<dhhead>DIRECTOR'S REPORT </dhhead>

To the Members,

Your Company’s Directors are pleased to present the 31st Annual Report of the Company, along with Audited Accounts, for the financial year ended 31-03-2024.

1. FINANCIAL RESULTS

(Rs.)

2. REVISION OF FINANCIAL STATEMENT

During year under review there has been no revision of financial statement in the relevant financial year.

3. SHARE CAPITAL

The details of authorized and paid-up equity shares of the Company are as follows: (Amount in INR)

4. DIVIDEND

In the absence of any profit during the year, directors are unable to recommend any dividend.

5. TRANSFER TO RESERVES

The company did not transfer any amounts to General Reserve during the year.

6. COMPANY’S PERFORMANCE

The company generate no revenue and has loss after tax of INR 49,79,464.00 as compared to loss of INR 10,70,918.00 in the previous year. Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

7. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE

It is reported that no material events were reported which could The Company has entered into the revocation of suspension of the company and its taking all the steps to follow all the compliance related with the revocation.

8. SUBSIDIARY COMPANIES

The Company is not having any subsidiary or an associate company.

9. 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 the preparation of the annual accounts for the year ended 31-03-2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the loss of the Company for the 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The Directors have prepared the annual accounts on a ‘going concern’ basis. (e) Boards of Directors laid down Internal Financial Control System procedures and are adequate and operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Mr. Rajesh Shrinivas Daga being eligible, offer himself for re-appointment.

11. BOARD OF DIRECTOR:

Composition and category of Directors

The Board of Directors of the company consists of 4 Directors, and all are having rich experience in various business fields. During the Financial Year 2023-2024, Six Board Meetings were held. The Maximum time gap between any two consecutive meetings of the Board of Directors of the Company was not more than One Hundred and Twenty Days (120 days).

The Last Annual General Meeting of the Company was held on 30th September 2023 at 11.00 a.m. The following Table gives details of directors, attendance of Directors at the board meeting and at the last annual general meeting, number of membership held by directors in the various board/ committee.

Notes¹: excludes directorship held in Private Limited Companies, foreign companies and companies under section 8 of the Companies Act, 2013, trust and alternate directorship as per Regulation 27 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Act and the SEBI Regulations.

13. AUDIT COMMITTEE:

(a) In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the Company is having an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

(b) The Audit Committee consists of three directors.

Terms of Reference:

The brief description of terms of reference of the audit committee is oversee the

Company’s Financial reporting system and disclosure of financial information, to review report of statutory auditor and to ensure adequate follow up action and reviewing compliance with accounting standards.

The Audit Committee has adequate powers to carry out its functions as per Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Composition and Meetings of the Audit Committee:

The Audit Committee has held 4 meeting during the financial year 2023-2024

14. NOMINATION AND REMUNEARATION COMMITTEE:

In compliance with Section 178 of the Act and the Listing Regulations, the Board has constituted the Nomination and Remuneration Committee ("NRC"). The Board of Directors has constituted a Remuneration Committee for the purpose of deciding appointment/ re-appointment of Managing Directors/ Whole Time Directors etc and remuneration and compensation payable to them. Composition, Meetings and Attendance of the Nomination and Remuneration Committee are as follows:

As company is running in losses NRC decided not to pay any remuneration and sitting fees to the directors’ of the company.

15. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:

The Board constituted a Shareholders’/Investors’ Grievance Committee. The

Committee consists of three Directors, Ms. Rashmi Bihani, Non-Executive Independent Director is head of this Committee. Other two namely Mr. Rajesh Daga and Mr. Jeetmal Asawa are members of the Committee.

The Committee meets at regular intervals to consider, interalia, shareholders’ complaints if any received like non/delay in, transfer of shares, non-receipt of balance-sheet, etc to the satisfaction of complainants. The committee overseas the performance of the Registrar and Share Transfer Agent and also deals with the matters relating to approval of transfer/transmission/subdivision and consolidation of shares certificate, issue of duplicate share certificates, dematerialization and rematerilasation of shares etc.

During the year No letters/queries received from shareholders. At the end of financial year there are no any queries pending for compliance.

16. POSTAL BALLOT RESOLUTION

All Resolutions are generally passed by way of show of hands. No Resolution was put though postal Ballot last year.

