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Nitiraj Engineers Ltd			Industry : Electronics - Components


BSE Code:	538407	NSE Symbol:	NITIRAJ	P/E(TTM):	47.4

ISIN Demat:	INE439T01012	Div & Yield %:	0	EPS(TTM):	4.34

Book Value(Rs):	68.3505024	Market Cap ( Cr.):	210.86	Face Value(Rs):	10

Change Company

Dear Members,

Your Directors are pleased to present the 24^th Annual Report on the business and operation of the

Company together with the Audited Financial Accounts for the year ended 31^st March, 2023.

1. Financial Highlights

Financial results of your Company for the year ended 31^st March 2023 are summarized below.

(Standalone)

(Amount in Lac's)

	Financial Statement
Particulars
	2022-23	2021-22
Income from Operations	4607.95	3962.63
Other Income	47.02	58.22
Total revenue	4654.97	4020.85
Operating Costs	4286.03	3833.65
Profit before depreciation	368.94	187.20
Depreciation	368.06	313.26
Profit before exceptional item and Tax	0.89	(126.06)
Exceptional Item	18.89	319.42
Profit before Tax (PBT)	(18.00)	(445.48)
Tax expense	19.05	(109.74)
Profit for the year (PAT)	(37.05)	(335.74)
Basic EPS	(0.36)	(3.28)

2. Highlights Of Performance:-

Total Revenue for the year 2022-23 is Rs. 4607.95 lacs as compared to Rs. 3962.63 lacs in the previous year. Loss before Tax for the year was Rs. (18.00) lacs as compared to Loss of Rs.(445.48) lacs in the previous year. Loss after Tax for the year was Rs. (37.05) Lacs as compared to Loss of Rs. (335.74) lacs in the previous year.

3. Change In The Nature Of Business, If Any

There is no change in the nature of business carried out by the Company in the Year 2022-23.

4. Share Capital

There is no change in Share Capital of the company during financial year 2022-23.

5. Transfer To Reserves

The Board of the Company has decided to transfer loss of Rs.37.05Lacs to the Reserves of the

Company as on 31^st March 2023.

6. Capital Structure

The capital structure of the company as on 31.03.2023 is as follows:

The Authorized capital share capital of the company is Rs. 11,00,00,000 (Rupees Eleven Crore )

divided into 1,10,00,000 (One Crore Ten Lakhs) Equity shares of Rs. 10 Each.

The issued, subscribed and paid up share capital of the company is Rs 10,25,10,000 (Rupees Ten Crore Twenty Five Lakhs Ten Thousand ) divided into 1,02,51,000 (One Crore Twenty Five Lakhs One Thousand) Equity shares of Rs. 10 Each.

During the year under review the company has not issued any shares. The company has not issued

any shares with differential voting rights or sweat equity or granted stock options.

7. Dividend

In order to plough back the profits for the activities of the company and strategy of growth in the business through enhancing manufacturing capacity, your directors do not recommend any dividend for the financial year.

8. Change In Name

The company has not changed its name during financial year 2022-23.

9. The board and KMP :

(a) Composition of the Board of Directors :

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises of 6(Six) Directors, out of which 3 are Executive Directors, 3 is Independent Non-Executive Director and is that includes one Woman Director.

The Company has following composition of the Board:-

1 Mr. Rajesh Bhatwal Managing Director and Executive Director

2 Mrs. Shakuntala Bhatwal Whole Time and Women Director

3 Mr.Yi Hung Sin Whole Time Director

4 Mr. Pranit Anil Bangad Independent Director Non-Executive Director

5 Mr. Deepam Pradeep Shah Independent Director Non-Executive Director

6 Mr. AvinashRajaramChandsarkar Independent Director Non-Executive Director

(b) Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr. Yi Hung Sin(DIN No- 01953871), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends to re-appointment him.

(c) Company Secretary & Compliance Officer.

There was no change in the post of company secretary and compliance officer.

