About Inflame Appliances Ltd

Inflame Appliances Limited was originally formed as a partnership firm under the Partnership Act, 1932 ('Partnership Act') in the name and style of 'M/s Techno Engineering Corpn.' vide deed of partnership dated March 20, 2010 entered between Mr. Dinesh Kapoor and Mr. Karan Kapoor. Further the existing partners was retired from the partnership on March 11, 2014 and admitted new partners Mr. Sukhlal Jain and Mr. Praveen Jain. The partnership was reconstituted on July 13, 2015 and the existing partners retired from the partnership with the admission of new partners Mr. Aditya Kaushik and Mr. Dinesh Kaushik. The Partnership deed again reconstituted and new partners were admitted vide partnership deed dated October 16, 2017. Further the partnership firm 'M/s. Techno Engineering Corpn.' was thereafter converted into public limited company with the name and style of 'Inflame Appliances Limited' on November 14, 2017. Mr. Aditya Kaushik, Mr. Dinesh Kaushik, Mrs. Anita Kaushik, Mr. Amit Kaushik, Mrs. Ruchi Kaushik, Ms. Aneesha Kaushik and Mrs. Usha Kaushik, partners of M/s Techno Engineering Corpn., were the initial subscribers to the Memorandum of Association of the Company. Presently Mr. Aditya Kaushik, Mr. Dinesh Kaushik, and Mr. Amit Kaushik are Promoters of the Company. Inflame Appliances is an IS 4246:2002 certified company and engaged in manufacturing of LPG Gas Stove/ Cooktops in various range like Gas Stove in Sheet Metal, Gas Stove with Toughed Glass (Optional Auto Ignition) with range of 4 Burners/ 3 Burners/ 2 Burners and Sheet Metal Components for captive consumption in the state of Himachal Pradesh. Additionally the Company has Marketing agreements with Indian Oil Corporation Limited to market, sell, distribute, and promote of LPG Stoves through Indane Distributers to domestic Indane Customers. This arrangement can be renewed for a further period on mutual consent subject to the Company achieving the expected milestones as referred under the Market agreement. It has also made marketing arrangement with HPCL and BPCL for selling its products to their distributers and customers. Since the past years the focus of the Company has been in developing innovative product range under the brand 'Inflame'; entering into arrangements with distributors; tie-up with suppliers; and recruiting a sales team which gives a launch pad to take it forward. The company is also manufacturing the Glass top LPG Stove in 2/3/4 burner in premium ranges for brands like 'Hindware' and 'Avaante'. The company has also been part of PRIME MINISTER UJJWALA YOJANA (PMUY) launched by the Central Govt. of India for providing 5 Crore new gas connection to the people below poverty line in the country. This PMUY has created a huge demand for LPG gas stoves which helped the company to achieve higher growth. The scheme is now being extended to other poor class of the country and name of the scheme is UJJAWALA PLUS, which would offer another 3 crore new connections.

Inflame Appliances Ltd Chairman Speech

Dear Shareholders,

Dear Shareholders,

It gives me great pleasure to share with you the 2nd Annual Report of Your Company and share our journey through the last financial year.

Last Financial year was remarkable year for your company as Inflame Appliance Limited successfully commissioned production at new facility. At the outset, on behalf of board of directors and the team, we would like to take this opportunity to thank you for your support and confidence in your company during the growth phase of the company.

It is this trust that encouraged, enabled and inspired us to deliver a strong financial performance of Rs. 55.11 Crores in turnover clocking a 72% Growth and recorded the Profit after tax (PAT) Of Rs. 2.06 Crore registered the growth of 66%.This performance has been possible because of the combined efforts of our people who have worked with a strong focus and driven many innovative and impactful initiatives in the year gone by.

The macroeconomic scenario of the country remains strong with stable government in place, FDI inflows remains strong, asserting our attractive position in global scenario, Combined with some decisive steps for debt overhang resolution in industry this augurs well for investment climate in the country.

We are now getting ready to brace ourselves for a new tomorrow with the New Products added in our product basket, New facility and machines.