17. GENERAL BODY MEETING:

Location and time where the last three Annual general meeting were held are given below;

18. INTERNAL FINANCIAL CONTROL

Company has maintained adequate internal financial control with reference to financial statements as per Rule 8(5)(viii) of Companies (Accounts) Rules, 2014.

19. APPOINTMENT OF AUDITORS

M/s RDB & Associates, Chartered Accountants, AHMEDNAGAR (FRN/M. No. 0135005W), Statutory Auditors of the Company, holds office until the conclusion of the forthcoming Annual General Meeting. The Directors of the Company recommend appointing. Chartered Accountants, AHMEDNAGAR RDB & ASSOCIATES, (FRN/M. No. 0135005W) as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of AGM of the Company to be held in the year 2027

20. AUDITORS’ REPORT

The auditors’ report contains qualifications which are as follows:

Qualified Opinion by Statutory Auditor:

The company suspended on Bombay Stock Exchange since long time due to penal reasons. Company is trying for revocation suspension

A provision has been made in the books of account in respect of fees and penalties which may be levied on the Company for aforesaid non-compliances. Any fees and penalties that may be levied by the Stock Exchange or SEBI for such non compliances cannot presently be determined.

Except for the indeterminate effects of the matter described in above paragraph, the accompanying financial statements give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the

Company as at 31-03-2024, and its profit and its cash flows for the year ended on that date.

SECRETARIAL AUDITOR

The board has appointed Mr. Niklesh Lad, Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report is annexed and is integral part of the annual report. There is no adverse opinion in this report but have a qualified opinion made by the auditor.

Qualified Opinion by Secretarial Auditor:

The Company has failed to comply with the listing norms, on account of which the company has been suspended on Bombay Stock Exchange since long.

Comments of Board of Directors:

Board of Directors already paid penalty in the month of April which is levied by the SEBI. Further board of directors are coordinating with BSE for revocation of suspension and also in process to comply any other requirements as required with the help of professional experts.

21. RISK MANAGEMENT

The board of directors of the Company has framed and implemented a risk management policy. The boards of directors are also responsible for reviewing the risk management plan and ensuring its effectiveness and oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

22. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31st March, 2024 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

23. DISCLOSURE REGARDING TRANSACTIONS WITH PROMOTERS / DIRECTORS

OR MANAGEMENT

There is no materially significant transaction made by the Company with its Promoters, Directors or the Management or the irrelative etc., which have potential conflict with the interest of the Company at large.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has abided with section 186 of the Companies Act, 2013 for loan and investment made by the company. Refer Annexure-I for detail.

25. EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

26. PARTICULARS OF EMPLOYEES

As on 31st March, 2024 the provisions of Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company. None of the top ten employees in term of remuneration have drawn remuneration in the year.

27. DEPOSITS

During the year, the Company has not accepted any deposits under the provisions of the Companies Act, 2013.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The Company has nothing to report in respect of information on conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is not applicable.

The Company has not earned and spent any Foreign Exchange during the Financial Year 2023-23.

29. MANAGEMENT DISCUSSIONS AND ANALYSIS

1. Industry structure & developments:--

We are finance & Investment Company and main business activity is granting of loans & advances and investing/dealing in shares & securities. A potentiality of development is very high as capital market & money market sector of economy is very bigger.

2. Opportunities & threats:--

Capital market is very much uncertain as well as financing is also risky business. At the same time there is a great opportunity of earning good profitability also. In short more profit more the risk slogan is perfectly associated for finance & capital market business

3. Segment wise performance:--

The whole work of the company is performed in only one segment. Further details Mentioned in notes no.24 of the Financial Statement

4. Outlook:--

The capital market & money market performance is depending upon the credit policy, government stability, industrial development & piece, international trends, etc.

5. Risk & concern:--

Capital market & money market is more risk-prone & concern should also been given to industrial development which depends upon the demand of products, availability of funds in market etc.

6. Internal control system & their adequacy:--

Internal control system of the company is adequate and in commensurate with the size of the company and the nature of its business.

30. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the company have taken place between the end of the financial year of the Company to which financial statements relate and the date of report.

31. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:

The Company being registered as a Non-Banking Financial Institution on 20^th April, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013.

32. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole and Chairman and the Non-Independent Directors was also carried out by the Independent Directors in their meeting. Similarly the performance of various committees, individual independent and Non independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK

PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, no case of sexual harassment against women employees at any of its work place, department was reported.

35. ACKNOWLEDGEMENT

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational performance at all levels.