Director's Report


Kaizen Agro Infrabuild Ltd
BSE Code 538833 ISIN Demat INE891N01017 Book Value (₹) 32.43 NSE Symbol N.A Div & Yield % 0 Market Cap ( Cr.) 34.16 P/E * 319 EPS * 0.05 Face Value (₹) 10
* Profit to Earning Ratio
* Earning Per Share

Dear Shareholders •.- . -

Your Directors have pleasure in presenting their Eighteenth Annual Report on the business and operations ofthe

Company together with the Audited Statement of Accounts for the year ended March 31, 2023.

Financial Highlights

During the year under review, performance of your Company as under:

Particulars

Year Ended 31st March, 2023 Year Ended 31st March, 2022
Turnover 2218.35 32.75
Profit/floss) before taxation 56.48 (17.04)
less: Tax Expense (14.78) (0.03)
Profit/floss) after tax 39.31 (17.07)
Add: Balance B/F from the previous year 195.42 212.50
Balance Profit / (loss) C/F to the next year 234.73 195.42

Note: The above mentioned figures in the Financial Highlight is based on the Report of Balance Sheet.

Ustlng of Equity Shares on BSE Mainboard Platform

The Directors are pleased to inform that the Company has got its Equity Shares re-listed on SSE Platform on September 01, 2022 upon forensic audit clearance. The Company has been regular in paying the listing Fees to the said Stock Exchanges on time.

Review of Operations

During the year under review the Company has recorded a turnover of Rs. 2218.35/- (Amount in lacs) as compared to Rs. 32.75 /- (Amount in lacs) in the previous year. The Company has booked a net profit of Rs. 56.48/- (Amount in lacs) as compared to a net loss of Rs. 17.04/- (Amount in lacs) in the previous year.

Share Capital

The Company has 214,148,880 Equity Share Capital for the Financial Year ended March 31, 2023. The Company has not increased its Capital throughout the year. However, the Company is in the process of raising rupees 45 crores by issuing 3 crores convertible share warrant on preferential basis of Rs. 10/- each at a premium of Rs. 5/-each as per the approval obtain from the shareholders through Postal Ballot on June 27, 2023. Consequently, the Company has raised.its Authorized Capital from 230,000,000 to 515,000,000/-

Dividends

In order to maintain a better liquidity position and conserve existing resources of the company, the Directors,

therefore, do not recommend any dividend for the Financial Year ended March 31, 2023.

Transfer to Reserves

The Company has reported a profit during the financial year ended March 31, 2023 amounting to Rs. 3,930,594/-

(after tax) and the same is being transferred to Reserve and Surplus.

Number of meeting of Board of Directors

During the Financial Year 2022-23, .Fifteen meetings of the Board of Directors were held. The Provisions of Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) were adhered to while considering the maximum time gap between any two meetings was less than one hundred and twenty days. Details of the Board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report. The date on which the Board Meeting were held is given below:

18.04.2022 22.04.2022 30.04.2022
30.05.2022 23.06.2022 20.07.2022
13.08.2022 27.08.2022 12.11.2022
01.12.2022 28.12.2022 30.12.2022
18.01.2023 21.03.2023 24.03.2023

Meeting of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 24, 2023 wherein the performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors ofthe Company.

Committees of the Board :

The Company has constituted / re-1:onstituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and sEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are prOVided in the Report on Corporate Governance forming part of this Annual Report.

Audit Committee :

The Audit Committee presently comprises of Mr. Ajay Kumar Khandelwal, Chairman, Mr. Bitu Pal and Mr. Pawan Kumar Jhunjhunwala as Members. The terms of reference of the Audit Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no

instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination & Remuneration Committee:

The Nomination & Remuneration Committee presently comprises of Mr. Ajay Kumar Khandelwal, Chairman, Mr. Bitu Pal and Ms. Mandeep Kaur Jaiswal as Members. The terms of reference of the Nomination & Remuneration

Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (1) of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 ofSEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee presently comprises of Mr. Ajay Kumar Khandelwal, Chairman, Mr. Bitu Pal and Mr. Pawan Kumar Jhunjhunwala as Members. The terms of reference of the Stakeholders Relationship Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (5) of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of SEBI (lODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part ofthis Annual Report.

