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Chandra Bhagat Pharma Ltd Industry :  Trading
BSE Code
542934
ISIN Demat
INE07QQ01016
Book Value (Rs)
36.4194196
NSE Symbol
N.A
Divident Yield %
0
Market Cap
(Rs In Cr.)
87
P/E (TTM)
95.71
EPS (TTM)
1.2
Face Value
(Rs)
10

To,

The Members,

CHANDRA BHAGAT PHARMA LIMITED

Your Directors have pleasure in submitting their 20rh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.

FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

PARTICULARS

Year Ended 31.03.2023 (In Lacs) Year Ended 31.03.2022 (In Lacs)
Income from operations 11,967.22 9,407.56
Other Income 29.31 162.02
Total re venue 11,996.53 9,569.58
Total Expenses 11,880.34 9,459.96
Profit before tax 116.19 109.62
Current Tax 29.33 27.08
Deferred Tax Charge 0. 16 0. 24
Tax Expenses of Earlier years (3.85) 2.63
Profit after tax 90.54 79.67

BUSINESS OPERATION:

The year under the review is having higher turnover and profit by way of financial performance, as company by earlier year. Your directors are expecting robust growth in near future.

The Gross income from operations of your Company is Rs. 11,967.22/- (in lacs) as against Rs. 9,407.56/- (in lacs) in the previous year. The net profit after tax for the year under review is Rs. 90.54 /- (in lacs) as against Rs. 79.67 /- (in lacs) in the previous year.

DIVIDEND

The Board of Directors' do not recommend any dividend for the year under review as the Directors wants to retain profit for the future expansion of the Company.

AMOUNT TRANSFERRED TO RESERVES

The Company has ploughed back its profits into the business and hence transferred theCurrent Year's Profit to reserves & Surplus Account.

ANNUAL RETURN:

As per Section 92(3) R/w Rule 12 of Companies (Management & Administration) Rules, extract of Annual Return of company in form MGT-9 is provided in the "Annexure A".

NUMBER OF BOARD MEETINGS/ GENERAL MEETING CONDUCTED DURING THE YEAR

During the year ended March 31st, 2023, the Board met 5 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below;

Sr. No.

Board Meeting Dates

1.

01.04.2022

2.

26.05.2022

3.

05.09.2022

4.

14.11.2022

5.

27.02.2023

 

Sr. No. General Meeting Date

Purpose

AGM / EGM

1. 30/09/2022 1. Adoption of Accounts, Boards' Report and Auditor's Report for the F.Y. ended March 31st, 2022. AGM
2. Re-Appointment of Mr. Hemant Chandravadan Bhagat (DIN: 00233530) as a Director liable to retire by rotation.
3. Approval of Appointment of Statutory Auditor.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of Section 177 ofthe Companies Act, 2013.

Composition of the Committee during F.Y. 2022-23:

1. Ravindra Gajanan Awati, Non-Executive, Independent Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Hemant Chandravadan Bhagat, Managing Director (Member) and

4. Rajni Dawani (Secretary)

Audit Committee meetings during F.Y. 2022-23:

During the year under review, the Company held 5 Audit Committee meeting on 01/04/2022, 26/05/2022, 05/09/2022, 14/11/2022 and 27/02/2023.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of Sectionl78 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2022-23:

1. Abha Praveen Doshi, Non-Executive, Independent Director (Chairman);

2. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member);

3. Pranav Hemant Bhagat, Wholetime Director (Member) and

4. Rajni Dawani (Secretary)

Nomination and Remuneration Committee meetings during F.Y. 2022-23:

During the year under review, the Company held 3 Nomination and Remuneration Committee meeting on 26/05/2022, 14/11/2022 and 27/02/2023.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under theprovisions of Section 178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2022-23:

1. Ravindra Gajanan Awati, Non-Executive, Independent Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Hemant Chandravadan Bhagat, Managing Director (Member) and

4. Rajni Dawani (Secretary)

Stakeholders Relationship Committee meetings during F.Y. 2022-23:

During the year under review, the Company held 3 Stakeholders Relationship Committee meeting on 26/05/2022, 14/11/2022 and 27/02/2023.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act").

Composition of the Committee:

Name of the Director

Designation in the Committee

Mr. Hemant Chandravadan Bhagat Presiding Officer
Mr. Pranav Hemant Bhagat Member
Mrs. Prachi Pranav Bhagat Member

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 26th May, 2023.

DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

SHARE CAPITAL:

During the year under review, The Authorised Share Capital of the Company Remained at Rs. 8,50,00,000.

During the year under review, The Paid up Share Capital of the Company also Remained at Rs. 7,54,50,560.

DIRECTOR S'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Boardof

Directors of the company confirms that-

a. In the preparation of the annual accounts for the year ended 31st March, 2023, the Company has followed the applicable accounting standards and there are no material departures from the same.

b. Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31st March, 2023 and of the Profit of the Company for year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities have been taken.

d. The Directors have prepared Annual Accounts on a "Going Concern" basis.

