf.
The disclosure regarding the Composition of Committee and its meetings held during the year 2023-24 are provided above in Annexure 01 to this report.
The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure 03 to this report.
AUDITORS:
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. O.P. Singhania and Co., Chartered Accountants, Raipur, were appointed as the Statutory Auditors of the Company for a period of 5 consecutive years by Members in their 16th Annual General Meeting (AGM) held in the year 2019 to hold office till the conclusion of 21st AGM of the Company to be held in the year 2024.
The Audit Committee and Board of Directors of the Company shall consider in their respective next meetings, the proposal for reappointment of M/s. O.P. Singhania and Co., Chartered Accountants, Firm Regn. No. 002172C as Statutory Auditors of the company for the period of second term of five consecutive Financial Years from the conclusion of ensuing Annual General Meeting to be held in the year 2024 to the conclusion of Annual General Meeting to be held in the year 2029 after obtaining a certificate from M/s. O.P. Singhania and Co. to the effect that if their appointment is made, the same would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment and also satisfies the criteria as mentioned under Section 141 and they have obtained peer review certificate as required under SEBI Guidelines for appointment of Statutory Auditors of listed companies.
Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules, 2014, M/s Sanat Joshi & Associates has been appointed as cost auditors for conducting Cost Audit for the Financial Year under review.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 M/s. SRKN and Associates, Chartered Accountants are the Internal Auditors of the Company for the Financial Year under review.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Amit Dharmani, Practicing Company Secretary, (CP No.: 18179) to undertake the Secretarial Audit of the Company.
AUDITOR'S REPORT:
Statutory Audit:
There is no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors of the Company, in their audit report on the financial statements of the Company for the financial year ended 31st March, 2024 and hence it does not require any explanations or comments by the Board.
Frauds reported by the Auditors:
No frauds have been reported by the Auditor during the Financial Year 2023-24.
Secretarial Audit:
The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2023-24 is annexed herewith as Annexure 04.
There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor's Report on secretarial and other applicable legal compliances to be made by the Company for the Financial Year 2023-24 and hence does not require any explanations or comments by the Board.
PARTICULARS OF LOAN, GUARANTEES, SECURITIES OR INVESTMENTS:
The particulars of investments made and loans given by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements (Ref. Notes 14 and 15). Your Company has not extended corporate guarantee on behalf of any other Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the year under review were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other related parties which may have a potential conflict with the interest of the Company at large.
Further, during the year, the Company has not entered into any contract or arrangement with related parties which could be considered 'Material'. Hence the information as required under Section 134(3)(h) of the Companies Act, 2013 in the prescribed Form AOC-2 is not applicable. The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size, scale and complexity of its operations. The scope and authority of Internal Audit functions have been defined in the Internal Audit scope of work to maintain its objectivity and independence.
The Internal Audit department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies of the Company.
Based on the report of the Internal Auditors, process owners undertake corrective actions in their respective areas and thereby strengthen the control. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate management discussion and analysis report which forms an integral part of this Report is given as Annexure 05 to this report.
CHANGES IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the financial year under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company since the end of the financial year i.e., 31st March, 2024, up to the date of this report.
BUSINESS RISK MANAGEMENT:
The Company has Risk Management Policy but the elements of risk threatening the Company's existence are very minimal. Pursuant to Section 134(3)(n) of the Companies Act, 2013, at present the Company has not identified any element of risk which may threaten the existence of the Company.
DEPOSITS:
The Company has not accepted any deposit within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.
MAINTENANCE OF COST RECORDS:
The Company is required to maintain cost records of the Company as specified under Section 148(1) of the Companies Act, 2013. Accordingly, the Company has properly maintained cost records and accounts
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Policy on Prevention and Resolution of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All women employees (Permanent, Contractual, Temporary, Training) as well as women who visit the premises of the Company for any purpose are covered under this Policy and are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
The details of the number of complaints pending, filed and their disposal during the period under review are as follows:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013:
A. Conservation of Energy:
i. Steps taken for conservation: Your Company recognizes the crucial importance of energy conservation and give due importance to the reduction of power consumption in its manufacturing process. To this end, the Company is making every effort ensure the optimal use of energy, minimize waste and enhance efficiency:
a. Adoption of Energy-Efficient Equipment: The Company is investing in energy-efficient equipment that leverages the latest technologies to maximize energy use and reduce waste.
b. Installation of a 30 MW Power Plant: The proposed 30 MW power plant, which will include a 12 MW Waste Heat Recovery Boiler (WHRB) and an 18 MW Atmospheric Fluidized Bed Combustion (AFBC) unit is designed to significantly cut down on our reliance on grid power, thereby reducing both high power and fuel expenses. Currently the construction of civil structure for the plant is largely completed and erection process has commenced.
c. Optimization of Resource Utilization: By generating our own power, we aim to achieve the most efficient use of our resources and reduce operational costs associated with energy consumption.
ii. Steps taken for utilizing alternate sources of energy: The Company is planning for installation of power plant as mentioned above.
iii. Capital investment on energy conservation equipments: During the year under review, the Company has not invested in any energy conservation equipment.
