డైరెక్టర్ల నివేదిక The Yamuna Syndicate Ltd.

Mar 31, 2025

2.00 FINANCIAL RESULTS AND HIGHLIGHTS:

2.01 The financial results of the Company are given below:

(? in Lakhs)

	Particulars	As at 31.03.2025	As at 31.03.2024
I.	ASSETS: Fixed Assets Other Non-current Assets Current Assets	37.18 4699.98 4985.03	40.00 4330.19 4884.71
	Total	9722.19	9254.90
II.	EQUITY AND LIABILITIES: Equity Non-current Liabilities Current Liabilities	9501.40 21.33 199.46	9114.06 17.94 122.90
	Total	9722.19	9254.90

		For the year ended 31.03.2025	For the year ended 31.03.2024
III.	Revenue from Operations	6482.01	6401.83
	Other Income	1598.92	2672.75
	Total Revenue	8080.93	9074.58
IV.	Total Expenses	6365.52	6300.17
V.	Profit before Tax (III-IV)	1715.41	2774.41
VI.	Tax Expenses including deferred tax	98.06	321.89
VII.	Profit/(Loss) after Tax (V-VI)	1617.35	2452.52
VIII.	Other Comprehensive Income/ (Expense)	(0.55)	1.56
IX.	Total Comprehensive Income for the year (VII VIII)	1616.80	2454.08
X.	Dividend paid during the year	1229.46	998.94
XI.	Balance carried to Profit & Loss Account	387.34	1455.14
XII.	Basic/Diluted earning per Share of Rs. 100/- each (Figures in Rupees)	526.20	797.92

3.00 STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

3.01 Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025
are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (‘Ind-
AS’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.02 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared
consolidated financial statements in respect to the Company and its Associate Company-Isgec
Heavy Engineering Limited.

3.03 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in Form
AOC-1 containing salient features of the financial statement of Associate Company is annexed
to the consolidated financial statements.

4.00 WEB-LINK OF THE ANNUAL RETURN:

4.01 As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013, the
Annual Return of the Company is placed on the website of the Company under web-link;
https ://yamunasyndicate.com/annual-returns/

5.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

5.01 Four Board Meetings were held during the year ended March 31, 2025.

6.00 DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134(31(0 OF THE
COMPANIES ACT, 2013:

6.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and based on the
representation received from the operating management, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2025,
the applicable Accounting Standards have been followed and there are no material
departures;

(b) The Directors have selected such accounting policies with the concurrence of the
Statutory Auditors and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the Company for the
financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and
ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013. They confirm that there are adequate systems
and controls 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 internal financial controls to be followed by the
Company, and these financial controls are adequate and are operating effectively; and

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

7.00 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6) OF THE COMPANIES ACT, 2013:

7.01 All the Independent Directors have furnished declarations that each of them meets the criteria of
Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and
Rule 6(1) and (2) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

8.00 POLICY ON DIRECTORS’ APPOINTMENT/ REMUNERATION OF DIRECTORS/
KEY MANAGERIAL PERSONNEL/ OTHER EMPLOYEES:

8.01 The Nomination and Remuneration Committee formulated the criteria for determining
qualifications, positive attributes and independence of a director and recommended to the Board,
a policy relating to the remuneration for the directors, key managerial personnel and other
employees. While formulating the policy, the Committee has taken into account:

i) that 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;

ii) that relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

iii) that 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.

8.02 The Nomination and Remuneration policy is available on the website at
https://yamunasyndicate.com/downloads/Nomination_and_Remuneration_Committee_Policy.pdf

9.00 AUDIT REPORT OF THE STATUTORY AUDITORS:

9.01 M/s. Moudgil & Co., Chartered Accountants, (Firm Registration No. 001010N) were appointed
as Statutory Auditors for a period of 05 years from the conclusion of 68^th Annual General
Meeting until the conclusion of 73^rd Annual General Meeting, to be held in the year 2027.

9.02 There is no qualification, reservation or adverse remark or disclaimer made by the Statutory
Auditors in the Auditors’ Report on standalone and consolidated financial statements for the
financial year ended March 31, 2025, needing explanation or comments by the Board.

9.03 The Auditors have not reported any frauds under sub-section (12) of the section 143 Companies
Act, 2013 and rules made there under, to the Audit Committee or to the Board of Directors.

10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

10.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section
186 of the Companies Act, 2013 as at March 31, 2025, are as under:-

Sr. No	Particulars	Face Value per share	Number of Shares	As at 31.03.2025	As at 31.03.2024
1.	Investment in Eauity Shares :	Re 1/-	33084798	4057.97	4057.97
	Isgec Heavy Engineering Ltd.
2.	Loan/Guarantee/Security :			Nil	Nil

11.00 SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE:

11.01 As at March 31, 2025, the Authorized Share Capital was Rupees 3,25,00,000/- divided into

3,25,000 equity shares of 100/- each and Issued, Subscribed and Paid up Share Capital was
Rs.3,07,36,500/- divided into 3,07,365 equity shares of 100/- each.

