Atam Valves Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have the pleasure of presenting their Fortieth (40^th) Annual Report together with the Audited Financial Statements for the year ended March 31,2025.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') the Company has prepared its standalone financial statements for the FY 202425. The highlights of the standalone financial results of the Company for the FY 2024-25 and FY 2023-24 are as under:

(Amount Rs. in Lakhs except earnings per share)
Particulars	2024-25	2023-24
Revenue from Operations	6050.01	5259.75
Other Income	7.09	2.59
Less: Total expenditure before finance cost, depreciation, Exceptional items and Tax Expense	5054.55	4280.23
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1002.55	982.11
Less: Depreciation / Amortisation / Impairment	63.04	64.84
Profit / loss before Finance Costs, Exceptional items and Tax Expense	939.51	917.27
Less: Finance Costs	87.70	114.31
Profit / loss before Exceptional items and Tax Expense	851.81	802.96
Add / (less): Exceptional items	0	0
Profit / (loss) before Tax Expense	851.81	802.96
Less: Tax Expense (Current & Deferred)	221.92	219.76
Profit / (loss) for the year(1)	629.89	583.20
Other Comprehensive Income / loss (2)	(137)	1.74
Total Comprehensive Income (1 2)	628.52	584.94
Balance of profit / loss for earlier years	1401.19	974.47
Less: Transfer to Reserves	0	0
Less: Dividend paid on Equity Shares	85.97	158.22
Less: Dividend Distribution Tax	0	0
Balance carried forward	1943.74	1401.19

FINANCIAL RESULTS HIGHLIGHTS

• Revenue from Operations for the year ended 31st March 2025 is Rs. 6050.01 lakhs as against Rs. 5259.75 lakhs in the corresponding period of financial year, representing an increase of 15.03%.

• EBT for the year ended 31st March 2025 is Rs. 851.81 Lakhs as against Rs. 802.96 Lakhs in the corresponding period of the previous year, representing a decrease of 6.09%.

• Net profit for the year ended 31st March 2025 is Rs. 629.89 lakhs as against Rs. 583.20 lakhs in the corresponding period of the previous year, representing decrease of 8.01%.

• EPS of the Company for the year ended 31st March 2025 stood at Rs. 5.50 as compared to Rs. 5.21 in its previous year.

During the year under review, your company has done a very remarkable financial result and achieved a significant turnover of above Rs. 6050.01 lakhs for the first time in its history after completing 39 years. Due to increase in manufacturing, sales and trading sales and simultaneously increase in conversion activities during the year, the revenue from operations is increased by 15.03% from Rs. 5259.75 lakhs in previous year to Rs. 6050.01 lakhs during the present financial year 2024-25.

We as an organization remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.

The Company is committed to its vision to emerge as an efficient producer of Valves in the secondary market. The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology upgradation.

DIVIDEND

During the year, the board, based on the company''s performance , the directors are also pleased to recommend for your consideration and approval for payment of final dividend of Rs. 0.85/- per equity share of face value of Rs. 10/- each for the financial year 2024- 25. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs. 97,43,550/-. Pursuant to regulation 43A of the SEBI listing regulations, a dividend distribution policy is available on the company''s website viz https://www.atamvalves.in .

SHARE CAPITAL

The Company''s Authorised Share capital during the financial year ended 31st March, 2025, remained at Rs.15,00,00,000 comprising of 1,50,00,000 shares of Rs. 10/- The paid up equity share capital as on March 31, 2025 stood at Rs. 11,46,30,000/-comprising of 1,14,63,000 shares of Rs. 10/- each fully paid shares.

GENERAL RESERVE

Details in regards of reserves have been disclosed in financial statements of the company.

DEPOSITS

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL• Appointment/Re-Appointment

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. As on March 31, 2025, the Company has Eight Directors comprising of Four Executive Directors including 1 Women Director and Four Non-Executive Independent Directors including 1 Women Independent Director.

Board Changes During the Year

(i) Appointment and Re- appointment of Mr. Gaurav Jain, Independent Director

Appointment of Mr. Gaurav Jain (DIN: 08845759) was made on the board in the board meeting held on February 28, 2024 to fill the casual vacancy caused by sudden demise of Mr. Ravi Bhushan Jain. This appointment was approved by members in Postal ballot dated August 18, 2024 for a term upto next Annual General Meeting. Subsequently Mr. Gaurav Jain (DIN: 08848759) was reappointed as Non-Executive Independent Director of the Company for a further term of 05 (five) years commencing October 1, 2024 to September 30, 2029 (both days inclusive). This reappointment was approved by the Board of Directors in the board meeting held on September 4, 2024 and was subsequently approved by the members at the Annual General Meeting held on September 30, 2024.

(ii) Re-appointment of Mr. Amit Jain, Managing Director

During the year, Mr. Amit Jain (DIN: 01063087) was reappointed as Managing Director of the Company for a further period of Five (05) years with effect from September 7, 2024 to September 6, 2029 (both days inclusive). This reappointment was approved by the Board of Directors in the board meeting held on September 4, 2024 and was subsequently approved by the members at the Annual General Meeting held on September 30, 2024.

(iii) Re-appointment of Mrs. Pamila Jain , Wholetime Director

During the year, Mrs. Pamila Jain (DIN: 01063136) was reappointed as Wholetime Director of the Company for a further period of Five (05) years with effect from September 7, 2024 to September 6, 2029 (both days inclusive). This reappointment was approved by the Board of Directors in the board meeting held on September 4, 2024 and was subsequently approved by the members at the Annual General Meeting held on September 30, 2024.

(iv) Re-appointment of Mrs. Rajni Sharma, Independent Director

During the year, Mrs. Rajni Sharma (DIN: 08510736) was reappointed as Non-Executive Independent Director of the Company for a further term of 05 (five) years commencing October 1, 2024 to September 30, 2029 (both days inclusive). This reappointment was approved by the Board of Directors in the board meeting held on September 4, 2024 and was subsequently approved by the members at the Annual General Meeting held on September 30, 2024.

(v) Re-appointment of Mr. Surinder Kumar Salwan independent Director

During the year, Mr. Surinder Kumar Salwan (DIN: 08510741) was reappointed as Non-Executive Independent Director of the Company for a further term of 05 (five) years commencing October 1, 2024 to September 30, 2029 (both days inclusive). This reappointment was approved by the Board of Directors in the board meeting held on September 4, 2024 and was subsequently approved by the members at the Annual General Meeting held on September 30, 2024.

• Retirement by Rotation

Mr. Amit Jain (DIN: 01063087) retires by rotation and being eligible, offers himself for re-appointment.

