Gyan Developers & Builders Ltd

Your Directors have pleasure in presenting the 32^nd Annual Report together with Audited accounts for the year ended 31.03.2024.

1. FINANCIAL RESULTS:

The summarized financial results for the year ended 31.03.2024 and for the previous year 31.03.2023 are as under:

2. FINANCIAL OVERVIEW:

During the year under review, the total revenue of your company was Rs.5,700,000/- as compared to previous year revenue of Rs.700,100. The Net Profit for the year is Rs.1,417,900/- as against previous year loss of Rs.1,460,800/-

3. CHANGE IN THE NATURE OF BUSINESS:

Your Company is engaged in buying and selling of vacant land. There is no change in the nature of business during the year compared to previous year.

4. DIVIDEND:

In order to plough back the profit, your Directors do not recommend any dividend.

5. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company does not have any subsidiary, joint venture, associate company as at March 31, 2024. Hence, the details and performance thereof does not arise.

6. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

7. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

8. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company?s financial position have occurred between the end of the financial year of the Company and the date of this report.

9. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company?s operations in future.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company has not advanced any loans, given guarantees, provided security nor made investments covered under Section 186 of the Companies Act, 2013.

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of four Directors as at 31.03.2024 of which two are Non-Executive Independent Directors. The Company has received necessary declarations from the Independent Directors stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

RETIREMENT BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Ms. Sunita Mahendar Raj, (DIN: 01751554), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

APPOINTMENT:

Mr. Nihal Chand was appointed as an Additional Director (Independent) by the Board for a term of five years w.e.f. 05.09.2024. As per Section 161 of the Companies Act, 2013, he holds office upto the date of ensuing Annual General Meeting. The shareholders are requested to confirm his appointment as an Director (Independent) of the Company.

B. MEETINGS

During the year under review, the Board of Directors met 7 times on 29.05.2023, 02.08.2023, 05.09.2023, 27.09.2023, 13.11.2023, 29.11.2023 & 05.02.2024. The gap between two Board meetings is not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year, in line with requirement under the Companies Act, 2013 the Independent Directors had a separate meeting on 05.02.2024 without the presence of the other Directors and Management.

AUDIT COMMITTEE:

The Audit committee comprises of three members and the committee met 5 times during the year on 29.05.2023, 02.08.2023, 27.09.2023, 13.11.2023 & 05.02.2024. The composition of the Audit Committee and details of meeting held are provided hereunder:

NEID Non Executive Independent Director NED Non Executive Director

The terms of reference of the Audit committee covers the matter specified under Section 177 of the Companies Act, 2013 and SEBI (LODR Regulations), 2015.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.

The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees; Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria; Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions; Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration; Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

The Nomination & Remuneration Committee comprises of three members and the committee met 1 time during the year on 29.11.2023. The composition of the Nomination & Remuneration Committee and details of meeting held are provided hereunder:

NEID Non Executive Independent Director NED Non Executive Director

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee looks into transfer of shares and the investor?s grievances, if any, and redresses them expeditiously. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee comprises of three members and the committee met 1 time during the year on 29.11.2023. The composition of the Stakeholders Relationship Committee and details of meeting held are provided hereunder:

b. The number of investor complaints received during the year is NIL

c. The number of investor complaints not solved to the satisfaction of Shareholders is NIL

d. The number of pending complaints as on date is NIL

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered / evaluated the Boards? performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

14. DIRECTORS? RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were 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.

15. AUDITORS:

M/s. G C Daga & Co, Chartered Accountants, Chennai (FRN: 000668s), were appointed as Statutory Auditors of the Company for a period of five years in the 31^st Annual General Meeting held on 23.12.2023. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their re-appointment as Statutory Auditors of the Company.

16. AUDITORS REPORT:

The Auditors did not make any qualification, reservation or adverse remark or disclaimer on the financial statements prepared as per Section 133 of Companies Act, 2013, and notes on Accounts annexed thereto.

17. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report (in Form MR-3) is attached as Annexure “A” to this Report.

18. REPLY TO SECRETARIAL AUDITOR REMARKS:

19. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

20. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company.

21. MANAGEMENT DISCUSSION & ANALYSIS:

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as Annexure “B”.

22. CORPORATE GOVERNANCE REPORT:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company, as the Company?s share capital and net worth is below the threshold limit prescribed under the said Regulation. Hence, the report on Corporate Governance is not provided.

23. CODE OF CONDUCT:

As prescribed under SEBI (LODR) Regulations, 2015, a declaration signed by Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2023-24 is given in Annexure “C”.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into transaction with the related parties u/s 188 of the Act, during the year under review.

25. RISK MANAGEMENT:

Your company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

26. ANNUAL RETURN:

The annual return is available for inspection of the members at the registered office of the Company.

27. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees draws remuneration of Rs. 8,50,000/- or above per month and Rs.1,02,00,000/- or above per annum. Hence, details of the employees of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company and the same will be furnished without any fee.

28. KEY MANAGERIAL PERSONNEL:

As per Section 203 of the Companies Act, 2013, following are the KMP?s of the Company

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not Applicable

30. 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:

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

32. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz., SS-1 on Meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per Section 118(10) of the Companies Act, 2013.

33. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.