During the recent years Company bought 12175 sq meter of land on NH73, near Panchkula, Haryana for setting up new facility where approx 4500 Sq meter of sheds/office blocks are already Constructed. The Company shifted all its operations from Baddi, Himachal Pradesh to this new facility in phased manner during this year.

Company Added 15000 numbers per month of production capacity for Electric Chimneys, 5000 numbers per month of production capacity for Hobs and 1000 units per month production capacity for cooking range. Production Capacity for existing products have also Increased during last year. Steel Gas Stoves production capacity has also increased from 50000 to 125000 numbers per month and Glass Stoves from 5000 to 20000 pieces per month.

Within a month of completion of production capacity expansion, your company is able to achieve production of 2500 Pieces per month of Electrical Chimneys and expect to achieve approx 10000 pieces per month by second half of current financial year.

Average Current Steel Gas Stove Production is 75000 numbers Per Month and Glass Stoves Production is 4500 pieces Per Month and we expect to achieve production of 15000 pieces Glass Gas Stoves and 100000 Steel Gas Stoves numbers per month by October this year.

Your Company has Marketing agreements with Oil Marketing Companies to market, sell, distribute and promote LPG Stoves to domestic consumers using their Distribution channel which has over 16000 distributors across India. Currently Company supplies its products in the brand name of "INFLAME" through a network of its 40+ Distributors across India.

Apart above, your Company is also setting up its own distribution network for open markets to sell its products under the Brand Name of "INFLAME" in major states in India. Recently, Distributors Network has been set up in the States of

Maharashtra, Gujarat, West Bengal, Uttar Pradesh, Punjab, Haryana, Jammu & Kashmir and Himachal Pradesh. In time to come, this distribution network would be spread across pan-India and complete product range would be offered to consumers through this distribution network.

Your Company is also involved in manufacturing different models of gas stoves for Hindware since about 4 years and currently contribute to over 80% of their total demand. Recently, this partnership is also extended to manufacture chimneys for them. Apart from Hindware, your company has recently got into an agreement with AKAI INDIA for being exclusive manufacturer of electrical chimneys, Hobs and gas stoves for them under their brand. This partnership is expected to generate huge business opportunities for both companies. Your company has also been selected by BSH Home Appliances (BOSCH SIEMENS HOME APPLIANCES) to be in their pool of suppliers for Chimney. Recently, your company is also approved by Sun flame Appliances for supply of chimney under their brand name.

Your Company has completed the process of registering with Railway Coach Factory (RCF) for supplying of various stainless steel /mild steel components which are used in railway passenger wagon. Company’s unique facility are able to offer various components for railway coaches and company looks forward this segment and expect 5-10% of total revenue from this segment.

Your company started exports of various models of chimneys and gas stoves in nearby countries and have initiated process of exporting its products to various African countries. During current financial year, your company expects to achieve 15-20% of total revenue through exports.

I would like to thank our employees for their efforts, our customers for their trust, our vendors for their cooperation, our regulators for their oversight and our investors for their confidence in our abilities. These are the pillars that will drive our success as we set out to become a better, bigger & stronger organisation.

Thank you.