A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

• Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mrs. Rajni Sharma, Mr. Parminder Singh, Mr. Surinder Kumar Salwan and Mr. Gaurav Jain are the Independent Directors of the Company as on date of this Report. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

• Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (''KMPs'') of the Company during FY 2024-25 were:

1. Mrs. Pamila Jain, Wholetime Director and Chief Financial Officer (CFO).

2. Mrs. Natisha Choudhary, Company Secretary & Compliance Officer.

3. Mr. Amit Jain, Managing Director

4. Mr. Vimal Parkash Jain, Wholetime Director cum Chairman

5. Mr. Bhavik Jain, Whole-Time Director

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report as Annexure-I.

• Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

• Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

1. Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and

gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

2. Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

3. Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The said policy is also available on the Company''s website URL: https://www.atamvalves.in/wp-content/uploads/Atam Valves Limited Nomination Remuneration Policv.pdf .

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders’ Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 14 (Fourteen) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board (Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee) held during the financial year 2024-25 also form part of the Corporate Governance Report.

AUDIT & ALLIED MATTERS• Audit Committee

The composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance section of the Annual Report. The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Companies Act, 2013 (Act) and Regulation 18 of SEBI Listing Regulations and other applicable provisions of SEBI Listing Regulations, as amended from time to time.

• Statutory Audit

“M/s J. C. ARORA & ASSOCIATES, Chartered Accountants (Firm Registration No. 012880N) are the Statutory Auditors of the Company and have conducted the statutory audit for the Financial Year 2024-25. They were appointed as Statutory Auditors of the Company at the 39th Annual General Meeting held during the financial year 2023-24, to hold office for a term of five consecutive years, i.e., from the conclusion of the 39th AGM until the conclusion of the 44th AGM of the Company, in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Statutory Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s P.S. RALLY & ASSOCIATES, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31,2025. The Report of the Secretarial Audit is annexed herewith as Annexure-II.

The Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer. Pursuant to amended provisions of Regulation 24A of the SEBI (LODR) Regulations and subject to your approval being sought at the ensuing AGM the M/s. P.S. RALLY & ASSOCIATES, Company Secretaries, Jalandhar (CP No. 5712; Peer Review Unit No. 3644/2023) has been appointed by the Board as Secretarial Auditors of the Company to undertake the Secretarial Audit of your Company for the first term of five (5) consecutive years from FY 2025-26 till 2029-30. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company. Brief details of M/s. P.S. RALLY & ASSOCIATES, Company Secretaries, are separately disclosed in the Notice of ensuing AGM.

• Internal Audit

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s SOHAN & ASSOCIATES, Chartered Accountants (Firm Registration No. 029391N), as the Internal Auditor of the Company to conduct auditing of the financial and other related records of the company and to furnish internal audit report (s) for the Financial Year 2024-25. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, review of statutory and legal compliances with applicable statutes / laws and assessing the internal control strengths in all these areas including financial reporting. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. The Internal Auditor reports directly to the Audit Committee. The Committee, while reviewing their performance scope, functioning, periodicity and methodology for conducting the internal audit, has taken into consideration their confirmation to the effect that their infrastructure viz., internal audit structure, staffing and seniority of the officials proposed to be deployed etc., are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

• Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, the Secretarial Auditors and Internal Auditors have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any fraud committed against the company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review the company has no subsidiary/associate & Joint Venture Company and as a result no consolidated financial statements have been prepared.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the company has not transferred any amount to Investor Education and Protection Fund (IEPF).

Further in terms section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the company has not transferred any number of equity shares to the demat account of Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (''CSR'') Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (''CSR Policy’) Rules, 2014 are set out in Annexure -V of this Report. The CSR Policy is available on Company’s website at URL: https://www.atamvalves.in/investor-relations/ .

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The requirement for Business Responsibility and Sustainability Reporting is not applicable for the year under review to the Company since it does not fall under the top 1,000 listed companies based on market capitalization.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of familiarisation program for Independent Directors have been disclosed in the policies section of the website of the Company and available at the web link: Atam Valves Limited Familiarization programme of Independent directors.pdf (atamvalves.in).

INTERNAL CONTROL/INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company implemented suitable controls to ensure its operational, compliance and reporting objectives. The company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also reviewed by the internal audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the audit committee. It ensures adequate internal financial control exist in design and operation.

M/s SOHAN & ASSOCIATES was the internal auditor of the company for the F.Y 2024-25 who conducted internal audit and submitted reports to the audit committee. The internal audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the company’s operations. The audit committee reviews the effectiveness of the company''s internal control system.

BOARD EVALUATION & CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto.

RISK MANAGEMENT

The company has a duly framed risk management policy as required under SEBI listing regulations. The Board of Directors oversees the risk management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

The company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The company emphasizes on those risks that threaten the achievement of business objectives of the group over the short to medium term. Your company has adopted the mechanism for periodic assessment to identify, analyse, and mitigate the risks.

The appropriate risk identification method depends on the application area, the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail. All the senior executives have the responsibility for over viewing management''s processes and which results in identifying, assessing and monitoring risk associated with organization''s business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk of the company.

Further, in carrying out the risk management processes, the senior executives of the company consider and assess the appropriateness and effectiveness of management information and other systems of internal control, encompassing review of the external auditor''s report to management on internal control and action taken or proposed resulting from those reports.

The risk management and internal control systems within the organization encompass all policies, processes, practices and procedures established by management and/ or the board to provide reasonable assurance that:

• Established corporate, business strategies and objectives are achieved ;

• Risk exposure is identified and adequately monitored and managed ;

• Resources are acquired economically, adequately protected and managed efficiently and effectively in carrying out the business

• Significant financial, managerial and operating information is accurate, relevant, timely and reliable and

• There is an adequate level of compliance with policies, standards, procedures and applicable laws and regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The company has a vigil mechanism and whistle blower policy under which the persons covered under the policy including directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the audit committee. Persons covered under the policy may also report to the chairman of the audit committee.

During the year under review, no employee was denied access to the chairman of the audit committee. No complaints were received under vigil mechanism & whistle blower policy during the financial year 2024-25.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

The Company has neither given any loans or guarantees nor made any investment during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at

https://www.atamvalves.in/wpcontent/uploads/Atam Valves Limited Related Party Transactions Policy.pdf .

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The company had not entered into any Contract/ Arrangements/ Transaction with related parties which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions are mentioned in Note No.39 of the notes to the Accounts.