11.01 During the Financial Year 2024-25, there is no change in authorized, issued, subscribed and
paid-up equity share capital of the Company and the Company has not issued any kind of debt
instrument (Convertible/Non-convertible) or any convertible instruments.

12.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

12.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on
dealing with Related Party transactions as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been
disclosed on the website of the Company at:

https://yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and_on_

Dealing_with_Related_Party_Transactions.pdf

12.02 The particulars of contracts arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-1.

12.03 The Company has not entered into any contract/arrangement/transaction with related party(ies)
which may be termed as material in nature and not executed in ordinary course of business and
not on arm’s length basis.

12.04 The Company took necessary approval from the Audit Committee before entering into related
party transaction(s) as required under the provisions of the Companies Act, 2013 read with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

13.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT
DISCUSSION & ANALYSIS:

13.01 Overall trading operations during Fiscal-2025 were satisfactory. We were able to meet turnover
and profit targets for various businesses. This was despite suppressed demand and severe
competition in most of the sectors of our operation.

13.02 Operational profit is better in comparison to last year owing to earnings of target-based
incentives from some of the principals.

13.03 Overall net profit during the previous year was inclusive of a one-time gain of Rs 14.97 crore
arising from sale of Company’s property. If a year-on-year comparison is made leaving aside
this one-time gain, then the overall net profit this year is higher than last year largely owing to
increased dividend income (than last year) received from the Associate Company.

13.04 Battery trading business remained satisfactory despite a sizable drop in demand and pressure on
prices. The investment remained well under control.

13.05 Fuel Retail Outlet (diesel/petrol pump) continued to remain an important business segment
during the year. Sales turnover as well as profit were satisfactory. The demand situation is likely
to improve in the current year once the flyover in our vicinity (constructed recently) is thrown
open for traffic.

13.06 Performance of electrical goods trading has been satisfactory during the year. Volume of
distribution of water heaters increased in comparison to previous years. Investment in stock of
air conditioners remained high. However, we expect good business performance during the
current Fiscal.

13.07 On a positive note, trading of Gulf Oil automotive lubricants through our Himachal Pradesh
Branch during the year has been satisfactory. We continue to closely monitor timely realization
of our dues from our customers.

13.08 The future scenario appears optimistic and the overall economic situation during Fiscal-2026 is
likely to be good. Market conditions are likely to remain challenging, but we are confident of
booking our share of business.

13.09 Human relations in the Company continued to remain cordial and peaceful during the year. We
continued to provide on the job training to staff members. Our internal control systems were
found to be adequate, and we continue to frequently review our systems and processes, as well
as manpower resource availability, with a view to improve efficiency of working, reduce costs
and gear up for future needs.

13.10 As in previous years, we will continue to retain our focus on safety, quality and customer
service. We shall also endeavor to identify new product lines for the enhancement of our trading
operations. We shall also keep watch about any compelling need to exit from any of our present
trading activities.

13.11 In compliance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment)
Regulations, 2018, details of significant changes in key financial Ratio are given in Annexure-2.

14.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC
HEAVY ENGINEERING LIMITED (ASSOCIATE COMPANY):

14.01 It was a good year for the Associate Company. Profit was much better due to the higher
manufacturing segment’s turnover with a higher margin, and better margins in the Industrial
Projects segment.

14.02 The order backlog as of 1^st April 2025 is healthy in all lines of business of the Associate
Company and of its engineering subsidiaries.

14.03 The Associate Company has made capital investments to increase the manufacturing capacities
for almost all its product lines in the manufacturing segment and has been growing the revenue
and profits of the manufacturing segment for the past few years.

14.04 In the Industrial Projects segment, the Associate Company has been focusing on technology
intensive project orders with comparatively shorter execution periods, and on export markets.

14.05 The Associate Company is in a favorable position to supply products and services and participate
in India’s growth story, as India’s economy is expected to show good growth in the next few

15.00 AMOUNTS TRANSFERRED TO RESERVES, IF ANY :

15.01 No amount was transferred to the Reserves during the year ended March 31, 2025.

16.00 DIVIDEND:

16.01 Your Directors are pleased to recommend a final dividend of Rs. 500/- (five hundred) per equity
share of 100/- each for the financial year ended March 31, 2025. The final dividend, if approved
and declared in the forthcoming Annual General Meeting, will result outflow of Rs. 1536.82
lakhs.

16.02 Details of unclaimed dividend amounts transferred into Investor Education and Protection Fund
(IEPF), during the Financial Year 2024-25, are as under:

Sr.	Particulars	Unclaimed	Date of Transfer to
No		Dividend Amount	IEPF
		(Rs.)
1.	Final Dividend for the Financial Year 2016-17	60,240	18.10.2024

16.03 During the year, the Company has transferred 88 (Eighty-eight) unclaimed equity shares to
Investor Education and Protection Fund Authority.