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director's performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of NonIndependent Directors, Chairman of the Board and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as"Annexure- B" in the Annual Report and forms a part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted following policies which are available on its website http://cbcpharma.com/

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy (Attached below)

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider Trading

• Policy on Related Party Transactions

COMPANY'S POEICY RELATING TO APPOINTMENT. PAYMENT OF REMUNERATION TODTRECTORS AND DISCHARGE OF THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nomination and Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Directors qualifications, positive attributes, independence of Directors and their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013. The brief abstract of the Policy is given below:

Policy Abstract:

I. The role of the Committee as per the Nomination & Remuneration Policy will be as under:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director's performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any. Statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance ofits duties.

II Policy for Appointment and Removal of Director, Key Managerial Personnel and Senior Management:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

in. Policy for Remuneration to Directors / KMP/ Senior Management Personnel:

1) Remuneration to Managing Director /Whole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director / Wholetime Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being enforce and the approval so obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors as it may consider appropriate with regard to remuneration to Managing Director /Whole-time Directors.

2) Remuneration to Non-Executive/ Independent Directors:

a) The Non-Executive /Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive /Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional ;and

ii) In the opinion of the Committee, the director possesses the requisite qualification forthe practice of that profession.

3) Remuneration to Kev Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

b) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time.

c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be

Considered appropriate.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The particulars pertaining to Section 186 of Companies Act, 2013 relating to loans, Guarantees and Investments are not applicable to the company. The disclosure of other loans, guarantees and investments are made in financial statements of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WTTHRELATED PARTIES:

All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

COMPLIANCE WTTH SECRETARIAT. STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

MATERIAL CHANCES AND COMMITMENT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilizing alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The company does not use any imported technology and the company is not into field of research and development and hence no major cost incurred during the period under review.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was given below Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

Details of earnings in foreign exchange:

Particulars

Current Year (In Lacs)

01.04.22 -

31.03.23

Previous Year (In Lacs)

01.04.21 -

31.03.22

Export of Goods calculated on FOB Basis 5758.09 7,111.15
Interest and dividend - -
Royalty - -
Know-how - -
Professional and Consultancy fees - -
Other Income - -

Total earning in foreign exchange

5758.09 7,111.15

Details of expenditure in foreign exchange:

Particulars

Current Year (in lacs)

01.04.22 -

31.03.23

Previous Year (in lacs)

01.04.21 -

31.03.22

Import of Capital Goods calculated on CIF Basis: 69.69 107.52
(i) raw material - -
(ii) component and spare parts - -
(iii) capital goods - Software Purchase - -
Expenditure on - -
account of:
Royalty - -
Know-how - -
Professional and Consultancy fees - -
Interest - -
Other matters - -
Dividend paid - -

Total expenditure in foreign exchange

69.69 107.52

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POETCY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2023. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

DEPOSITS:

The company has not accepted / renewed any deposits during the year under review. DIRECTORS:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Pranav Hemant Bhagat, Mr. Hemant Chandravadan Bhagat, Mr. Ravindra Gajanan Awati, Ms. Prachi Pranav Bhagat and Ms Abha Praveeen Doshi.

s. No. Name of Director/ KMP

Designation

Promoter/ Independent

Executive/ Non Executive

Date of Appointment

1. Hemant Chandravadan Bhagat Managing Director Promoter Chairman

10/03/2003

2. Pranav Hemant Bhagat Whole time Director Promoter Executive

17/05/2004

3. Prachi Pranav Bhagat

Director Promoter Executive

25/09/2018

4. Prachi Pranav Bhagat CFO KMP Executive

31/08/2019

5. Ravindra Gajanan Awati

Director Independent Non - Executive

31/08/2019

6. Abha Praveen Doshi Director Independent Non - Executive

15/07/2019

7. Rajni Dawani

CS KMP Executive

30/03/2022

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Pranav Hemant Bhagat retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company proposed to appoint M/s. A Y & COMPANY, Chartered Accountants (Firm Registration No. 020829C) as the Statutory Auditor of your Company in forthcoming AGM scheduled on 30.09.2023 for a period of 5 years to hold office till the conclusion of Annual General Meeting to be held in the year 2028.

The Company has received written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in the terms of provisions of Section 139 and 141 of the Act and rules framed there under.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the F.Y. 2022-23.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations

and that all assets and resources are acquired economically, used efficiently and adequately protected.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Amit Dharmani & Associates, Company Secretaries, as Secretarial Auditors for the F.Y. 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is set out in "Annexure-C" to this Report.

COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and Rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees' median remuneration:

Director

Designation Remuneration P.A. (in lacs.) Ratio
Hemant Chandravadan Bhagat Managing Director 12.00 10.19
Pranav Hemant Bhagat Wholetime Director 12.00 10.19

b) Percentage increase in the median remuneration of employees in the Financial Year 2022-23: NIL

c) Number of permanent employees on the rolls of the Company as on March 31st, 2023 :-29

d) Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

e) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

f) There is no employee covered under the provisions of Section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,02,00,000/- per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

EXPLANATION ON AUDITORS REPORTS

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for the year under review.

B. Annual Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for the year under review.

REPORTING OE FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

4. 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.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the

commitment displayed by all executives, officers and staff, resulting in successful

performance of the Company during the year. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of

CHANDRA BHAGAT PHARMA LIMITED

HEMANT C BHAGAT MANAGING DIRECTOR (DIN: 00233530)

PRANAV HEMANT BHAGAT WHOLETIME DIRECTOR (DIN: 00156362)

PLACE: MUMBAI DATE: 05.09.2023

   

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