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2024-25.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MANAGERIAL REMUNERATION AND REMUNERATION PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of directors u/s 197(12) of the act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-IV. The Remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act, 2013 annual return of the company is available on the website of the company at https://www.atamvalves.in/investor-relations/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI listing regulations, is presented in a separate section, forming part of this annual report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2024-25 till the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

Sr. No.	PARTICULARS		COMMENTS
A.	CONSERVATION OF ENERGY
(i)	Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its factory and attached facilities. The company is making every effort to ensure the optimal use of The steps taken or impact on conservation of energy. energy, avoid waste and conserve energy by using energy efficient equipment''s with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
	The steps taken by the company for utilizing alternate sources of energy.		Nil
	The capital investment on energy conservation equipment		Nil
B.	TECHNOLOGY ABSORPTION
	The efforts made towards technology absorption	Your company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution.		Nil
(iii)	In case of imported technology imported during the last three years reckoned from the beginning of the financial year.
	The details of technology imported		Nil
	The year of import		N.A.
	Whether the technology has been fully absorbed		N.A.
	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof and		N.A.
	The expenditure incurred on research and development		Nil

C. Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earnings and outgo are duly mentioned in the balance sheet.

DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY

2024-25.

Pursuant to section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the board of directors, to the best of its knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements 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 that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies act, 2013 and rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis.

5. 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.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MD & CFO CERTIFICATION

The MD and CFO of the company are required to give annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is also published in this report as Annexure-III.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere for work that is free from discrimination, harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under:

• No. of complaints received during the financial year - Nil

• No. of complaints disposed of during the financial year - Nil

• No. of complaints pending as on end of the financial year - Nil EQUITY SHARES LISTING, STOCK CODE AND LISTING FEE PAYMENT

Name and address of the Stock Exchange, Scrip code and Status of fee paid for the financial year 2024-25:

Name and Address of the Stock Exchanges	Stock code/Symbol	Status of fee Paid for FY 2024-25
BSE Limited -BSE-Corporate Office Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001	543236	PAID
National Stock Exchange of India Ltd-Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051	ATAM	PAID

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity.

DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the contribution made by the employees at all levels with dedication, commitment and team effort, which helped your company in achieving the performance during the year.

Your directors also acknowledge with thanks the support given by the government, bankers, members and investors at large and look forward to their continued support.

---

Mar 31, 2024

Your Directors have the pleasure of presenting their Thirty Ninth (39^th) Annual Report together with the Audited Financial Statements for the year ended March 31,2024.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') the Company has prepared its standalone financial statements for the FY 2023-24. The highlights of the standalone financial results of the Company for the FY 2023-24 and FY 2022-23 are as under:

(Amount C in Lakhs except earnings per share)
Particulars	1	2023-24	2022-23
Revenue from Operations		5259.75	4900.89
Other Income		2.59	23.95
Less: Total expenditure before finance cost, depreciation, Exceptional items and Tax Expense		4280.23	3809.83
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense		982.11	1115.01
Less: Depreciation / Amortisation / Impairment		64.84	71.72
Profit / loss before Finance Costs, Exceptional items and Tax Expense		917.27	1043.29
Less: Finance Costs		114.31	39.76
Profit / loss before Exceptional items and Tax Expense		802.96	1003.53
Add / (less): Exceptional items		0	0
Profit / (loss) before Tax Expense		802.96	1003.53
Less: Tax Expense (Current & Deferred)		219.76	236.77
Profit / (loss) for the year(1)		974.47	297.22
Other Comprehensive Income / loss (2)		1.74	3.97
Total Comprehensive Income (1 2)		584.94	770.73
Balance of profit / loss for earlier years		974.47	297.22
Less: Transfer to Reserves		0.00	0.00
Less: Dividend paid on Equity Shares		158.22	93.48
Less: Dividend Distribution Tax		0.00	0.00
Balance carried forward		1401.19	974.47

FINANCIAL RESULTS HIGHLIGHTS

• Revenue from Operations for the year ended 31^st March 2024 is C5259.75 lakhs as against C4,900.89 lakhs in the corresponding period of the previous year, representing an increase of 7.322%.

• EBT for the year ended 31^st March 2024 is C802.96 Lakhs as against C1003.53 Lakhs in the corresponding period of the previous year, representing a decrease of 19.986%.

• Net profit for the year ended 31^st March 2024 is C583.20 lakhs as against C766.76 lakhs in the corresponding period of the previous year, representing decrease of 23.939 %.

• EPS of the Company for the year ended 31^st March 2024 stood at C5.21 as compared to C7.34 in its previous year.

During the year under review, your company has done a very remarkable financial result and achieved a significant turnover of above C5259.75 lakhs for the first time in its history after completing 38 years. Due to increase in manufacturing, sales and trading sales and simultaneously increase in conversion activities during the year, the revenue from operations is increased by 7.322% from C4900.89 lakhs in previous year to C5259.75 lakhs during the present financial year 2023-24.

We as an organization remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.

The Company is committed to its vision to emerge as an efficient producer of Valves in the secondary market. The Company is also focused on increasing capacity utilization of all units, improving product-mix, reducing operating costs, launching new products and improving operational efficiency with technology upgradation.

DIVIDEND

During the year, based on the company''s performance, the Board of Directors are also pleased to recommend for your consideration and approval for payment of final dividend of C0.75/- per equity share of face value of C10/- each for the financial year 2023- 24. The final dividend on equity shares, if approved by the members would involve a cash outflow of C85,97,250/-. Pursuant to regulation 43A of the SEBI listing regulations, a dividend distribution policy is available on the company''s website viz https://www.atamvalves.in .

SHARE CAPITAL

The paid up equity share capital as on March 31,2024 stood at C11,46,30,000/- comprising of 1,14,63,000 shares of C10/- each fully paid shares.

During the year under review, Mr. Amit Jain had exercised the option to convert his 457500 equity warrants into Equity shares .Therefore, the Company has converted 4,57,500 Equity Warrants allotted to Mr. Amit Jain, Promoter of the Company into Equity Shares on 03.11.2023. Pursuant to conversion, Bonus Equity Shares were allotted in the ratio of 1:1 (i.e. One Bonus Equity Share for every One Equity Share). So, Mr. Amit Jain was allotted 4,57,500 equity bonus shares.

GENERAL RESERVE

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss.

DEPOSITS

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Appointment/Re-Appointment

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. As on March 31,2024, the Company has Eight Directors comprising of Four Executive Directors and

Four Non-Executive Independent Directors. There are two women directors.