State of the Company's Affairs

The Company's primary business was of Civii & Construction Works. There has been change in the business of the Company during the financial year ended March 31, 2023. The Company has entered into a new line of business

i.e agro business. "We, Mis. Anubhav Infrastructure limited had entered into diversified area of business during the Financial Year 2022-23 by foraying into the trading of agro products within the country and with major focus on exports. Hence we have applied to change the name of the Company from "ANUBHAV INFRASTRUCTURE LIMITED" to "KAIZEN AGRO INFRABUllD LIMITED" which is due to be approved by the Ministry of Corporate Affairs (MCA). We are also planning to expand our existing infrastructure based business which we are doing since last 17 years. We have a collective group of knowledge of around 30 years into the said infrastructure business. As India is a growing economy and with our honorable Prime Minister's "Shri Narendra

D. Modi" vision of promoting "Make in India" strategy, we are aggressively trying to move ahead and expand our existing infrastructure business in India and also enter into a new business of agro based product trading. We are well versed that Agriculture constitute an important part of Indian economy and considered as a primary source of income in rural areas. Agriculture is the primary source of livelihood for about 58% of India's population. It contributes 17% of India's GOP. Indian food and grocery market is the world's sixth largest, with retaii contributing 70 per cent of the sales. Contrary to popular understanding, the 1991 liberalisation completely bypassed the agricultural sector. Agriculture continues to remain one of the most regulated sectors in India. Agri-marketing is one of the weakest links in the system. Government has multiple initiatives for the agricultural sector considering the strategic nature and also the number of people associated with it. We as an aggregator and trader wants to encash this opportunity available in the India's primary source of

Income,"

Change in the nature of Business. if any

There has been change in the nature of business of the Company during the financial year ended March 31, 2023.

The Company has entered into a new line of business i.e agro business from the financial year 2022-23.

Material Changes and Commitments affecting financial position of the Company. occurring after Balance Sheet

date

There was material changes and commitments in the business operations of the Company 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 this report (19.08.2023).

The Company is in the process of raising rupees 45 crores by issuing 3 crores convertible share warrant on

preferential basis ofRs. 10/- each at a premium of Rs. 5/- each as per the approval obtain from the shareholders through Postal Ballot on June 27, 2023. Consequently, the Company has raised its Authorized Capital from

230,000,000 to 515,000,000/-.

The Company had entered into diversified area of business during the Financial Year 2022-23 by foraying into the trading of agro products within the country and with major focus on exports. Hence, the Company has applied for the change of name from "ANUBHAV INFRASTRUCTlJRE UMITED" to "KAlZEN AGRO INFRABUlW UMITED".

Annual Return

The Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules. 2014 is being uploaded in the website of the Company www.anubhavinfrastructure.com.

Loans. Guarantees and Investments

During the Financial year the Company has made Loan, Guarantees, and Advances & Investment within the limits as

prescribed under Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties:

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them. The said policy may be referred to at the Company's website at www.anubhavinfrastructure.com.

The Audit Committee reviews all related party transactions. All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arm's length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the listing Regulation.

There are no material contracts or arrangements entered into by the Company during the year with Related Parties.

There are no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed asAnnexure-11 is attached herewith and forms part of this Director's Report.

Conservation of Energy and Technology AbsOrption and Foreign Exchange Earnings and Outgo:

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as required under Section 134 (3)(m) ofthe Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures are annexed as Annexure-III and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and

diversification of the business of the Company.

a) Appointment of Independent Director

Mr. Ajay Kumar Khandelwal, (Din: 02186565) has been appointed as an Additional Non-Executive Independent

Director ofthe Company w.e.f December 28, 2022.

Mrs. Mandeep Kaur Jaiswal, (Din: 10077160) has been appointed as an Additional Non-Executive Independent Director of the Company w.eJ April 29, 2023.

b) Cessation in Directorship during the Year

Mr. Santanu Sen, (Din: 07020142), Non-Executive Independent Director had resigned from the post of director w.e.f

December 28, 2022.

Mrs. Rima Chandra, (Din: 07537182), Non-Executive Independent Director had resigned from the post of director

w.eJ April 29, 2023.

c) Statement on declaration given by Independent Directors under sub-Section (6) of Section 149

Your Company has received declarations from all the Independent Directors pursuant to Section 149 (7) of the

Companies Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both

under Section 149 (6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16 (1) (b) od SEBI (listing Obligations & Disclosure Requirements) Regulations, 2015.

d) Retirement by Rotation

During the financial year 2022-23, the Company has three Non-Executive Independent Directors, one Managing

Director and one Whole- Time Director. According to Companies Act, 2013 Independent Director is not liable to

retire by rotation and Mr. Pawan Kumar Jhunjhunwala, Whole- Time Director is liable to retire by rotation and being eligible, offers himselffor re-appointment.

The Board recommends his re-appointment with a view to avail her valuable advises and wise counsel.

A brief profile of the Director seeking appointment / re-appointment required under Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and Rule 14 (1) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being apPOinted or continuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure-VII and forms part of this Report.

e) Key Managerial Personnel :

Mr. Lalit Sureka, has been appointed for the post of Managing Director and Chief Financial Officer (Whole-time Key

Managerial Personnel) of the Company as per Section 203 of the Companies Act, 2013 w.eJ December 28,2022.

