Your Directors have pleasure in presenting the 37^th Annual Report on the businesses and
operations of the Company and audited financial accounts for the financial year ended 31^st March,
2024.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31^st, 2024 is summarized
below:

(Amount in “00")

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

The Profit after tax is Rs. (19,73,402) as compared to loss of Rs. (19,14,10,749) during the previous
financial year.

3. DIVIDEND

Your Directors has not recommended any dividend for the current financial year.

4. TRANSFER TO RESERVES

Your Company has not transferred any amount to Reserves & Surplus during the year.

5. CAPITAL STRUCTURE OF THE COMPANY

During the financial year under review, the Authorized Share Capital of the Company was Rs.
15,33,70,000/- (Rupees Fifteen Crores Thirty-Three Lakhs Seventy Thousand only), and the Issued,
Subscribed and Paid-up Share Capital of the Company stood at 15,12,56,530/- (Rupees Fifteen

Crores Twelve Lakhs Fifty-Six Thousand Five Hundred Thirty only) divided into 1,51,25,653 shares
of Rs 10 each. There was no change in the capital structure of the Company during the year.

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6. DETAILS OF SUBSIDIARIES

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The company is not having any subsidiary company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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The Composition of Board of Directors is not optimum as per Companies Act, 2013 and SEBI LODR
Regulations.

8. RE-APPOINTMENT OF DIRECTOR:

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In accordance with the relevant provisions of the Companies Act, 2013. Mr. Ajay (Power
Suspended), Director of the Company will retire by rotation in the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. The Board recommends his appointment for
the consideration of members of the Company in the ensuing Annual General Meeting.

9. COMMITTEE OF BOARD:

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The Company had constituted such committees as required under the Companies Act, 2013 along
with the related rules made thereunder read with Listing Obligations & Disclosure Requirements
Regulations, 2015. Following Committees are functional:

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(A) Audit Committee;

(B) Nomination and Remuneration Committee;

(C) Stakeholders Relationship Committee

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(A) AUDIT COMMITTEE: (power Suspended)

Four audit Committee meetings were held during the financial year 2023-24, under review.

The present constitution of the Audit Committee meets the requirements of the regulation 18 of the
Listing Obligations & Disclosure Requirements Regulations, 2015 and Section 177 of the Companies
Act, 2013. The Audit Committee Policy are available on our website.

(B) NOMINATION AND REMUNERATION COMMITTEE: (power Suspended)

Four Committee meetings were held during the financial year 2023-24, under review.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the related rules made
thereunder read with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Hereinafter referred to as “SEBI Regulations”), the Board of
Directors of the Company has constituted the Nomination and Remuneration Committee to perform
such role as prescribed under the Companies Act, 2013 and SEBI Regulations. The Nomination and
Remuneration Policy are available on our website:

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE: (power Suspended)

The Composition of the Stakeholders Relationship Committee comprised of the following members
as on March 31, 2024:

No complaints were received during the year under review.

10. Vigil Mechanism and Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide
appropriate avenues to the Directors and Employees to bring to the attention of the management
any issue which is perceived to be in the violation of or in conflict with the business interest of the
company. During the year, there have been no complaints received.

11. Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Revised Code of Conduct for Prevention of Insider Trading, under the
SEBI (Prohibition of Insider Trading) Regulations on March 29, 2020, pursuant to the Securities and
Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and
(Amendment) Regulations, 2019. The Revised Code lays down guidelines for procedures to be
followed and disclosures to be made while dealing with the shares of the Company in order to
further strengthen the framework for prevention of insider trading to facilitate legitimate business
transactions. The Company has also adopted the Code of Corporate Disclosure Practices for
ensuring timely and adequate disclosure of Unpublished Price Sensitive Information, as required
under the Regulations.

12. Corporate Social Responsibility (CSR) Policy:

At present the company is not covered under CSR provisions as per criteria laid down under section
135(1) of the Companies Act, 2013 and therefore no such expenditure has been incurred during the
year as prescribed under section 135(5) of the Companies Act, 2013.

13. MEETINGS OF BOARD:

During the year, five meetings of the Board of Directors were held, all the directors actively
participated in the meetings and contributed valuable inputs on the matters brought before the
Board of Directors from time to time, details of which are given below:

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:

The Company was placed into Insolvency Resolution Process (CIRP) by Hon'ble National Company
Law Tribunal, New Delhi Bench, Vide Order dated 07.03.2024 in CP (IB) No. 263/ND/2023 under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as "I B Code, 2016”).
The insolvency commencement date in respect of corporate debtor is 07.03.2024 (Order was
received by IRP on 02.04.2024 from NCLT New Delhi Bench-Il).

Due to which the power of the board of the director has been suspended and all the power of the
board shall be exercised by the resolution professional.

15. STATUTORY AUDITORS:

The Statutory Auditors, M/s. Girotra & Co., Chartered Accountants, Chandigarh, FRN: 025056N,
have been appointed to act as the Statutory auditor of the Company on Annual general meeting held
for year 2019 for a period of 5 years and to hold the office from the conclusion of 32^nd AGM till
conclusion of 36^th AGM on such remuneration and reimbursement of all other out of pocket
expenses whenever incurred, as may be decided by the Board and that the Resolution
Professional in terms of the provisions of the section 28(1)(m) of the Insolvency and Bankruptcy
Code, 2016 took the proposal, for the appointment of auditors which was approved by CoC with
requisite majority and therefore M/s. Girotra & Co., Chartered Accountants, Chandigarh, FRN:
025056N has to be appointed for the period of five years from the conclusion of 37^th AGM which
shall be conducted on 30^th September 2024 till the conclusion of 42^nd AGM which shall be
conducted in the year 2029.