In accordance with the provisions of the Companies Act 2013 read with SEBI (LODR) Regulations, 2015, on the recommendation of Nomination and Remuneration Committee, the board proposes the Re-Appointment of Mr. Amit Jain as Managing Director, Mrs. Pamila Jain as Whole-Time Director ,Mr. Surinder Kumar Salwan as Non-Executive Independent Director, Mr. Gaurav Jain as Non-Executive Independent Director and Mrs. Raj n i Sharma as Non-Executive Independent Director on the Board of the Company in the ensuing Annual general Meeting of the Company for approval of members.

• Retirement by Rotation

Mr. Bhavik Jain (DIN: 10241292) retires by rotation and being eligible, offers himself for re-appointment.

A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

• Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mrs. RAJNI SHARMA, Mr. PARMINDER SINGH, Mr. SURINDER KUMAR SALWAN and Mr. GAURAV JAIN are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

• Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (''KMPs'') of the Company during FY 2023-24 were:

1. Mrs. Pamila Jain, Wholetime Director and Chief Financial Officer (CFO).

2. Mrs. Natisha Choudhary, Company Secretary & Compliance Officer.

3. Mr. Amit Jain, Managing Director

4. Mr. Vimal Parkash Jain, Wholetime Director cum Chairman

5. Mr. Bhavik Jain, Whole-Time Director

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report as Annexure-I.

• Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

• Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

1. Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

2. Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

3. Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed

thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The said policy is also available on the Company''s website URL: https://www.atamvalves.in/wp-content/uploads/ Atam_Valves_Limited_Nomination_Remuneration_ Policy.pdf .

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders'' Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 14 (Fourteen) times during the year and the maximum interval between two meetings did not exceed 120 days. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the number of meetings of the Board of Directors including meetings of the Committees of the Board (Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee) held during the financial year 2023-24 also form part of the Corporate Governance Report.

AUDIT & ALLIED MATTERS

• Audit Committee

The composition, terms of reference and meetings of the Audit Committee are disclosed in the Corporate Governance section of the Annual Report. The Audit Committee of the Board acts in accordance with the terms of reference, which is in compliance with the provisions of Section 177 of the Companies Act, 2013 (Act) and Regulation 18 of SEBI Listing Regulations and other applicable provisions of SEBI Listing Regulations, as amended from time to time.

• Statutory Audit

M/S K.C KHANNA & CO., Chartered Accountants (Firm Registration No. 000481N), were appointed as the Statutory Auditors of the Company for a tenure of 5

years commencing from the conclusion of the 35^th AGM of the Company until the conclusion of the 40TH AGM of the Company to be held in the year 2025. However, they have resigned as the statutory auditor of the company on 02^nd May, 2024 due to reorganization of their firm and closure of branch office at Ludhiana from where statutory audit of the company was handled.

The Statutory Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

• Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s VISHAL SONI & ASSOCIATES,

a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2024. The Report of the Secretarial Audit is annexed herewith as Annexure-II.

The Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

• Internal Audit

M/s. J.C ARORA & ASSOCIATES, Chartered Accountants continues to be the Internal Auditor of the Company for the year ended March 31,2024. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, review of statutory and legal compliances with applicable statutes / laws and assessing the internal control strengths in all these areas including financial reporting. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of the Audit Committee on a regular basis to improve efficiency in operations. The Internal Auditor reports directly to the Audit Committee. The Committee, while reviewing their performance scope, functioning, periodicity and methodology for conducting the internal audit, has taken into consideration their confirmation to the effect that their infrastructure viz., internal audit structure, staffing and seniority of the officials proposed to be deployed etc., are adequate and commensurate to the scope, functioning, periodicity and methodology for conducting the internal audit.

However, they have resigned as the internal auditor of the company on 30^th May,2024 due to their appointment as statutory auditor of the company.

• Reporting of Frauds by Auditors

During the year under review, the Statutory auditor, the Secretarial Auditor and Internal Auditor has not

reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

SUBSIDIARY/ASSOCIATE & JOINT VENTURECOMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review the company has no subsidiary/associate & Joint Venture Company and as a result no consolidated financial statements.

TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND

During the year, the company has not transferred any amount to Investor Education and Protection Fund (IEPF).

Further in terms section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the company has not transferred any number of equity shares to the demat account of Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (''CSR'') Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (''CSR Policy'') Rules, 2014 are set out in Annexure -V of this Report. The CSR Policy is available on Company''s website at URL: https://www.atamvalves.in/ investor-relations/ .

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The requirement for Business Responsibility and Sustainability Reporting is not applicable for the year under review to the Company since it does not fall under the top 1,000 listed companies based on market capitalization.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of familiarisation program for Independent Directors have been disclosed in the policies section of the website of the Company and available at the web link: Atam_Valves_Limited_Familiarization_programme_of_ Independent_directors.pdf (atamvalves.in).

INTERNAL CONTROL/INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company implemented suitable controls to ensure its operational, compliance and reporting objectives. The company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also reviewed by the internal audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the audit committee. It ensures adequate internal financial control exist in design and operation.

M/s. J.C ARORA & ASSOCIATES was the internal auditor of the company for the F.Y 2023-24 who conducted internal audit and submitted reports to the audit committee. The internal audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the company''s operations. The audit committee reviews the effectiveness of the company''s internal control system.

BOARD EVALUATION & CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, compliance with code of conduct, vision and strategy, which is in compliance with applicable laws, regulations and guidelines. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Details of the same are given in the Report on Corporate Governance annexed hereto.

RISK MANAGEMENT

The company has a duly framed risk management policy as required under SEBI listing regulations. The Board of Directors oversees the risk management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

The company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The company

emphasizes on those risks that threaten the achievement of business objectives of the group over the short to medium term. Your company has adopted the mechanism for periodic assessment to identify, analyse, and mitigate the risks.

The appropriate risk identification method depends on the application area, the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail. All the senior executives have the responsibility for over viewing management''s processes and which results in identifying, assessing and monitoring risk associated with organization''s business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk of the company.

Further, in carrying out the risk management processes, the senior executives of the company consider and assess the appropriateness and effectiveness of management information and other systems of internal control, encompassing review of the external auditor''s report to management on internal control and action taken or proposed resulting from those reports.

The risk management and internal control systems within the organization encompass all policies, processes, practices and procedures established by management and/ or the board to provide reasonable assurance that:

• Established corporate, business strategies and objectives are achieved ;

• Risk exposure is identified and adequately monitored and managed ;

• Resources are acquired economically, adequately protected and managed efficiently and effectively in carrying out the business

• Significant financial, managerial and operating information is accurate, relevant, timely and reliable and

• There is an adequate level of compliance with policies, standards, procedures and applicable laws and regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The company has a vigil mechanism and whistle blower policy under which the persons covered under the policy including directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the audit committee. Persons covered

under the policy may also report to the chairman of the audit committee.