16.04 Details of Unclaimed Dividend amounts are available on the website of the Company at :
https://yamunasyndicate.com/unclaimed-dividends-and-shares/

17.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

17.01 There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of the report.

18.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS & OUTGO:

18.01 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of
energy and technology absorption, are annexed as Annexure- 3.

19.00 RISK MANAGEMENT POLICY:

19.01 The Board has developed and implemented a Risk Management Policy for the Company for
identifying elements of risk, which in the opinion of the Board may threaten the existence of the
Company. All efforts are taken to mitigate risks.

19.02 The Risk Management Policy is available on the website of the Company at
https://yamunasyndicate.com/downloads/Risk_Management_Policy.pdf

20.00 CORPORATE SOCIAL RESPONSIBILITY:

20.01 Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility) Rules, 2014 as amended from time to time, are not applicable to the
Company. Therefore the Company has not constituted Corporate Social Responsibility
Committee of the Board of Directors.

21.00 DETAILS OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE
BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

21.01 On the recommendation of the Nomination and Remuneration Committee, the Board has
finalized a policy specifying manner for effective evaluation of performance of the entire Board,
Committees, Independent Directors and Individual Directors. Such Policy is available on the
website of the Company under the link :

https://yamunasyndicate.com/downloads/Performace_Evaluation_Policy.pdf

21.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment
through a detailed questionnaire to be completed by individual Directors.

21.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done
once in a year, after close of the year and before the Annual General Meeting.

21.04 Independent Directors have also evaluated the performance of Non-independent directors,
Chairman and the Board as a whole, at their separate meeting of Independent Directors.

22.00 CHANGES IN NATURE OF BUSINESS, IF ANY:

22.01 There is no change in the nature of business of the Company during the year.

23.00 DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/
RESIGNED DURING THE YEAR:

23.01 Mr. Kapil Bhalla (DIN: 00758498) was re-appointed as an Independent Director during the year
in the 70^th Annual General Meeting dated August 30, 2024 by way of Special Resolution, for his
second term of five years, upto and including August 29, 2029 or until the conclusion of the
75^th Annual General Meeting of the Company, to be held in the year 2029, whichever will be
earlier.

23.02 Mr. Ranjit Puri (DIN: 00052459) retired by rotation and was re-appointed as a Non-Executive,
Non- Independent Director, in the 70^th Annual General Meeting dated August 30, 2024.

23.03 Mrs. Vandana Gupta (DIN: 08772740), Independent Director of the Company has tendered her
resignation during the year, vide letter dated February 11, 2025 on account of pre-occupation
and other personal commitments. She has also confirmed in her resignation letter that there are
no material reasons for her resignation, other than those provided.

23.04 There is no change in other Directors/Key Managerial Personnel, during the year.

24.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

24.01 Mr. Kapil Bhalla (DIN: 00758498), who was re-appointed during the year as Non-Executive
Independent Director, is a Chartered Accountant and having good experience for over four
decades in managing organizations, finance, and having specialization in dealing with investors
and consumers and in advising companies for capital raising strategies and business planning.

24.02 In the Performance Evaluation conducted during the year 2024-25, the performance of Mr.
Kapil Bhalla was evaluated as satisfactory. He is effective and efficient in discharging his
responsibilities as an Independent Director of the Company. Accordingly, in the Board’s
opinion, he is a person of integrity and possesses relevant expertise and experience and that his
association would be of immense benefit to the Company in future.

24.03 In compliance with the Rule 6 of Companies (Appointment and Qualification of Directors),
Rules, 2014, his name is included in the Independent Directors data bank of the Indian Institute
of Corporate Affairs and he has successfully cleared online proficiency self-assessment test.

25.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES:

25.01 No new company has become or ceased to be a subsidiary, joint venture and associate company
during the year.

26.00 DEPOSITS :

26.01 The Company has not accepted any deposits from the public and as such, no amount on account
of principal or interest on deposits was outstanding as on the date of close of the financial year.

27.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

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

28.00 INTERNAL FINANCIAL CONTROLS:

28.01 The Company has adequate internal financial controls with reference to financial statements and
these are working effectively.

29.00 MAINTENANCE OF COST RECORDS:

29.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time, the provision of maintenance of cost
records is not applicable to the Company.

30.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints
received regarding sexual harassment.

30.02 The Company has not received any compliant during the year under report and none is pending.

31.00 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

31.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for Directors, Stakeholders,
Individual Employees and their Representative Bodies in accordance with Sub-section (9) and
(10) of Section 177 of the Companies Act, 2013 read with Rules made there under, Regulation
4(2)(d) and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time. Details of Vigil Mechanism/ Whistle Blower
Policy are given in the Corporate Governance Report.

31.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website of the Company
at https://yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf

32.00 COMPOSITION OF AUDIT COMMITTEE:

32.01 The composition of Audit Committee is as below:-

S.No.	Name of Committee Member	Position
1.	Mrs. Reva Khanna (DIN: 00413270)	Chairperson
2.	Mr. Kapil Bhalla (DIN: 00758498)	Member
3.	Mr. Aditya Puri (DIN : 00052534)	Member
4.	Mrs. Vandana Gupta (DIN : 08772740)	Member (*)

(*)Resigned from directorship with effect from February 11, 2025. Consequently, she has also been stepped
down as member of the Audit Committee of the Company with effect from February 11, 2025.