Mr. Dinesh Agarwal, had resigned from the post of Managing Director and Chief Financial Officer w.eJ December

28, 2022.

Mr. Pawan Kumar Jhunjhunwala has been appointed for the post of Whole- Time Director (Whole-time Key

Managerial Personnel) of the Company as per Section 203 of the Companies Act, 2013 w.e.f December 30,2022.

Mr. Lalit Sureka, had resigned from the post of Managing Director and Chief Financial Officer w.eJ December 30, 2022. Mrs. Pooja Agarwal, has been appointed for the post of Chief Financial Officer (Whole-time Key Managerial Personnel) of the Company as per Section 203 of the Companies Act, 2013 w.e.f April 29, 2023.

Mr. Ankur Hada, has been appointed for the post of Managing Director (Whole-time Key Managerial Personnel) of

the Company as per Section 203 of the Companies Act, 2013 w.e.f May 20,2023.

Mr. Dinesh Agarwal, has been appointed for the post of Chief Executive Officer (Whole-time Key Managerial

Personnel) of the Company as per Section 203 of the Companies Act, 2013 w.eJ July 18, 2023.

f) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company,

nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation

25 (7) of the SEBI (listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, thE' terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and

regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to act as a Director under the various provisions of the Companies Act, 2013, SEBI (lODR) Regulation, 2015, SEBI

(Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant

regulations. The details offamiliarization is available on Company's website www.anubhavinfrastructure.com.

Formal Annual Evaluation:

Pursuant to the requirements of the Companies Act, 2013 and the SEBI listing Regulations, evaluation of each member of the Board is done on an annual basis. One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (listing Obligations & Disclosure Requirements) Regulations, 2015.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole i. Frequency of meetings; ii. length of meetings; iii. Administration of meeting; iv. Number of Committees and their roles; v. Flow of information to Board members and between Board members vi. The quality and quantity of information; and vii. Disclosure of information to the stakeholders. b) Criteria for evaluation of individual Directors i. Commitment to fulfillment of Director's obligations and fiduciary responsibilities; ii. Attendance and contribution at Board/Committee meetings; iii. Ability to contribute by introducing best practices to address top management issues; iv. Monitoring management performance and development; v. Participation in long-term strategic planning vi. Ability to contribute and monitor corporate governance practices; vii. Statutory compliance & Corporate governance practices; viii. Time spent by each of the members; ix. Core competencies; and x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

Management Discussion and Analysis Report :

A separate report on Management Discussion and Analysis is annexed as part of Annual Report along with the

Auditors Certificate in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Subsidiaries, JVs or Associate Companies:

The Company does not have any Joint Ventures, Associate or Subsidiary Companies.

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure-IV. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the Company.

Directors Responsibility Statement:

Pursuant to clause (c ) of sub-section

(3) of Section 134 and Section 134

(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: a) Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b) Accounting Policies: The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. c) Proper Efficient and Care : The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) Going Concern Basis: The Directors had prepared the annual accounts on a going concern basis. e) Compliance with all laws : The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively. f) Internal Financial Controls: The Directors had laid down internal financial control to be followed by the Company and that such internal financial control are adequate and operating effectively.

Board;s Comment on the Auditor's Report :

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial

statements for the financial year 2022?23.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. There have no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during financial year 2022?23.

Risk Management Policy :

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring ani:! measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company. This policy is also available on the Company's website www.anubhavinfrastructure.com.

Internal Financial Control Systems:

1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved poliCies of the Company. In every half year ended during the approval of Financial Results, Internal Auditors present the Internal Audit Report.

2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information.

Whistle Blower Policvl Vigil Mechanism:

The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBllisting Regulation, 2015. The said policy may be referred to at the Company's website at the following web link www.anubhavinfrastructure.com. The Whistie Blower Policy aims at conducting the affairs of the Company in a fare and transparent manner by adopting the highest standard of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concern about un-ethical behavior, actual or suspected fraud or violation of code of conduct an ethics. It also provide for educate safeguards against the victimization of employees who able the mechanism an allows direct access to the Chairman of the Audit Committee in exceptional cases.

Corporate Governance:

A report on Corporate Governance pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (listing Obligations & Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2023 along with the Auditors Certificate on its compliance are annexed to this Annual Report.

CEO & CFO Certification :

The CEO & CFO Certificate on the financial statements of the Company as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. Transfer of Amounts to Investor Education and Protection Fund: Pursuant to applicable provisions of the Companies Act, 2013 ('ithe Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed. Therefore, there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF).