During the year under review, no employee was denied access to the chairman of the audit committee. No complaints were received under vigil mechanism & whistle blower policy during the financial year 2023-24.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

The Company has neither given any loans or guarantees nor made any investment during the year under review. The overall limit is within the powers of the Board as applicable to the Company in terms of the applicable provisions of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at

https://www.atamvalves.in/wpcontent/uploads/Atam_ Valves_Limited_Related_Party_Transactions_Policy.pdf .

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The company had not entered into any Contract/ Arrangements/ Transaction with related parties which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions are mentioned in Note No.39 of the notes to the Accounts.

INDEPENDENT DIRECTORS'' DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)

Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MANAGERIAL REMUNERATION AND REMUNERATION PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of directors u/s 197(12) of the act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-IV. The Remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

Pursuant to Section 136(1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act, 2013 annual return of the company is available on the website of the company at https://www.atamvalves.in/ investor-relations/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the financial year under review, as stipulated under the SEBI listing regulations, is presented in a separate section, forming part of this annual report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2023-24 till the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

Sr. No.	PARTICULARS	COMMENTS
A.	CONSERVATION OF ENERGY
•	The steps taken or impact on conservation of	Energy conservation is very important for the company and
	energy.	therefore, energy conservation measures are undertaken wherever practicable in its factory and attached facilities. The company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment''s with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
•	The steps taken by the company for utilizing alternate sources of energy.	Nil
•	The capital investment on energy conservation equipment	Nil
B.	TECHNOLOGY ABSORPTION
•	The efforts made towards technology absorption	Your company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
•	The benefits derived like product improvement, cost reduction, product development or import substitution.	Nil
•	In case of imported technology imported during the last three years reckoned from the beginning of the financial year.
	(a) The details of technology imported	Nil
	(b) The year of import	N.A.
	(c) Whether the technology has been fully absorbed	N.A.
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof and	N.A.
•	The expenditure incurred on research and development	Nil

C. Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earnings and outgo are duly mentioned in the balance sheet.

DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

Pursuant to section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the board of directors, to the best of its knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements 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 that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies act, 2013 and rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis.

5. 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.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MD & CFO CERTIFICATION

The MD and CFO of the company are required to give annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is also published in this report as Annexure-III.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere for work that is free from discrimination, harassment and has provided equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and gender. The Company believes that women should be able to do their work in a safe and respectful environment that encourages maximum productivity. The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of

women at work place and put in place proper dissemination mechanism across the Company. The Company has carried out awareness programmes / sessions on the mechanism established under this policy, across its various locations. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee(ICC) under The Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 (POSH), comprising of Presiding Officers and members with an appropriate mix of employees and external subject matter experts. During the period, the details of complaints received / resolved or pending are as under:

• No. of complaints received during the financial year - Nil

• No. of complaints disposed of during the financial year

- Nil

• No. of complaints pending as on end of the financial year

- Nil

EQUITY SHARES LISTING, STOCK CODE AND LISTING FEE PAYMENT

Name and address of the Stock Exchange, Scrip code and Status of fee paid for the financial year 2023-24:

Name and Address of the	Stock code/	Status of fee Paid for FY 2023-24
Stock Exchanges	Symbol
BSE Limited -BSE-Corporate Office Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001	543236	Pai PAID
National Stock Exchange of India Ltd- Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051	ATAM	PAID

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the contribution made by the employees at all levels with dedication, commitment and team effort, which helped your company in achieving the performance during the year.

Your directors also acknowledge with thanks the support given by the government, bankers, members and investors at large and look forward to their continued support.

---

Mar 31, 2023

Your Directors have the pleasure of presenting their Thirty Eighth (38^th) Annual Report together with the Audited Financial
Statements for the year ended March 31, 2023.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations'') the Company has prepared its standalone financial statements for the FY 2022-23.
The highlights of the standalone financial results of the Company for the FY 2022-23 and FY 2021-22 are as under:

(Amount '' in Lakhs except earnings per share)

Particulars	2022-23	2021-22
Revenue from Operations	4900.89	2033.06
Other Income	23.95	9.21
Profit / loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	4924.84	2042.27
Less: Depreciation / Amortisation / Impairment	71.72	91.31
Profit / loss before Finance Costs, Exceptional items and Tax Expense	4853.12	1950.96
Less: Finance Costs	3849.59	1762.37
Profit / loss before Exceptional items and Tax Expense	1003.53	188.59
Add / (less): Exceptional items	0	0
Profit / (loss) before Tax Expense	1003.53	188.59
Less: Tax Expense (Current & Deferred)	236.77	51.98
Profit / (loss) for the year(1)	766.76	136.61
Other Comprehensive Income / loss (2)	3.97	4.06
Total Comprehensive Income (1 2)	770.73	140.67
Balance of profit / loss for earlier years	766.76	136.61
Less: Transfer to Reserves	0.00	0.00
Less: Dividend paid on Equity Shares	93.48	41.25
Less: Dividend Distribution Tax	0.00	0.00
Balance carried forward	673.28	95.36

FINANCIAL RESULTS HIGHLIGHTS

• Revenue from Operations for the year ended 31^st March
2023 is D4900.89 lakhs as against D2033.06 lakhs in the
corresponding period of financial year, representing an
increase of 141.06%.

• EBT for the year ended 31^st March 2023 is D1003.53 Lakhs as
against D188.59 lakhs in the corresponding period of the
previous year, representing an increase of 432.12%

• Net profit for the year ended 31^st March 2023 is D766.76
lakhs as against D136.61 lakhs in the corresponding period
of the previous year, representing an increase of 461.28 %.

• EPS of the Company for the year ended 31^st March 2023
stood at D7.67 as compared to D1.45 in its previous year.

During the year under review, your company has done a very
remarkable financial result and achieved a significant turnover
of above D4900.89 lakhs for the first time in its history after
completing 38 years. Due to increase in manufacturing, sales
and trading sales and simultaneously increase in conversion
activities during the year, the revenue from operations is
increased by 141.06%. from D2033.06 lakhs in previous year
to D4900.89 lakhs during the present financial year 2022-23.

We as an organization remain vigilant to the ground
developments with confidence and optimism to manage
emerging scenarios.

The Company is committed to its vision to emerge as an
efficient producer of Valves in the secondary market. The
Company is also focused on increasing capacity utilization of
all units, improving product-mix, reducing operating costs,
launching new products and improving operational efficiency
with technology upgradation.