32.02 There is no recommendation by the Audit Committee which has not been accepted by the
Board.

33.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION
197(12) OF THE COMPANIES ACT, 2013:

33.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act,
2013 are annexed as Annexure- 4.

33.02 Detail about the employees in receipt of remuneration of not less than one crore and two lakh
rupees or above throughout the financial year or eight lakh and fifty thousand rupees per month
during any part of the year as required under Rule 5(2) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, is not given in the Boards’ Report, as there
is no such employees.

34.00 SECRETARIAL AUDIT REPORT:

34.01 The Board of Directors of the Company has appointed M/s. Pramod Kothari & Company,
Company Secretaries, to conduct the Secretarial Audit.

34.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr.
Pramod Kothari of M/s. Pramod Kothari & Company, is annexed as Annexure-5.

34.03 There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial
Auditors in the Secretarial Audit Report needing explanation or comments by the Board.

35.00 REPORT ON CORPORATE GOVERNANCE:

35.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-6.

36.00 INDUSTRIAL RELATIONS:

36.01 Industrial relations remained peaceful.

37.00 SECRETARIAL STANDARDS:

37.01 The Company complies with all applicable Secretarial Standards.

38.00 PERSONNEL:

38.01 The Board wishes to express its appreciation to all the employees of the Company for their
contribution to the operations of the Company during the year.

39.00 ACKNOWLEDGEMENTS:

39.01 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory
Authorities, and the Shareholders for their continued co-operation and support to the Company.

40.00 With these remarks, we present the Accounts for the year ended March 31, 2025.

For and on behalf of the Board of Directors of
The Yamuna Syndicate Limited

(Ranjit Puri)

Chairman
DIN:00052459

Date : May 30, 2025
Place : New Delhi

(The accompanying Annexures form an integral part of the Board’s Report).

---

Mar 31, 2024

1.00 The Board hereby presents its Report for the year ended March 31, 2024.

2.00 FINANCIAL RESULTS AND HIGHLIGHTS:

2.01 The financial results of the Company are given below:

(? in Lakhs)

	Particulars	As at 31.03.2024	As at 31.03.2023
I.	ASSETS: Fixed Assets Other Non-current Assets Current Assets	40.00 4330.19 4884.71	31.56 4076.06 3678.25
	Total	9254.90	7785.87
II.	EQUITY AND LIABILITIES: Equity Non-current Liabilities Current Liabilities	9114.06 17.94 122.90	7658.92 17.37 109.58
	Total	9254.90	7785.87

		For the year ended 31.03.2024	For the year ended 31.03.2023
III.	Revenue from Operations	6401.83	6837.45
	Other Income	2672.75	794.49
	Total Revenue	9074.58	7631.94
IV.	Total Expenses	6300.17	6666.05
V.	Profit before Tax (III-IV)	2774.41	965.89
VI.	Tax Expenses including deferred tax	321.89	77.91
VII.	Profit/(Loss) after Tax (V-VI)	2452.52	887.98
VIII.	Other Comprehensive Income/ (Expense)	1.56	(1.48)
IX.	Total Comprehensive Income for the year (VII VIII)	2454.08	886.50
X.	Dividend paid during the year	998.94	614.73
XI.	Balance carried to Profit & Loss Account	1455.14	271.77
XII.	Basic/Diluted earning per Share of Rs. 100/- each (Figures in Rupees)	797.92	288.90

3.00 STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

3.01 Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (‘Ind-AS’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.02 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements in respect to the Company and its Associate Company-Isgec Heavy Engineering Limited.

3.03 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in Form AOC-1 containing salient features of the financial statement of Associate Company is annexed to the consolidated financial statements.

4.00 WEBLINK OF THE ANNUAL RETURN:

4.01 As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013, the Annual Return of the Company is placed on the website of the Company at https://www.yamunasyndicate.com/AnnualReturn.html

5.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

5.01 Four Board Meetings were held during the year ended March 31, 2024.

6.00 DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134(31(0 OF THE COMPANIES ACT, 2013:

6.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and based on the representation received from the operating management, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls 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 internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

7.00 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

7.01 All the Independent Directors have furnished declarations that each of them meets the criteria of Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 6(1) and (2) of the Companies (Appointment & Qualification of Directors) fifth Amendment Rules, 2019.

8.00 POLICY ON DIRECTORS’ APPOINTMENT/ REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL/ OTHER EMPLOYEES:

8.01 The Nomination and Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees. While formulating the policy, the Committee has taken into account:

i) that 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;

ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii) that 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.