B. Technology Absorption
i. Efforts made for technology absorption:
The Company has taken any major action for absorbtion of any new technology during the financial year under review.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil
a. the details of technology imported; the Year of import
b. Whether imported technology fully absorbed
c. If not fully absorbed, areas where absorption of imported technology has not taken place, if any.
d. Expenditure on Research & Development, if any:
iv. There was no expenditure incurred on research and development during the year under review.
Foreign Exchange Earnings/ Outgo: NIL
DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
There are no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
No significant or material orders have been passed by the regulators/court under the Companies Act, 2013 which would impact the going concern status of the Company and its future operations.
ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the website of the Company and can be accessed at the web link: https://www.cmlgrgroup.com/investors.php?invest=9.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
The Board of Directors have established 'Vigil Mechanism/Whistle Blower Policy' and 'Code of Conduct' for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014.
By virtue of Whistle Blower Policy, the Directors and Employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee.
The said policy has been properly communicated to all the directors and employees of the Company through the respective departmental heads and the new employees are being informed about the Vigil Policy by the Human Resources Department at the time of their joining.
The Company has not reported any complaints under Vigil Mechanism. Details of establishment of the Vigil Mechanism can be viewed on the Company's website at https://www.cmlgrgroup.com/uploads/ investors/1723040126igil-Mechanism-Policy.pdf.
DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Your company has not made any one-time settlement with any of its lenders.
POLICIES ADOPTED BY THE COMPANY:
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are available for the access at the website of the Company at https://www.cmlgrgroup.com/ investors.php?invest=2.
Code of Conduct of Board of Directors & Senior Management:
The Board of Directors has laid down a Code of Conduct, for better transparency and Accountability for all the Board Members and Employees of the Company. All the Board members and senior management personnel have confirmed with the code as provided under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of the Board of Director and Senior Management have affirmed compliance with code of conduct of Board of Directors and Senior Management during the financial year 2023-24 and a Declaration in this regard is attached as Annexure 06.
It describes their responsibility and accountability towards the company which is available for the access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/l723040035ode-of-Conduct- for-Board-and-Senior-Management.pdf.
Determination of Materiality of Information & Events:
The Board of Directors has laid down a Policy for Determination & Disclosure of Materiality of Events and Information, the management of the company determines the material events of the company in accordance with this policy and discloses them for the investors. The policy is available for access at the website of the Company at https://www. cmlgrgroup.com/uploads/investors/l723040099olicy-for-Determination-and-Disclosure-of-Materiali- ty-of-Events-and-Information.pdf.
Insider Trading Disclosure:
The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares, in excess of limits prescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Compliance Officer is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
Terms and Conditions for Appointment of Independent Directors:
The Company has framed policy relating to Appointment of Independent Directors. The policy is available for access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/l723039982erms-&-Condi- tions-of-Appointment-of-Independent-Directors.pdf.
Familiarization Programme for Independent Directors:
The Company familiarizes its Independent Directors with their roles, rights, responsibilities, liabilities, nature of the industry in which the Company operates, business model of the Company, risks and opportunities. The Board members including Independent Directors are also updated, from time to time with any significant changes in the ongoing events and development relating to the Company. The Company's Policy of conducting the Familiarisation Programme have been disclosed on the website of the Company at https://www.cmlgrgroup.com/uploads/ investors/l724415201amiliarization-Program-for-Independent-Directors.pdf.
Archival Policy:
The Board of Directors of your Company has adopted a policy relating to retention and archival of corporate records of the Company in accordance with requirements of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The policy is available for access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/l723040004rchival-Policy.pdf.
Policy for Preservation of Documents:
The Board of Directors of your Company has adopted a policy on Preservation of Documents as per Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available for access at the website of the Company at https://www.cmlgrgroup.com/uploads/investors/1723040017olicy-for-Preserva- tion-of-Documents.pdf.
OTHER DISCLOSURES:
Your Directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events related to these items during the year under review:
Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:
As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company.
Corporate Governance:
The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company but the Company adheres to good corporate practices at all times. Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Investors Education and Protection Fund
During the year under review no such events occurred which required to be reported under this category.
Disclosures with respect to Demat suspense account/ unclaimed suspense account
During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.
Disclosure of certain types of agreements binding listed entities
As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.
CAUTIONARY STATEMENT
The annual report including those which relate to the directors' report, management discussion and analysis report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.
ACKNOWLEDGEMENT:
The Board of Directors takes this opportunity to express their sincere gratitude and appreciation for the support and co-operation extended by all the stakeholders. The Directors appreciate the support the Company received from Auditors, Bankers and Central/ State Government authorities. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.