DIVIDEND

During the year, based on the company''s performance
, the directors are also pleased to recommend for your
consideration and approval for payment of final dividend
of D1.5 /- per equity share of face value of D10/- each for the
financial year 2022- 23. The final dividend on equity shares, if
approved by the members would involve a cash outflow of
D1,58,22,000/-. Pursuant to regulation 43A of the SEBI listing
regulations, a dividend distribution policy is available on the
company''s website viz https://www.atamvalves.in .

SHARE CAPITAL

The paid up equity share capital as on March 31,2023 stood at
D10,54,80,000/- comprising of 1,05,48,000 shares of D10/- each
fully paid shares. During the year under review, the company
has increased its Authorised Capital from D5,00,00,000 to
D6,50,00,000 in Extra- ordinary General Meeting held on
20.04.2022. The Company has allotted 23,49,000 Equity
warrants optionally convertible into Equity Shares (the total
Issue price per warrant is D52/- convertible into One Equity
Share of the Company having face value of D10/- including
a premium of D42/- per equity share) on 10.05.2022, out of
which 18,00,000 Equity Warrants were allotted to Mr. Amit
Jain, Promoter of the Company and rest 5,49,000 Equity
Warrants were allotted to Non- Promoter/ Public Category of
the Company.

On, 19.09.2022, 5,49,000 Equity Warrants allotted to Non-
Promoter/ Public Category of the Company were converted
into Equity Shares and on 30.09.2022, 6,00,000 (out of
18,00,000 Equity Warrants) allotted to Mr. Amit Jain, Promoter
of the Company were converted into Equity Shares. The funds
were utilised for the purpose stated in the objects and there
was no deviation from the same. The company has again
increased its Authorized Capital from D6.50 Crores to D15.00
Crores on 30.09.2022. The company has issued 52,74,000
Bonus Shares in the ratio of 1:1 on 29.10.2022.

GENERAL RESERVE

The Board of Directors has decided to retain the entire amount
of profit for the Financial Year 2022-23 in the statement of
profit and loss.

DEPOSITS

The company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the balance sheet as per section 73 and 76 of the Companies

Act, 2013 read with Companies (Acceptance of Deposits)
rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Re-Appointment

The composition of the Board of Directors and its Committees,
viz., Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee are
constituted in accordance with Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR), wherever applicable. As on
March 31, 2023, the Company has Six Directors comprising
of Three Executive Directors and Three Non-Executive
Independent Directors. There are two women directors.

In accordance with the provisions of the Companies Act
2013 read with SEBI (LODR) Regulations, 2015, on the
recommendation of Nomination and Remuneration, the
board proposes the Appointment of Mr. Bhavik Jain as
Wholetime Director, and Mr. Parminder Singh as Non
Executive Independent Director on the Board of the Company
in the ensuing AGM of the Company for approval of members.

In the opinion of the Board, Mr. Parminder Singh is a person of
integrity, fulfils requisite conditions as per applicable laws and
is independent of the management of the Company.

Retirement by Rotation

Ms. Pamila Jain (DIN: 01063136) retires by rotation and being
eligible, offers herself for re-appointment.

A resolution seeking shareholders'' approval for their
appointment/re-appointment along with other required
details forms part of the Notice.

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing
Regulations, Ms. Rajni Sharma, Mr. Ravi Bhushan Jain,
Mr. Surinder Kumar Salwan are the Independent Directors of
the Company as on date of this Report.

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they
meet the criteria of independence as laid down under
Section149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations. In terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience and are persons of high
integrity and repute. They fulfill the conditions specified in the

Act as well as the Rules made thereunder and are independent
of the management.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial
Personnel (''KMPs'') of the Company during FY 2022-23 were:

• Ms. Pamila Jain , Wholetime Director and Chief Financial
Officer(CFO).

• Ms. Natisha Choudhary, Company Secretary &
Compliance Officer.

• Mr. Amit Jain, Managing Director

• Mr. Vimal Parkash Jain, Wholetime Director cum Chairman

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Company''s Policy on Directors'' appointment and
remuneration and other matters provided in Section 178(3) of
the Act (salient features) has been briefly disclosed hereunder
and in the Report on Corporate Governance, which is a part of
this Report as Annexure-I.

Selection and procedure for nomination and appointment
of Directors

The NRC is responsible for developing competency
requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis
reflects in-depth understanding of the Company, including
its strategies, environment, operations, financial condition
and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a
periodic basis, including each time a director''s appointment
or re-appointment is required. The NRC reviews and vets
the profiles of potential candidates vis-a-vis the required
competencies, undertakes due diligence and meeting
potential candidates, prior to making recommendations of
their nomination to the Board.

Criteria for determining qualifications, positive attributes
and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and
Regulation 19 of the SEBI Listing Regulations, the NRC has
formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of
which are as follows:

• Qualifications - The Board nomination process encourages
diversity of thought, experience, knowledge, age and
gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.

• Positive Attributes - Apart from the duties of Directors
as prescribed in the Act, the Directors are expected
to demonstrate high standards of ethical behaviour,

communication skills and independent judgment. The
Directors are also expected to abide by the respective
Code of Conduct as applicable to them.

• Independence - A Director will be considered independent
if he / she meets the criteria laid down in Section 149(6) of
the Act, the Rules framed thereunder and Regulation 16(1)
(b) of the SEBI Listing Regulations.

The Directors affirm that the remuneration paid to Directors,
KMPs and employees is as per the Remuneration Policy of
the Company.

The said policy is also available on the Company''s website
URL: https://www.atamvalves.in/wp-content/uploads/Atam_
Valves_Limited_Nomination_Remuneration_Policy.pdf .

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas
and make informed decisions in line with the delegated
authority. The following Committees constituted by the Board
function according to their respective roles and defined scope:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders'' Relationship Committee

Details of composition, terms of reference and number
of meetings held for respective committees are given in
the Report on Corporate Governance, which forms a part
of this Report. Further, during the year under review, all
recommendations made by the various committees have
been accepted by the Board.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during the year
and the maximum interval between two meetings did not
exceed 120 days. The intervening gap between the meetings
was within the period prescribed under the Act and the SEBI
Listing Regulations. The details of the number of meetings of
the Board of Directors including meetings of the Committees
of the Board (Audit Committee, Nomination & Remuneration
Committee and Stakeholders Relationship Committee)
held during the financial year 2022-23 also form part of the
Corporate Governance Report.