8.02 The Nomination and Remuneration policy is available on the website at www.yamunasyndicate.com/downloads/Nomination_and_Remuneration_Committee_Policy.pdf

9.00 AUDIT REPORT OF THE STATUTORY AUDITORS:

9.01 M/s. Moudgil & Co., Chartered Accountants, (Firm Registration No. 001010N) were appointed as Statutory Auditors for a period of 05 years from the conclusion of 68^th Annual General Meeting until the conclusion of 73^rd Annual General Meeting, to be held in the year 2027.

9.02 There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in the Auditors’ Report on standalone and consolidated financial statements for the financial year ended March 31, 2024, needing explanation or comments by the Board.

9.03 The Auditors have not reported any frauds under sub-section (12) of the section 143 Companies Act, 2013 and rules made there under, to the Audit Committee or to the Board of Directors.

10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

10.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section 186 of the Companies Act, 2013 as at March 31, 2024, are as under:-

in Lakhs)

Sr.	Particulars	Face Value	Number of	As at	As at
No		per share	Shares	31.03.2024	31.03.2023
1.	Investment in Eauity Shares :	Re 1/-	33084798	4057.97	4057.97
	Isgec Heavy Engineering Ltd.
2.	Loan/Guarantee/Security :			Nil	Nil

11.00 SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE:

11.01 As at March 31, 2024, the Authorized Share Capital was Rupees 3,25,00,000/- divided into

3,25,000 equity shares of 100/- each and Issued, Subscribed and Paid up Share Capital was'' Rs.3,07,36,500/- divided into 3,07,365 equity shares of 100/- each.

11.01 During the Financial Year 2023-24, there is no change in authorized, issued, subscribed and paid-up equity share capital of the Company and the Company has not issued any kind of debt instrument (Convertible/Non-convertible) or any convertible instruments.

12.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

12.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company at:

http://www.yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and

_on_Dealing_with_Related_Party_Transactions.pdf

12.02 The particulars of contracts arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-1.

12.03 The Company has not entered into any contract/arrangement/transaction with related party(ies) which may be termed as material in nature and not executed in ordinary course of business and on not arm’s length basis.

12.04 The Company took necessary approval from the Audit Committee before entering into related party transaction(s) as required under the provisions of the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION & ANALYSIS:

13.01 Trading operations during the fiscal-2024 has been a mixed bag. Many of the trading & manufacturing sectors showed suppressed demand, poor capacity utilization, and severe competition. Under the given conditions, the overall business performance has been unsatisfactory.

13.02 Revenue from trading operations has been around 6% lower than the previous year. The operational profit has been considerably lower than expectation for most of our traded products.

13.03 The overall net profits are substantially higher than previous year owing to increased dividend income received from the Associate Company and owing to substantial gain of Rs. 14.97 Crores on sale of freehold land and building of the Company situated at Kuruskhetra (Haryana). This property was no longer in use.

13.04 Battery trading business remained satisfactory despite a sizable drop in demand due to demand constraints and competition. On the positive side, investment remained well under control.

13.05 The Retail Outlet (diesel/petrol pump) continued to remain an important business segment during the year. However, there was a substantial dip in sales (and hence profit) owing to reduced demand in our vicinity caused by the ongoing flyover construction project, as well as setting up of a couple of additional Outlets not far from our location. In addition, there was no major bulk procurement of diesel by Isgec Heavy Engineering Ltd as the pump price is no longer remunerative to industry.

13.06 Electrical goods trading business remained satisfactory during the year. We successfully entered a new trading line in the form of distribution of Lloyd make Air Conditioners in Ambala District. (Lloyd is a brand owned by Havells India). As expected, there are a few teething problems. However, we expect good performance from the next Fiscal.

13.07 Our trading operations relating to automotive lubricants and auto spare parts are characterized by severe competition as well as chaotic & unorganized after-market. As a result, margins remain under pressure, and timely realization of outstandings is a constant challenge.

13.08 Trading of Gulf Oil automotive lubricants through our Himachal Pradesh Branch during the year has been unsatisfactory. There was severe disruption in Himachal on account of extreme weather related events. As a result, sales turnover remained below expectations. Furthermore, investment in the form of stores inventory and outstanding remain high.

13.09 Regarding the future scenario, the overall economic situation during Fiscal-2025 appears somewhat uncertain owing to existing global geo-political situation. Market conditions are likely to remain difficult, and we expect growing competition in the product segments currently handled by us.

13.10 Human relations in the Company continued to remain cordial and peaceful during the year. We continued to provide on the job training to staff members. Our internal control systems were found to be adequate. We continue to frequently review our systems and processes, as well as manpower resource availability, with a view to improve efficiency of working, reduce costs and gear up for future needs.

13.11 As in previous years, we will continue to retain our focus on safety, quality and customer service. We shall also endeavor to identify new product lines for the enhancement of our trading operations. We shall also keep watch about any compelling need to exit from any of our present trading activities.

13.12 In compliance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, details of significant changes in key financial Ratio are given in Annexure-2.

14.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVY ENGINEERING LIMITED (ASSOCIATE COMPANY):

14.01 It was a good year for the Associate Company. Profit was much better due to the higher manufacturing segment’s turnover with a higher margin.