10. Material Changes Between the Date of The Board Report and End of Financial Year

There are material changes from the financial year ended 31^st March, 2023 to the date of signing of the Director's Report are as follows: Company expanding operations with Three New Branch Offices for EMFR based Analytical Weighing

Balances". The company's latest additions are located in the cities of Ahmedabad(Gujarat),

Secunderabad (Telangana), and Cuttack (Odisha).

Company Introduces "PW Series Electronic Weighing Scale with Enhanced Features".

Company received order from, Integrated Child Development Services, Andhra Pradesh, for supply

of 19,236 no of "PHOENIX Spring Type Mechanical Weighing Scale (Infant)".

11. Meetings Of Board of Director and Shareholders

During the year 2022-23Eleven Board of Directors meetings were held and five audit committee meetings and four nomination and remuneration committee meetings and three stakeholders' relationship committee meetings were held and the intervening gap between meetings was within the period prescribed under Secretarial Standards applicable to the company. During the Financial Year 2022-23, there were four shareholder meeting conducted.

12. Board Evaluation

Pursuant to the provision of the companies Act, 2013, Listing regulation along with other rules and regulation applicable, if any, the company has carried out the annual performance evaluation of its own performance, the director individually as well as the evaluation of the working of its committees, A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspect of the board functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of the individual director including the Chairman of the Board, who were evaluated on parameter such as level of engagement and contribution, independence of judgment, Safeguarding interest of the company and its minority shareholders, etc. The performance evolution of Independent Director was carried out by entire board. The performance evolution of the chairman and non-Independent Director was carried out by the Independent Director who also reviewed the performance of the secretarial Department. The Director expresses their satisfaction with the evaluation process.

13. Company Policy On Director's Appointment and Remuneration

The policy of the company on Director's appointment and remuneration including criteria for determining qualification, positive attributes, independence of Director and other matters provided under Sub section (3) 178, is explained in the corporate governance report.

14. Details Of Remuneration to Directors: -

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013and any other re-enactment(s) for the time being in force. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to section 197(12) of the

Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is given in Annexure.

15. Declaration By Independent Directors: -

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 during the year 2022-23, same

is enclosed herewith as Annexure.

16. Separate meeting of independent directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on Thursday, 24^th November, 2022 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

17. Board Independence

Our definition of 'Independence' of Directors is derived from Regulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. The Company is having following independent directors:

(i) Pranit Bangad (ii) Avinash Chandsarkar (iii) Deepam Shah

As per provisions of the Companies Act 2013 Independent Directors were appointed for a term of 5

(five) consecutive years and shall not be liable to retire by rotation.

18. Committees Of The Board

Currently, the Board has Six Committees:-The Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Internal Complaints Committee, Sexual Harassment Committee. All Committees, except the Corporate Social Responsibility Committee, Internal Complaints Committee and, Sexual Harassment

Committee consist of Independent Directors.

(a) Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The

Composition of the Committee is as under:

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairperson
Mr. Deepam Pradeep Shah (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member

(b) Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under Companies

Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
Mr. Deepam Pradeep Shah (ID)	Chairperson
Mr. Pranit Anil Bangad (ID)	Member
Mr. Avinash Rajaram Chandsarkar (ID)	Member

In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining the qualifications, attributes and Independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management. In line with the requirement, the Board has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management which is as follows.

(c) Stakeholder Relationship Committee: -

The Board has constituted Stakeholder Relationship Committee as required under Securities

Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015

("Regulations").

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairperson
Mr. Avinash Rajaram Chandsarkar (ID)	Member
Mr Rajesh Raghunath Bhatwal (ED)	Member

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted in compliance with the requirements

of Section 135 of the Companies Act, 2013, to undertake the below mentioned tasks:

A. To recommend, the policy on Corporate Social Responsibility (CSR) and Implementation of the CSR

Projects or program to be undertaken by the company, as per the CSR Policy for consideration and

approval by the Board of Directors.