AUDIT & ALLIED MATTERS

Audit Committee

The composition, terms of reference and meetings of the
Audit Committee are disclosed in the Corporate Governance
section of the Annual Report. The Audit Committee of the
Board acts in accordance with the terms of reference, which
is in compliance with the provisions of Section 177 of the
Companies Act, 2013 (Act) and Regulation 18 of SEBI LODR

and other applicable provisions of SEBI LODR, as amended
from time to time.

Statutory Audit

M/S K.C KHANNA & CO., Chartered Accountants (Firm
Registration No.000481N), were appointed as the Statutory
Auditors of the Company for a tenure of 5 years commencing
from the conclusion of the 35^th AGM of the Company until
the conclusion of the 40TH AGM of the Company to be held
in the year 2025.

The Statutory Auditor''s Report does not contain any
qualifications, reservations, adverse remarks or disclaimers.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Director appointed M/s
VISHAL SONI & ASSOCIATES, a firm of Company Secretaries in
Practice to conduct the Secretarial Audit of the Company for
the year ended March 31, 2023. The Report of the Secretarial
Audit is annexed herewith as Annexure - II. The said Secretarial
Audit Report does not contain any qualification, reservations,
adverse remarks and disclaimer.

Internal Audit

M/s. J.C ARORA & ASSOCIATES , Chartered Accountants
continues to be the Internal Auditor of the Company. Their
scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, review of statutory
and legal compliances with applicable statutes / laws and
assessing the internal control strengths in all these areas
including financial reporting. Internal Auditor findings are
discussed with the process owners and suitable corrective
actions taken as per the directions of the Audit Committee
on a regular basis to improve efficiency in operations. The
Internal Auditor reports directly to the Audit Committee.
The Committee, while reviewing their performance scope,
functioning, periodicity and methodology for conducting the
internal audit, has taken into consideration their confirmation
to the effect that their infrastructure viz., internal audit
structure, staffing and seniority of the officials proposed to be
deployed etc., are adequate and commensurate to the scope,
functioning, periodicity and methodology for conducting the
internal audit.

Reporting of Frauds by Auditors

During the year under review, the Statutory, the Secretarial
Auditors and Internal Auditor has not reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013
any fraud committed against the company by its officers or
employees, the details of which would need to be mentioned
in the Board''s Report.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE
COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS

During the financial year under review the company has no
subsidiary/associate & Joint Venture Company and as a result
no consolidated financial statements.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year, the company has not transferred any amount
to Investor Education and Protection Fund (IEPF).

Further in terms section 124(6) read with Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (IEPF Rules), as amended, the
company has not transferred any number of equity shares to
the demat account of Investor Education and Protection Fund.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of
the Companies Act, 2013, are not applicable on the company.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The requirement for Business Responsibility and Sustainability
Reporting is not applicable for the year under review to the
Company since it does not fall under the top 1,000 listed
companies based on market capitalization.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations,
Report on Corporate Governance along with the certificate
from a Practicing Company Secretary certifying compliance
with conditions of Corporate Governance is annexed to
this Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

The details of familiarisation program for Independent
Directors have been disclosed in the policies section of the
website of the Company and available at the web link: https://
www.atamvalves.in/investor-relations/.

INTERNAL CONTROL/INTERNAL FINANCIAL
CONTROL AND THEIR ADEQUACY

The company implemented suitable controls to ensure
its operational, compliance and reporting objectives. The
company has adequate policies and procedures in place for
its current size as well as the future growing needs. These
policies and procedures play a pivotal role in the deployment
of the internal controls. They are regularly reviewed to ensure
both relevance and comprehensiveness and compliance is
ingrained into the management review process.

Adequacy of controls of the key processes is also reviewed by
the internal audit team. Suggestions to further strengthen the
process are shared with the process owners and changes are
suitably made. Significant findings, along with management
response and status of action plans are also periodically
shared with and reviewed by the audit committee. It
ensures adequate internal financial control exist in design
and operation.

M/s. J.C ARORA & ASSOCIATES is the internal auditor of the
company for the F.Y 2022-23 who conducts internal audit and
submit reports to the audit committee. The internal audit is
processed to design to review the adequacy of internal control
checks in the system and covers all significant areas of the
company''s operations. The audit committee reviews the
effectiveness of the company''s internal control system.

BOARD EVALUATION & CRITERIA FOR EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and SEBI LODR Regulations, 2015, the Board carried out an
annual performance evaluation of its own performance, the
individual Directors as well as the working of the Committees
of the Board. The evaluation process inter alia considers
attendance of Directors at Board and committee meetings,
acquaintance with business, compliance with code of conduct,
vision and strategy, which is in compliance with applicable
laws, regulations and guidelines. The performance evaluation
of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the
Non- Independent Directors was carried out by Independent
Directors. The Directors were satisfied with the evaluation
results, which reflected the overall engagement of the Board
and its Committees with the Company. Details of the same are
given in the Report on Corporate Governance annexed hereto.

RISK MANAGEMENT

The company has a duly approved risk management policy
and constituted risk management policy as required under
SEBI listing regulations. The Board of Directors oversees the
risk management process including risk identification, impact
assessment, effective implementation of the mitigation plans
and risk reporting.

The company facets constant pressure from the evolving
marketplace that impacts important issues in risk
management and threatens profit margins. The company
emphasizes on those risks that threaten the achievement of
business objectives of the group over the short to medium
term. Your company has adopted the mechanism for periodic
assessment to identify, analyse, and mitigate the risks.

The appropriate risk identification method depends on the
application area, the nature of the project, the project phase,
resources available, regulatory requirements and client

requirements as to objectives, desired outcome and the
required level of detail.

All the senior executives have the responsibility for over
viewing management''s processes and which results in
identifying, assessing and monitoring risk associated with
organization''s business operations and the implementation
and maintenance of policies and control procedures to give
adequate protection against key risk of the company.

Further, in carrying out the risk management processes,
the senior executives of the company consider and assess
the appropriateness and effectiveness of management
information and other systems of internal control,
encompassing review of the external auditor''s report to
management on internal control and action taken or proposed
resulting from those reports.

The risk management and internal control systems within the
organization encompass all policies, processes, practices and
procedures established by management and/ or the board to
provide reasonable assurance that:

• Established corporate, business strategies and objectives
are achieved ;

• Risk exposure is identified and adequately monitored and
managed ;

• Resources are acquired economically, adequately
protected and managed efficiently and effectively in
carrying out the business

• Significant financial, managerial and operating
information is accurate, relevant, timely and reliable and

• There is an adequate level of compliance with policies,
standards, procedures and applicable laws and regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company promotes ethical behaviour in all its business
activities and has put in place a mechanism for reporting illegal
or unethical behaviour. The company has a vigil mechanism
and whistle blower policy under which the persons covered
under the policy including directors and employees are free
to report misuse or abuse of authority, fraud or suspected
fraud, violation of company rules, manipulations, negligence
causing danger to public health and safety, misappropriation
of monies, and other matters or activity on account of which
the interest of the company is affected. The reportable matters
may be disclosed to the vigilance officer who operates under
the supervision of the audit committee. Persons covered
under the policy may also report to the chairman of the
audit committee.