14.02 The order backlog as of 1^st April 2024 is healthy in all lines of business of the Associate Company and of its engineering subsidiaries.

14.03 The Associate Company is making capital investments to increase the manufacturing capacities for almost all its product lines in the manufacturing segment and have been growing the revenue and profits of the manufacturing segment for the past few years.

14.04 In the EPC segment, the Associate Company is focusing on technology intensive project orders with comparatively shorter execution periods.

14.05 The Indian economy is poised for a rapid growth over the next few years, with significant investments coming up in almost all the customer industries, which are served by the Associate Company including Power, Sugar, Steel, Cement, Oil & Gas, Petrochemicals, Fertilizer and Railways. The Associate Company is in a favorable position to supply products and services and participate in India’s growth story.

14.06 The Associate Company’s wholly owned subsidiary, Saraswati Sugar Mills Limited, changed its sugar manufacturing process to refined sugar. This sugar has been well accepted in the market. The profitability of Saraswati Sugar Mills continues to be good.

14.07 The Associate Company’s step-down subsidiary, Cavite Biofuel Producers Inc., in the Philippines completed its Plant and started commercial production in April 2024.

15.00 AMOUNTS TRANSFERRED TO RESERVES, IF ANY :

15.01 No amount was transferred to the Reserves during the year ended March 31, 2024.

16.00 DIVIDEND:

16.01 Your Directors are pleased to recommend a final dividend of Rs. 400/- (Rs. Four Hundred) per equity share of 100/- each for the financial year ended March 31, 2024. The final dividend, if approved and declared in the forthcoming Annual General Meeting, will result outflow of Rs. 1229.46 Lakhs.

16.02 Details of unclaimed dividend amounts transferred into Investor Education and Protection Fund (IEPF), during the Financial Year 2023-24, are as under:

Sr. No	Particulars	Unclaimed Dividend Amount (Rs.)	Date of Transfer to IEPF
1.	Interim Dividend for the Financial Year 2015-16	29,460	20.04.2023
2.	Final Dividend for the Financial Year 2015-16	30,680	20.09.2023

16.03 During the year, the Company has transferred 02 unclaimed equity shares to Investor Education and Protection Fund Authority.

16.04 Details of Unclaimed Dividend amounts are available on the website of the Company at : https://www.yamunasyndicate.com/UnclaimedDividends.html

17.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

17.01 There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

18.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

18.01 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, are annexed as Annexure- 3.

19.00 RISK MANAGEMENT POLICY:

19.01 The Board has developed and implemented a Risk Management Policy for the Company for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. All efforts are taken to mitigate risks.

19.02 The Risk Management Policy is available on the website of the Company at hhttps://www.yamunasyndicate.com/downloads/Risk_Management_Policy.pdf

20.00 CORPORATE SOCIAL RESPONSIBILITY:

20.01 Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time, are not applicable to the Company. Therefore the Company has not constituted Corporate Social Responsibility Committee of the Board of Directors.

21.00 DETAILS OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

21.01 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized a policy specifying manner for effective evaluation of performance of the entire Board, Committees, Independent Directors and Individual Directors. Such Policy is available on the website of the Company under the link :

https://www.yamunasyndicate.com/downloads/Performace_Evaluation_Policy.pdf

21.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors.

21.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

21.04 Independent Directors have also evaluated the performance of Non-independent directors, Chairman and the Board as a whole, at their separate meeting of Independent Directors.

22.00 CHANGES IN NATURE OF BUSINESS. IF ANY:

22.01 There is no change in the nature of business of the Company during the year.

23.00 DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR:

23.01 Mr. Aditya Puri (DIN: 00052534) retired by rotation and was re-appointed as a Non-Executive Director in the 69^th Annual General Meeting dated August 24, 2023.

23.02 There is no change in other Directors/Key Managerial Personnel during the year.

24.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

24.01 No appointment/re-appointment of any Independent Director made during the year.

25.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT VENTURES. AND ASSOCIATES:

25.01 No new company has become or ceased to be a subsidiary, joint venture and associate company during the year.

26.00 DEPOSITS :

26.01 The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits was outstanding as on the date of close of the financial year.

27.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

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

28.00 INTERNAL FINANCIAL CONTROLS:

28.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

29.00 MAINTENANCE OF COST RECORDS:

29.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the provision of maintenance of cost records is not applicable to the Company.

30.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment.

30.02 The Company has not received any compliant during the year under report and none is pending.

31.00 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

31.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013 read with Rules made there under, Regulation 4(2)(d) and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. Details of Vigil Mechanism/ Whistle Blower Policy are given in the Corporate Governance Report.

31.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website of the Company at https://www.yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf

32.00 COMPOSITION OF AUDIT COMMITTEE:

32.01 The composition of Audit Committee is as below:-

S.No.	Name of Committee Member	Position
1.	Mrs. Reva Khanna (DIN: 00413270)	Chairperson
2.	Mr. Kapil Bhalla (DIN: 00758498)	Member
3.	Mr. Aditya Puri (DIN : 00052534)	Member
4.	Mrs. Vandana Gupta (DIN : 08772740)	Member

32.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

33.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

33.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure- 4.