B. Recommend, the amount of expenditure to be incurred on the corporate social responsibility activities; and

C. Monitor the implementation of the Company's corporate social responsibility policy.

During the financial year 2022-23, it was observed that CSR provisions not applicable to company, as company not satisfying criteria mentioned in section 135 of companies act, 2013. The Corporate Social Responsibility Committee comprises the following:

The Composition of the Committee is as under:

Name of the Member	Designation
Mr. Pranit Anil Bangad(ID)	Chairman
Mr. Avinash Rajaram Chandsarkar(ID)	Member
Mr. Rajesh Raghunath Bhatwal(ED)	Member

(e) Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling, reporting and solving.

Name of the Member	Designation
Mr. Pranit Anil Bangad (ID)	Chairman
Mr. Avinash Rajaram Chandsarkar (ID)	Member
Mr. Rajesh Raghunath Bhatwal (ED)	Member
Mrs. Shakuntala Rajesh Bhatwal (ED)	Member

(f) Prevention of Sexual Harassment Committee

The company has adopted policy on Prevention of Sexual Harassment Committee.

Name of the Member	Designation
Mr. Deepam Shah (ID)	Chairman
Mr. Avinash Rajaram Chandsarkar(ID)	Member
Mr. Rajesh Raghunath Bhatwal(ED)	Member
Mrs. Shakuntala Rajesh Bhatwal(ED)	Member

The company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31^st March, 2023, the company has not received any complaint pertaining to

sexual harassment.

In order to prevent Sexual Harassment of Women at Workplace a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9^th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted "Anti-Sexual Harassment Policy" constituted "Redressed Committee" as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013. During the year under review, no complaint of harassment at the workplace was received by the Committee.

19. Vigil Mechanism For Directors And Employees :

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy.

20. Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis.

21. Policy On Preservation Of The Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of

India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on

Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents

from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

22. Policy On Criteria For Determining Materiality Of Events

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). https://investor.nitiraj.net/wp-content/uploads/sites/319/2022/09/Policy-on-determination-of-Materiality-of-Events.pdf

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

23. Auditors :

a. Statutory Auditors:-

The Board of Director of the Company had appointed M/s. SHARP AARTH & CO, LLP Chartered Accountants, Jalgaon (FRN: 132748W), Statutory Auditors through Postal ballot dated on 16^th August 2022. In this regard, the Company has received certificate from the Auditors to the effect that, if they are appointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Accordingly, proposal for their re-appointment as Statutory Auditors is being placed before the shareholders for approval at the 24^th Annual General Meeting to hold office from Financial Year 2023-24 to 2026-27.

b. Secretarial Auditors:

The Board of Directors, on the recommendation of Audit Committee of the company has appointed M/s. D. Sagar & Associates, Aurangabad, Peer Reviewed Firm of Practicing Company Secretaries, having Membership No. F9518 and Certificate Practice No. 11547 as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2022-23. The Secretarial Audit Report in form No MR-3 for the Financial Year 2022-23 form part of the Annual Report, as Annexure to the Board Report.

c. Cost Auditor:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014 as amended from time to time, the Central Government has not prescribed the maintenance of Cost records under section 148(1) of the Companies Act, 2013, for any of the services rendered by the Company.

d. Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 (as amended) the Board of Directors on the recommendations of the Audit Committee of the Company has appointed M/s Agrawal Kucheriya & Company, Chartered Accountants, as an internal Auditor of the company for FY 2022-23.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors during the financial year to the Audit Committee and Board of Directors of the Company do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

24. Auditors' Report

Statutory Audit Report:-

M/s. SHARP AARTH & CO, LLP Chartered Accountants, Jalgaon (FRN: 132748W), have issued their Report for the Financial Year ended 31^stMarch 2023. Statutory Auditors not mentioned any Qualification, reservation, adverse remark or disclaimer in their report.

Reply to Adverse Remark Made by Statutory Auditor:

There are no adverse remarks made by the auditor of the company.