Yours sincerely

Aditya Kaushik

Chairman & Managing Director

June 03, 2019

Inflame Appliances Ltd Company History

Inflame Appliances Limited was originally formed as a partnership firm under the Partnership Act, 1932 ('Partnership Act') in the name and style of 'M/s Techno Engineering Corpn.' vide deed of partnership dated March 20, 2010 entered between Mr. Dinesh Kapoor and Mr. Karan Kapoor. Further the existing partners was retired from the partnership on March 11, 2014 and admitted new partners Mr. Sukhlal Jain and Mr. Praveen Jain. The partnership was reconstituted on July 13, 2015 and the existing partners retired from the partnership with the admission of new partners Mr. Aditya Kaushik and Mr. Dinesh Kaushik. The Partnership deed again reconstituted and new partners were admitted vide partnership deed dated October 16, 2017. Further the partnership firm 'M/s. Techno Engineering Corpn.' was thereafter converted into public limited company with the name and style of 'Inflame Appliances Limited' on November 14, 2017. Mr. Aditya Kaushik, Mr. Dinesh Kaushik, Mrs. Anita Kaushik, Mr. Amit Kaushik, Mrs. Ruchi Kaushik, Ms. Aneesha Kaushik and Mrs. Usha Kaushik, partners of M/s Techno Engineering Corpn., were the initial subscribers to the Memorandum of Association of the Company. Presently Mr. Aditya Kaushik, Mr. Dinesh Kaushik, and Mr. Amit Kaushik are Promoters of the Company. Inflame Appliances is an IS 4246:2002 certified company and engaged in manufacturing of LPG Gas Stove/ Cooktops in various range like Gas Stove in Sheet Metal, Gas Stove with Toughed Glass (Optional Auto Ignition) with range of 4 Burners/ 3 Burners/ 2 Burners and Sheet Metal Components for captive consumption in the state of Himachal Pradesh. Additionally the Company has Marketing agreements with Indian Oil Corporation Limited to market, sell, distribute, and promote of LPG Stoves through Indane Distributers to domestic Indane Customers. This arrangement can be renewed for a further period on mutual consent subject to the Company achieving the expected milestones as referred under the Market agreement. It has also made marketing arrangement with HPCL and BPCL for selling its products to their distributers and customers. Since the past years the focus of the Company has been in developing innovative product range under the brand 'Inflame'; entering into arrangements with distributors; tie-up with suppliers; and recruiting a sales team which gives a launch pad to take it forward. The company is also manufacturing the Glass top LPG Stove in 2/3/4 burner in premium ranges for brands like 'Hindware' and 'Avaante'. The company has also been part of PRIME MINISTER UJJWALA YOJANA (PMUY) launched by the Central Govt. of India for providing 5 Crore new gas connection to the people below poverty line in the country. This PMUY has created a huge demand for LPG gas stoves which helped the company to achieve higher growth. The scheme is now being extended to other poor class of the country and name of the scheme is UJJAWALA PLUS, which would offer another 3 crore new connections.

Inflame Appliances Ltd Directors Reports

Dear Shareholders,

The Board of Directors hereby presents 06th Annual Report of your Company ("the Company"), including the Standalone Audited Financial Statements, for the Financial Year ended on March 31, 2023.

FINANCIAL RESULTS:

The Company's financial performance for the year ended on March 31, 2023 is summarized below:

AMOUNT (J IN LAKHS)

COMPANY'S PERFORMANCE: STANDALONE FINANCIAL RESULTS:

During the year under review, the revenue from operation of the Company was stood at Rs. 7735.96 Lakh as against that of Rs. 3961.71 Lakh for previous year. Revenue from operation of the Company was increased by 95.27% over previous year. The Major increased in revenue from operation was due to increase in Domestic sales.

Profit before Tax for the financial year 2022-23 stood at Rs. 629.50 Lakh as against that of Loss of Rs. (202.61) Lakh making the net profit of Rs. 323.80 for the financial year 2022-23 as against the net Loss of Rs. (164.71) Lakhs for the financial year 2021-22.

During the year under review, Revenue from Operations of the Company was increased by 95.27% than that of previous year. However, increase in revenue also caused increase in cost of material and other operation expenses

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend for the financial year 2022-23 (Previous Year Nil).

TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit are carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there was no change in the registered office of the Company.

However, the Board of Directors of the Company approved the Corporate Office of the Company situated at Khasra No. 40/14-15-16-17/1, Bagwali, NH-73, Distt, Panchkula -134202, Haryana as the place other than Registered Office where Books of Accounts of the Company be kept.

SHARE CAPITAL:

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

AUTHORIZED CAPITAL SHARE CAPITAL:

During the year under review, vide Special Resolution passed by the Members through postal ballot on June 29, 2022, the authorized share capital of the Company have been increased from Rs. 7,00,00,000/-(Rupees Seven Crores Only) divided into 70,00,000 Equity Shares of Rs. 10/- each to Rs.10,50,00,000/- (Rupees Ten Crore Fifty Lakhs Only) divided into 1,05,00,000 Equity Shares of Rs. 10/- each.