33.02 Detail about the employees in receipt of remuneration of not less than one crore and two lakh rupees or above throughout the financial year or eight lakh and fifty thousand rupees per month during any part of the year as required under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014, is not given in the Boards’ Report, as there is no such employees.

34.00 SECRETARIAL AUDIT REPORT:

34.01 The Board of Directors of the Company has appointed M/s. Pramod Kothari & Company, Company Secretaries, to conduct the Secretarial Audit.

34.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Pramod Kothari of M/s. Pramod Kothari & Company, is annexed as Annexure-5.

34.03 There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors in the Secretarial Audit Report needing explanation or comments by the Board.

35.00 REPORT ON CORPORATE GOVERNANCE:

35.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-6.

36.00 INDUSTRIAL RELATIONS:

36.01 Industrial relations remained peaceful.

37.00 SECRETARIAL STANDARDS:

37.01 The Company complies with all applicable Secretarial Standards.

38.00 PERSONNEL:

38.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

39.00 ACKNOWLEDGEMENTS:

39.01 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

40.00 With these remarks, we present the Accounts for the year ended March 31, 2024.

By Order of the Board

(Aditya Puri) (Reva Khanna)

Dated : 30.05.2024 Director Director

DIN : 00052534 DIN : 00413270

---

Mar 31, 2018

1.0 The Board hereby presents its Report for the year ended 31st March, 2018.

2.0 FINANCIAL RESULTS AND HIGHLIGHTS:

2.1 The financial results of the Company are given below : (In INR Lakh)

	Particulars	As at 31.03.2018	As at 31.03.2017
I.	EQUITY AND LIABILITIES: -Equity -Non-Current Liabilities -Current Liabilities	5,788.91 267.05 212.23	4,801.92 360.72 155.52
	Total	6,268.19	5,318.16
II.	ASSETS: -Property, Plant and Equipment -Other Non-Current Assets -Current Assets	34.45 3,753.96 2,479.78	33.06 3,811.21 1,473.89
	Total	6,268.19	5,318.16
		For the year ended 31.03.2018	For the year ended 31.03.2017
III.	Revenue from Operations & Other Income	6,684.87	5,583.88
IV.	Total Expenses	5,520.05	4,702.84
V.	Profit before Tax (III-IV)	1,164.82	881.04
VI.	Tax Expenses	(71.37)	(10.32)
VII.	Other Comprehensive Income/ (Expense)	(4.57)	0.33
VIII.	Profit after Tax (V-VI VII)	1,088.88	871.05
IX.	Dividend including Tax	101.89	50.95
X.	Transfer to General Reserve	-	-
XI.	Balance carried to Profit & Loss Account	986.99	820.10
XII.	Basic/Diluted earning per Share of Rs. 100/- each	356	411

3.0 DIVIDEND:

3.1 Your directors are pleased to recommend a dividend ofRs. 30/- per share.

4.0 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION & ANALYSIS :

4.1 The profit before tax for the year is higher. The break-up is given below: (In INR Lakh)

Sl. No.	Particulars	For the year ended 31.03.2018	For the year ended 31.03.2017
1	Profit/(Loss) from Business	142.90	56.91
2	Dividend Income	1,021.92	824.13
3	Profit before tax	1,164.82	881.04

4.2 During the year, there is substantial growth in trading business of Batteries due to better area coverage. The situation is expected to continue in similar way during the current year also.

4.3 In the other Segments, the growth was normal. We expect sales and profits from other segments to remain stable.

4.4 The Management is continuously evaluating the viability of all its businesses to maintain and improve its profitability and also looking for new businesses so as to broaden its portfolio of products.

4.5 Listing of Shares on the BSE Ltd. (Bombay Stock Exchange):

The Shares of the Company are available for trading with Bombay Stock Exchange effective from March 01, 2018.

5.0 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVY ENGINEERING LIMITED (ASSOCIATE COMPANY):

5.1 The financial results for the year are satisfactory in spite of lower turnover and increase in costs as a result of increase in the raw material prices.

5.2 The company continued its efforts towards cost control and increase in productively.

5.3 The Associate company continues to be the market leader in India in most of its lines of business.

5.4 The company was able to book its first orders under the new technologies licensed from its foreign technology partners in recent years.

5.5 With the award of very large value orders in the later part of the year, the order book at the close of the year is at a record level. Accordingly, the company expects growth both in turnover as well as profitability in the current year.

5.6 In view of good business prospects for the manufactured products and sustained growth outlook, capacity and capability is being added through investments at the Tubing and Piping Shop at Rattangarh as well as Iron Foundry and Presses Shop at Yamunanagar.

5.7 Further, as required under Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form AOC-1 containing salient features of the financial statement of associate company is annexed to the consolidated financial statements.

6.0 CONSOLIDATED FINANCIAL STATEMENTS:

6.1 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements in respect of the Company and its Associate Company- Isgec Heavy Engineering Limited.