25. Related Party Transactions:

All transactions entered into with the related parties, as defined under the Companies Act,

2013,during the financial year, were in the ordinary course of business and on arm's length pricing basis, as per the management representation certificate provided to auditor of the company and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

A policy on the related party transactions was framed & approved by the Board and posted on the Company's website at below link: https://investor.nitiraj.net/wp-content/uploads/sites/319/2022/09/Related-Party-Transactions-Policy.pdf

However you may refer to Related Party Transactions as per the Accounting Standards in the Notes

forming part of financial statements.

26. Prevention of Insider Trading :

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Insider Trading Policy have posted on the website of the Company. https://investor.nitiraj.net/wp-content/uploads/sites/319/2022/09/Policy-of-prevention-of-Insider-Trading.pdf

The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing inshares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Nitiraj Engineers Limited at the time when there is unpublished price sensitive information.

27. Credit & Guarantee Facilities :-

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from

HDFC Bank Limited, from time to time for the business requirements.

28. Investors Education And Protection Fund

During the financial year 2022-23 ended 31^st March 2023 under review there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such no specific details are required to be given or provided.

29. Internal Audit Controls And Their Adequacy

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that, all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director. The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

30. Corporate Governance

The Company being listed on the EMERGE Platform of National Stock Exchange of India Limited therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not applicable to the Company. Further The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Hence no Corporate Governance Report is required to be disclosed with Annual Report. It impertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

31. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

32. Details of Associates

During the financial year 2022-23, company has sold 1100 shares of associate company, now

company's holding is less than 20% and therefore Hyper Drive Information Technologies Private

Limited (CIN U72200KA2005PTC036535) ceased to be an associate company of Nitiraj Engineers

Limited, as per Companies Act 2013

33. Significant And Material Orders Passed By The Regulators Or courts Or Tribunals Impacting The

Going Concern Status And Company's Operations In Future:

During the year under review there has been no such significant and material Orders passed by the

Regulators or Courts or Tribunals impacting the going concern status and Company's operations in

future.

34. Deposits From Public

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act,

2013 and The Companies (Acceptance of Deposits) Rules, 2014.

35. Particulars Of Loans, Guarantees Or Investments Under Section 186

The company has not given any loans or provided guarantees or made investments to third parties in which directors are interested as specified in section 185 of the Companies Act, 2013 during the year under review.

36. Insurance:

All the assets of the Company wherever necessary and to the extent required have been adequately

insured.

37. Employee relations:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

38. Status of Utilization of Proceeds Raised From IPO :

The Company has raised an amount of Rs. 2,200.80 Lacs through Initial Public Offer by getting itself listed on the main board Platform of National Stock Exchange of India Limited. The table below depicts the status of the utilization of the proceeds raised by the Company from IPO: Pursuant to the provisions of clause 43 of the listing agreement with the exchange, the disclosure is as follows:

The utilization of the issue proceeds as on 31^stMarch 2023 is as under:

Utilization of money raised through Initial Public Offer. The utilization of the issue proceeds as on

31^st March 2023 is as under: Utilization planned as per prospectus [Amt. Rs.Lac's]

Particulars	Utilization planned as per prospectus	Balance Amount to be utilized as on 31^stMarch, 2021	Utilization of IPO proceeds as during the FY 2021-22	Balance Amount to be utilized as on 31st March, 2022	Utilization of IPO proceeds as during the FY 2022-23	Balance Amount to be utilized as on 31st March, 2023
Development of new products	525.00	75.97	127.36	-	-	-
Setting up manufacturing Unit for the existing and new range of products	575.00	-	-	-	-	-
Expansion of Marketing Network and Brand building	500.00	360.01	153.15	206.86	175.93	30.93
General Corporate	500.00	-	-	-	-	-
Purposes Issue Expenses	100.80	22.92	-	22.92	-	22.92
Total	2200.80	458.90	280.52	229.78	175.93	53.85

39. Certificate

40. Particulars Of Employees

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexures to the Directors' Report.