The Authorized share Capital of the Company, as at closure of financial year 2022-23, was Rs.10,50,00,000/-divided into 1,05,00,000 Equity Shares of Rs. 10/- each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

During the year under review, the Members passed the Special resolution to create, issue, offer and allot Upto 6,66,000 Equity Shares at an Issue price of Rs. 382/- Per Equity Share (including a share premium of Rs. 372 Per Equity Share) aggregating to Rs.25,44,12,000/- on Preferential Basis to Non Promoter/Public.

On receipt of funds from Proposed Allottees 6,61,000 Equity Shares were allotted in Board Meeting held on July 9, 2022 to Non Promoter/Public Category Shareholder.

Further Upon receipt of 25% of issue price from the proposed allottees, 3, 80, 000 Warrants were also allotted by the Company in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 on July 15, 2021. Out of these warrants, 3, 50,000 warrants got converted into 3, 50, 000 Equity Shares of face value of Rs.10 each on March 02, 2022 upon receipt of written Notice & balance 75% of issue price from one of the warrant holder.

Further during the financial year 2022-23 remaining 30,000 warrants converted into 30,000 Equity Shares of face value of Rs. 10 each on September 02, 2022 upon receipt of written Notice & balance 75% of issue price from remaining two warrant holder.

Company applied for Listing Approval for 30,000 Equity Shares allotted on Preferential Issue Basis on July 09, 2022 and received Listing Approval from BSE Limited on July 19, 2022 & Trading Approval received as on October 12, 2022 from BSE.

Consequently above, the issued, subscribed and paid-up equity share capital of the Company stands increased to Rs. 7,34,10,000 (Rupees Seven Crore Thirty Four Lakh Ten Thousand Only) divided into 73,41,000 (Seventy Three Lakh Forty One Thousand only) Equity shares of Rs. 10 each allotted on the preferential allotment basis shall rank pari passu with the existing equity shares of the Company in all respects.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE:

The Company raised funds of Rs. 25,25,02,000/- (Rupees Twenty Five Crore Twenty Five Lakh Two Thousand Only) through Preferential Issue of shares & Rs. 40,50,000/- (Rupees Forty Lakh Fifty Thousand Only) through preferential issue of Warrants . The gross proceeds of the issue has been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

• Preferential Issue of Equity Shares

• Preferential Issue of Conversion of Warrants into Equity Shares

• CONSTITUTION OF BOARD:

As on the date of this report, the Board comprises of following Directors;

1. Committee includes Audit Committee and Stakeholder's Relationship Committee across all Public Companies.

2. Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

• DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

• BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are called & convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 12 times on May 20, 2022, May 27, 2022, June 13, 2022, June 27, 2022, July 07, 2022, July 09, 2022, July 30, 2022, September 02, 2022, September 17, 2022, November 14, 2022, December 15, 2022, and March 25, 2023. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 25, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there was change in constitution of the Board of Directors of the Company.

Retirement By Rotation And Subsequent Re-Appointment

Further, In accordance with the provisions of the Articles of Association and Section 152 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Naveen Kumar (DIN: 08743772) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

i. Change in Designation of Board of Directors

During the year under review Mr. Aditya Kaushik (DIN: 06790052) as a Chairman and Managing Director were re-appointed in the annual general meeting held on August 31, 2022 to hold office for further period of five years and liable to retire by rotation.

During the year under review Mr. Anusheel Kaushik appointed as additional director (Whole Time Director) of the Company in the board meeting held on March 25, 2023 subject to Allotment of Valid DIN to hold office till conclusion of ensuing Annual General meeting of the Company.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, during the FY 2022-23, the Company had Mr. Aditya Kaushik as Chairman and Managing Director, Mr. Ashwani Kumar Goel and Mr. Naveen Kumar as Whole Time Director, Mr. Amit Kaushik as CEO and CFO and Ms. Zalak Shah as Company Secretary and Compliance Officer of the Company as Key Managerial Personnel.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that: a) In preparation of Annual Accounts for the year ended March 31, 2023 the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for the year; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts for the year ended March 31, 2023 on going concern basis; e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

A. AUDIT COMMITTEE:-

The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com.