7.0 CHANGES IN DIRECTORS/KEY MANAGERIAL PERSONNEL: INDEPENDENT DIRECTORS :

7.1 Mr. Vinod Kumar Nagpal (DIN: 00147777) and Mr. D.D. Sharma (DIN: 00269699), were re-appointed during the year as Independent Directors to hold office for another term until the conclusion of Annual General Meeting to be held in the year 2019.

7.2 Mrs Reva Khanna (DIN: 00413270) was appointed as Additional Director (Independent) by the Board during the year.

7.3 All the Independent Directors have furnished declarations that each of them meets the criteria of Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL:

7.4 Mr. P. Sunder was appointed as Chief Executive Officer of the Company in place of Mr. R.N.Wakhloo, who expired during the year.

7.5 Mr. Mukesh Kumar Kamboj was appointed as Chief Financial Officer of the Company during the year.

8.0 POLICY ON DIRECTORS’ APPOINTMENT/ REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

8.1 The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the Company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

9.0 COMPOSITION OF AUDIT COMMITTEE:

9.1 The composition of Audit Committee is as below:-

Sr. No.	Name of the Committee Member	Position
1	Mr. Vinod K. Nagpal (DIN : 00147777)	Chairman
2	Mr. D.D. Sharma (DIN : 00269699)	Member
3	Mr. Aditya Puri (DIN : 00052534)	Member

10.0 VIGIL MECHANISM:

10.1 The Company has established a Vigil Mechanism for Directors and Employees in accordance with Subsection (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been disclosed on the website of the Company.

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

11.1 There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors’ Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.

11.2 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

12.0 ANNUAL EVALUATION BY THE BOARD :

12.1 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized a policy specifying manner for effective evaluation of performance of the entire Board, Committees, Independent Directors and Individual Directors. Such Policy has been disclosed on the website of the Company.

12.2 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual directors.

12.3 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

13.0 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

13.1 Six Board Meetings were held during the year ended 31st March, 2018.

14.0 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

14.1 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure- 1.

15.0 PARTICULARS OF DISCLOSURES UNDER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013:

15.1 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, are not required to be furnished since the Company is engaged in trading activity only.

15.2 There are no foreign exchange earnings and outgo.

16.0 EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SECTION 92(2) OF THE COMPANIES ACT, 2013:

16.1 An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith, as Annexure-II.

17.0 DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134(3) (c) & 134(5) OF THE COMPANIES ACT, 2013:

17.1 Pursuant to the requirement of Section 134(3) (c) & 134(5) of the Companies Act, 2013 (‘the Act’) and based on the representations received from the operating management, your Directors hereby confirm that:-

a) In the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures;

b) The Directors have selected such accounting policies with the concurrence of Statutory Auditors, and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for the financial year;

c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls 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 internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

18.0 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

18.1 There is no significant and material order passed by the regulators, courts or tribunals impacting the going concern status and company’s operations in future.

19.0 RISK MANAGEMENT POLICY:

19.1 The Board has developed and implemented a Risk Management Policy for the Company, including for identifying elements of risk, which, in the opinion of the Board, may threaten the existence of the Company. In terms of the Policy, the operating management, before accepting any order, reviews its conditions, including payment terms, and all steps are taken to mitigate risks.

19.2 The Company also takes adequate insurance to protect its assets.

20.0 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

20.1 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section 186 of the Companies Act, 2013 as on 31st March, 2018, are as under :-

Sr. No.	Particulars	Face Value per share	No. of Shares	Value in Rupees
1	Investment in Equity Shares : Isgec Heavy Engineering Ltd.	10	3296526	32965260
2	Loan/Guarantee/Security	NIL	NIL	NIL

20.2 The Company did not make any investment during the year, including investment in shares of Associate Company - Isgec Heavy Engineering Limited, which is same as at the commencement of financial year.

21.0 PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES:

21.1 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company.

21.2 The particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-III.

22.0 REPORT ON CORPORATE GOVERNANCE:

22.1 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-IV.

23.0 SECRETARIAL AUDIT REPORT:

23.1 The Board of Directors of the Company has appointed M/s. R.K. Bhalla & Associates, Company Secretaries, to conduct the Secretarial Audit.

23.2 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. R.K. Bhalla & Associates, Companies Secretaries, is annexed as Anneuxure-V.

24.0 INTERNAL FINANCIAL CONTROLS:

24.1 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

25.0 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

25.1 There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

26.0 PERSONNEL:

26.1 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

27.0 INDUSTRIAL RELATIONS:

27.1 Industrial relations remained peaceful.

28.0 ACKNOWLEDGEMENTS:

28.1 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

29.0 With these remarks, we present the Accounts for the year ended 31st March, 2018.

By Order of the Board

Dated : 30.05.2018 (D.D. Sharma) (Aditya Puri)

Place : Noida (U.P.) Director Director

DIN: 00269699 DIN: 00052534

Encl. Annexure I to V.