During the year under review, no employee was denied access
to the chairman of the audit committee. No complaints were

received under vigil mechanism & whistle blower policy
during the financial year 2022-23.

DETAILS OF LOANS, INVESTMENTS AND
GUARANTEES UNDER SECTION 186

The Company has neither given any loans or guarantees
nor made any investment during the year under review. The
overall limit is within the powers of the Board as applicable
to the Company in terms of the applicable provisions of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a Policy on
Related Party Transactions. The Policy can be accessed on
the Company''s website at https://www.atamvalves.in/
wp-content/uploads/Atam_Valves_Limited_Related_Party_
Transactions_Policy.pdf .

During the year under review, all related party transactions
entered into by the Company, were approved by the Audit
Committee and were at arm''s length and in the ordinary
course of business. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm''s
length basis. The company had not entered into any Contract/
Arrangements/ Transaction with related parties which is
required to be reported in Form AOC-2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014

All related party transactions are mentioned in Note No. 39 of
the notes to the Accounts.

INDEPENDENT DIRECTORS'' DECLARATION

The Company has received the necessary declaration from
each Independent Director in accordance with Section 149(7)
of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing
Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulations 16(1)
(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.

CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q)
read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014,
there is no change in the nature of business carried on by the
Company during the financial year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by the
Regulators or Courts or Tribunal, which would impact the
going concern status of the Company and its future operation.
However, Members attention is drawn to the Statement on
Contingent Liabilities and Commitments in the Notes forming
part of the Financial Statement.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of directors u/s 197(12)
of the act read with Rule 5(1) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report as Annexure-IV. The Remuneration
paid to all Key management Personnel was in accordance with
remuneration policy adopted by the Company.

Pursuant to Section 136(1) of the Companies Act, 2013,
the report of the Board of Directors is being sent to the
shareholders of the Company excluding the statement
prescribed under Rule 5 of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The said
statement is available for inspection by the shareholders at
the Registered Office of the Company during business hours.

ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act,
2013 annual return of the company is available on the website
of the company at https://www.atamvalves.in/investor-
relations/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the
financial year under review, as stipulated under the SEBI listing
regulations, is presented in a separate section, forming part
of this annual report.

MATERIAL CHANGES AND COMMITMENT AFFECTING
THE FINANCIAL POSITION

There were no significant material orders passed by the
regulators/courts/tribunals during the financial year 2022-23
which would impact the going concern status of the company
and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information in accordance with the provisions of section
134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, regarding conservation
of energy, technology absorption and foreign exchange
earnings and outgo are under:

Sr. No.	Particulars	Comments
(A)	Conservation of energy
(i)	The steps taken or impact on conservation of	Energy conservation is very important for the company and
	energy.	therefore, energy conservation measures are undertaken wherever practicable in its factory and attached facilities. The company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment''s with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
(ii)	The steps taken by the company for utilizing alternate sources of energy.	Nil
(iii)	The capital investment on energy conservation equipment	Nil
(B)	Technology Absorption
(i)	The efforts made towards technology absorption	Your company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution.	Nil
(iii)	In case of imported technology imported during the last three years reckoned from the beginning of the financial year.
	(a) The details of technology imported	Nil
	(b) The year of import	N.A.
	(c) Whether the technology has been fully absorbed	N.A.
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof and	N.A.
(iv)	the expenditure incurred on research and development	Nil

(C) Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earnings and outgo are duly
mentioned in the balance sheet.

DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the

Company, work performed by the internal, statutory and
secretarial auditors , including audit of internal controls
over financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of
the opinion that the Company''s internal financial controls
were adequate and effective during FY 2022-23.

Pursuant to section 134(5) of the Act, with respect to Directors''
Responsibility Statement, the board of directors, to the best
of its knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures.

2. The directors have selected such accounting policies and
applied them consistently and made judgements 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 that period.

3. The directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of companies act, 2013
and rules made thereunder for safeguarding the assets
of the company and for preventing and detecting fraud
and other irregularities.

4. The directors had prepared the annual accounts on a
going concern basis.

5. 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.

6. The directors had devised proper system to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

MD & CFO CERTIFICATION

The MD and CFO of the company are required to give annual
certification on financial reporting and internal controls to the
board in terms of Regulation 17(8) of listing regulation and
certification on financial results while placing the financial
result before the board in terms of Regulation 33 of listing
regulation and same is also published in this report as
Annexure-III.

STATEMENT UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere
for work that is free from discrimination, harassment and
has provided equal opportunities of employment to all
irrespective of their caste,religion, colour, marital status

Place: - Jalandhar
Date:-04.09.2023

and gender. The Company believes that women should be
able to do their work in a safe and respectful environment
that encourages maximum productivity. The Company has
a zero tolerance towards sexual harassment. The Company
has adopted a policy on prevention of sexual harassment of
women at work place and put in place proper dissemination
mechanism across the Company. The Company has carried
out awareness programmes / sessions on the mechanism
established under this policy, across its various locations. The
Company has complied with the provisions relating to the
constitution of Internal Complaints Committee (ICC) under
The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH), comprising of
Presiding Officers and members with an appropriate mix
of employees and external subject matter experts. During
the period, the details of complaints received / resolved or
pending are as under:

• No. of complaints received during the financial year - Nil

• No. of complaints disposed of during the financial year

- Nil

• No. of complaints pending as on end of the financial year

- Nil

EQUITY SHARES LISTING, STOCK CODE AND LISTING
FEE PAYMENT

Name and address of the Stock Exchange, Scrip code and
Status of fee paid for the financial year 2022-23:

Name and Address of the Stock Exchanges	Stock code	Status of fee Paid for FY 2022-23
BSE Limited (SME Platform) BSE-Corporate Office
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001	543236	Paid

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for
the contribution made by the employees at all levels with
dedication, commitment and team effort, which helped your
company in achieving the performance during the year.

Your directors also acknowledge with thanks the support
given by the government, bankers, members and investors
at large and look forward to their continued support.

For and on behalf of Board of Directors

Amit Jain

Managing Director
DIN: 01063087
95, ShaheedUdham Singh Nagar,
Jalandhar, Punjab-144008