Auditors :

a) StatutOry Auditors:

Statutory Auditors: At the 18th Annual General Meeting of the Company held on September 30, 2023, Mis. Harsh Mita & Associates (Firm Registration Number: 327904E; Peer Review Registration No. 012927), were re-appointed as the Statutory Auditors ofthe Company to hold office from the conclusion of the 18th Annual General Meeting until the conclusion of the 23rd Annual General Meeting, subject to ratification by the shareholders.

Mis. Harsh Mita & Associates (Firm Registration Number: 327904E; Peer Review Registration No. 012927) "ave given their c()nsent for the proposed Re-appointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the members of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3) (g) ofthe Companies act, 2013 and that they are not disqualified for appointment.

The Auditor's Reports on the Standalone Financial Statements for the financial year ended March 31, 2023 provided by Mis. Harsh Mita & Associates does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

b) Internal Auditors :

Pursuant to Section 138 of the Companies Act, 2013 the Company Mis. Jain? Prasad & Co. has tendered his resignation for the post of Internal Auditor of the Company w.eJ April 29, 2023.

Mis. Roshni K Gupta & Associates, has been appointed as an Internal Auditor of the Company with effect

from April 29, 2023 to carry out the internal audit functions and activities of the Company.

c) Secretarial Auditor, Secretarial Compliance Report and ather Certificates

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Mis. Kalpana Tekriwal

& Associates (c.p No. 22484), Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2022-23. The Company had provided a" assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2022-23 is annexed to this reportAnnexure-1 (MR-3). There are no qualifications or adverse remarks in their Report. Also the Secretarial Compliance Report issued under Regulation 24A of SEBI listing Regulations is given in Annexure - VI and forms part of this Report.

As required under SEBI listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/Statutory Authorities. The

said Certificate is enclosed as Annexure - VII and forms part of this Report.

d) Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2D13.

Deposits :

During the year under review, your Company has not invited or accepted any deposits from the public under Section

76 of the Companies Act, 2013 and Rules made thereunder.

Corporate Social Responsibility :

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.

Code of Conduct :

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and aU employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as "Code of Conduct". The code has been posted on the Company's website www.anubhavinfrastructure.com.

Prevention of Insider Trading :

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is available on the website of the Company www.anubhavinfrastructure.com. The said policy has been revised effective from April 01, 2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. All Board Directors and the designated employees have confirmed compliance with the code.

Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressall Act 2013 : The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2022-23. A copy of the Policy against sexual harassment is posted on the Company's Website www.anubhavinfrastructure.com. Nomination and Remuneration Policy of the Company: The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto stating therein the Company's policy on Directors, payment of managerial remuneration, Directors qualifications, positive attributes, and independence of Directors by the Nomination & Remuneration Committee which was revised and reviewed by the Board of Directors. The said policy is furnished as Annexure-V And forms part of this report and also can be accessed at the Company's website at www.anubhavinfrastructure.com. Human Resources: The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year. Presently your Company does not have any employee falling within thescope of prescribed Section of the Companies Act, 2013 read with companies applied rules. Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals impacting the going concern status and Company's operation in future: There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future.

Compliance with Secretarial Standards on Board and General Meetings:

During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute

of Company Secretaries of India.

Indian Accounting Standards :

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting Standards (Ind-AS) from April 01, 2017. Accordingly, the financial statements of the Company for the financial year 2022-23 have been prepared as per Ind-AS.

Compliance with Secretarial Standards on Board and General Meeting:

During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute

of Company Secretaries of India.

Dematerialization of shares:

100% of the Company's paid up Equity Share Capital is in dematerialized form as on March 31, 2023 and only 5 shares is being held in physical form. Your Company has already sent three reminders to all concerned shareholders advising them to convert physical shares into demat form. The Company Registrar is Maheshwari Datamatics Private Limited, 23 R. N Mukherjee Road, 5th Floor, Kolkata -700 001.

Boards and Committees:

The details of Board and its Committees are given in the Corporate Governance Report.

General Disclosures:

The details of Board and its Committees are given in the Corporate Governance Report.

Details of Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no application made or proceedings pending in the name of the Company

under Insolvency & Bankruptcy Code, 2016.

Details of Difference between valuation Amount on One Time Settlement and valuation while availing loans from Banks & Financial Institution : During the year under review, there has been no one time settlement of loans taken from the Banks & Financial Institution.

Details of one time settlement with the Banks

The Company has not made anyone time settlement with any Banks or Financial Institutions.

Acknowledgement:

Your Board sincerely places on record the support extended by the Trade, Shareholders, Company's Bankers, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the Executives, officers, staffs and workers Of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.

By Order of the Board

For Anubhav Infrastructure Limited

Place: Kolkata

Ankur Hada Pawan Kumar Jhunjhunwala

Date : August 19, 2023

(Managing Director)

(Whole? Time Director)

Din: 10163731 Din : 10049668