41. Corporate Social Responsibility

In Financial year 2022-23, CSR provisions are not applicable to company, as company not satisfying

criteria mentioned in section 135 of Companies Act, 2013.

42. Registrar And Share Transfer Agent:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Private Limited situated at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, India.

43. Enhancing shareholders value :

Your Company believes that, its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building or growth, enhancing the productive asset and resource base and nurturing overall corporate reputation.

Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

44. Our Vision

To be a most adorable global partner to all the stake holders in every aspect of weighing

manufacturing.

45. Our mission :

By offering quality bales & premium weighing machines and timely service embedded with value driven culture resulting in finding new avenues to surpass global standards in every activity that needs to nurture the society to the better tomorrow.

46. Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014 in the prescribed Format MGT-9 will be made available on the website of the company after conclusion of the AGM.

47. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company,

(a) In preparation of the Annual Accounts for the financial year ended 31st March 2023, the applicable Accounting Standards have been followed along with proper explanation to material departures

(b) The Directors have selected Accounting Policies, consulted 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 as at end of the financial year and of the profit or loss of the Company, for that period. (c) The Directors have taken proper and sufficient care 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and (d) The Directors have prepared the Annual Accounts of the company on a going concern basis; (e) The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

48. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo :-

The particulars as prescribed under Sub Section (3)(m) of Section 134 of the Companies Act, 2013,

read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

The Company's core activity is Production of Weighing Scales and related which is core consuming sector. The Company is making every effort to conserve the usage of electricity. Also in the year April 2016 Company has installed solar Electricity Plant in its Corporate Office Dhule, by which Company is trying to save electricity.

The Company ensures that the manufacturing operations are conducted in the manner whereby

optimum utilization and maximum possible savings of energy is achieved.

A comparative Statement showing consumption of Electricity per kg of yarn manufactured during

the current and previous year is appended here with as Annexure.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

(i) Continuous research to upgrade existing products and to develop new products and services.

(ii) To enhance its capability and customer service the Company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

(i) Introduction of new and qualitative products.

(ii) Upgrade of existing products.

3. Future plan of action:

Nitiraj will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows (Amount in Rs)

Particulars	2022-23	2021-22
Foreign Exchange Earnings	19,59,260	34,31,398
Foreign Exchange Outgo	4,27,33,785	4,33,20,188

49. Dematerialization of securities:

The Company equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31^stMarch, 2023, all 1,02,51,000 equity share dematerialized viz. National Securities Depository Limited and Central Depository Services (India) Limited which represents whole 100% of the total issued subscribed and paid up capital of the company as on that date. The ISIN allotted to your Company is INE439T01012. Status of the

securities as on 31st March, 2023 hereunder:

	CDSL	NSDL	TOTAL
Share in DEMAT	1417271	8833729	10251000
Physical Shares	NIL	NIL	NIL

50. Management Discussion Analysis: -

The Management Discussion and Analysis forms part of this Annual report is annexed as annexure.

51. Compliances of Secretarial Standards:

The Board of Directors confirm that the Company has duly complied and is in compliance, with the applicable secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, during the financial year 2022-2023.

52. Suspension of Trading:

There was no occasion wherein the equity shares of the Company have been suspended for trading

during the FY 2022-2023.

53. Details of Application Made or Any Proceeding Pending Under the IBC 2016:

During the year under review no application was made further no any proceeding pending under

the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against of the company.

54. Details of Penalty Paid if any:

A non-compliance of Regulation 23 (9) of SEBI (LODR) Regulations, 2015 (Listing Regulations) has been observed during the reporting period and therefore a monetary penalty of Rs. 5,900 (Rupees Five Thousand Nine Hundred only) has been imposed on the company. The SEBI has reversed the fine amount through the letter dated 5^th April, 2023.

55. Acknowledgments

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers. Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Company's goals.

For and on behalf of Board of Directors,

NITIRAJ ENGINEERS LIMITED

	Sd/-
	DeepikaDalmiya
	Company Secretary &
	Compliance Officer
Date : 01/09/2023
Place : Mumbai