During the year under review, the Audit Committee met 2 (Two) times during the Financial Year 2022-23 on May 27, 2022, and November 14, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee. Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.inflameindia.com.

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Board of Directors has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com During the year under review, Stakeholder's Relationship Committee met 4 (Four) times viz on May 27, 2022, July 30, 2022, November 14, 2022 and March 25, 2023. The composition of the Committee and the details of meetings attended by its members are given below:

There was no complaint unresolved as on March 31 2023.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) times viz on July 30, 2022, and March 25, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.inflameindia.com.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2022-23 to Directors of the Company is provided in Form MGT-7 available on website of the company at https://inflameindia.com The aggregate amount paid towards Directors remuneration during the FY 2022-23 is Rs. 73,90,000/-

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

Our Company does not has any Subsidiary, Associate and Joint Venture Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions, i.e exceeding rupees one thousand crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower or a transaction involving payments with respect to brand usage or royalty entered into individually or taken together with previous transactions during the financial year, exceeding five percent of the annual consolidated turnover of the Company as per the last audited financial statements, made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.inflameindia.com.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company www.inflameindia.com.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

MATERIAL CHANGES AND COMMITMENT:

During the year, Company had received approval from Telangana Government for allotment of Land at Maheshwaram for our New Production Project & received Possession Certificate from Telangana State Industrial Infrastructure

Corporation Limited for taken over the possession of the Land located at No. 10 &21 measuring 8094.00 Sq. Mtrs at IP EMC Maheshwaram (V), Maheshwaram (M), Ranga Reddy District, Telangana State.

There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. March 31, 2023 to the date of this Report.

ALTERATION OF AOA:

During the year under review, Company has passed Special resolution at the annual general meeting held on August 31, 2022 altered the sub-clause (2) of Article No 14 of Article of Association of the Company.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure-B.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not applicable to the Company, hence there is nothing to mention for the year under review.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Gandhi Minocha and Company, Haryana (FRN: 000458N), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 6th Annual General Meeting(AGM) of the company to be held in the calendar year 2023.

M/s. Gandhi Minocha and Company, Chartered Accountant, Haryana (FRN: 000458N) proposed to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General Meeting, for the second term of Five consecutive years for a term till the conclusion of Eleventh Annual General Meeting to be held in the calendar year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-I. The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from a bank on the basis of security of current assets. However, on pursuance of documents submitted to us the quarterly returns or statements filed by the company with such banks are not in agreement with the books of account of the Company.

Reply by Management: Due to technical reasons, there was ambiguity in providing Data for current Asset valuation for the reason of which there is discrepancy in the statements filed with the Banks & Books of Accounts. However, now the Company has implemented ERP System which will enhance data quality and management so that such discrepancies would not arise in future.

II. The Company, the gross statutory dues of income tax or sale tax or service tax or duty of custom or duty of excise or value added tax or cess or Goods and Service Tax and any other statutory dues which have not been deposited on account of dispute or deposited under protest and the forum where the dispute is pending are given below:

Reply by Management: The Company has filed revised Income tax Return i.e ITR-6 for rectification with Department and The Company is still awaiting for response from department.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-C.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s SCS AND CO LLP, to conduct the secretarial audit of the Company for the Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2022-23 is annexed to this report as an Annexure-D.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:-

1. Sitting Fees of Independent Director is less than Sitting Fees paid to other Independent Directors. Management Reply: We are into discussion with Independent Directors to make uniform payment of Sitting Fees to all the Independent Directors

WEBSITE:

Your Company has its fully functional website www.inflameindia.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) Annual Report and other compliances on Corporate Social Responsibility; (v) There is no revision in the Board Report or Financial Statement; (vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

Inflame Appliances Ltd Company Background

Inflame Appliances Ltd Company Management

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Inflame Appliances Ltd Finished Product