The Notes on accounts referred to in the Auditors' Report are self-explanatory and do not call for
any further comments.

16. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.

17. DEPOSITS:

During the period under review, the Company has NOT accepted deposits from its members in
relation to which the process prescribed under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014.

18. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, the resolution Professional
had appointed M/s Jain Preeti & Co., Practicing Company Secretary to undertake the Secretarial
Audit for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-2024 is Annexed herewith
marked as Annexure A to this Report.

20. COST AUDITOR:

During the period under review, Cost Audit is not applicable to the Company.

21. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of
the Board of Directors (SS1) and Secretarial Standards on General Meetings (SS-2) with effect from
October 1, 2017. The Company has devised proper systems to ensure compliance with its
provisions and is in compliance with the same.

22. GREEN INITIATIVE:

Pursuant to section 101 and 136 of the Act read with Companies (Management and Administration)
Rules 2014, the Company can send Notice of Annual General Meeting, financial statements and
other communication in electronic forms. Your Company is sending the Annual Report including the
Notice of Annual General Meeting, audited financial Statements, Directors' Report along with their
annexure etc. for the Financial Year 2023-24 in the electronic mode to the shareholders. Electronic
copies of the annual report 2023-24 and notice of the 37^th AGM are sent to all members whose email
address registered with the Company

23. E-VOTING

In terms of requirements of the Companies Act, 2013 and the relevant rules made thereunder, the
Company has provided 'remote e-voting' (e-voting from a place other than venue of the AGM)
facility through NSDL Platform, for all members of the Company to enable them to cast their votes
electronically, on the resolutions mentioned in the notice of the 37^th Annual General Meeting (AGM)
of the Company.

24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, a Risk Management Policy has been
framed by the Board. In terms of the requirement of the Act, the Board has developed and
implemented the Risk Management Policy. Our senior management identifies and monitors the risk
on regular basis and evolves process and system to control and minimize it. With regular check and
evaluation business risk can be forecasted to the maximum extent and thus corrective measures can
be taken in time. This Policy seeks to minimize the adverse impact of these risks, thus enabling the
Company to control market opportunities effectively and enhance its long term competitive
advantage. Several risks can impact the achievement of a business objective. Similarly, a single risk
can also impact the achievement of several business objectives. The focus of risk management is to
assess risks and deploy mitigation measures. This is done through periodic review of the risk and
strategy of the Board. During the last financial year, the Company's risk management practices were
primarily focuses on the effectiveness of strategic programs in improving our competitive position
which provides unique place to the Company in today's competitive business world, our good team
of employees and professionals always prepared to address any incidents that may cause business
disruptions to our physical and technological model, strengthening internal control to detect
fraudulent activity, leadership development and monitoring possible.

25. STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Statement containing the necessary information as required u/s 134(3) read with Companies
(Accounts) Rules, 2014 is given are as under:

Current Year Previous Year

2023-24 2022-23

Energy Conservation Nil Nil

Technology Absorption Nil Nil

Foreign Exchange Earnings and Outgoing Nil Nil

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state 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 estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the Company for
that period.

c) The directors had taken proper and adequate care for the maintenance of adequate accounting
records in accordance with the provisions of this 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 that
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.

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section186 of
the Act are given in the notes to the Financial Statements.

28. PARTICULARS OF RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, all related party
transactions are entered into, on arm's length basis, in the ordinary course of business. Form No.
AOC-2 is annexed as Annexure- B to this report.

29. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Control Systems and their adequacy:

The management has put in place effective Internal Control Systems to provide reasonable
assurance for:

• Safeguarding assets and their usage.

• Maintenance of Proper Accounting Records

• Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems are as follows:

• Existence of Authority Manuals and periodical updating of the same for all Functions.

• Existence of clearly defined organizational structure and authority.

• Existence of corporate policies for Financial Reporting and Accounting.

• Existence of Management Information system updated from time to time as may be required.

• Existence of Audit System.

• Periodical review of opportunities and risk factors depending on the Global / Domestic Scenario
and to undertake measures as may be necessary.

• The Company has an Auditor to ensure compliance and effectiveness of the Internal Control
Systems in place.

• The management is regularly reviewing the internal progress reports of the Company for
performance review which carried out in all the key areas of the operations.

• Periodical reports are regularly circulated for perusal of Board of Directors of the Co mpany for
the appropriate action as required

• Normal foreseeable risks of the Company's assets are adequately covered by comprehensive
insurance. Risk assessments, inspections and safety audits are carried out periodically.

30. PERFORMANCE EVALUATION:

The Board evaluates the performance of Non-executive and Independent Directors every year. All
the Non-Executive and Independent Directors are eminent personalities having wide experience in
the field of Business, Industry, Law and Administration. Their presence on the Board is
advantageous and fruitful in taking business decisions.

31. PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies
(Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is
furnished in Annexure-D. There are no employees drawing remuneration in excess of the limits
specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014.

32. OTHER DISCLOSURES:

Since the company has not issued any Sweat Equity Shares, Equity Shares with differential voting
rights and issue of shares under employee's stock option scheme, the details are not given.

• The company had not made any purchase of shares or given any loans for purchase of shares.

• The company had not made any buy- back of shares.

• The company has adhered to the Secretarial Standards and made disclosures in relation to the
Boards' Report for the year under review.

• There are no significant and material orders passed by the regulators or Courts or Tribunals
impacting the going concern status and the company's operations in future.

• There are no further or typical areas of risks or concerns outside the usual course of business
foreseeable. Internal control systems are found to be adequate and are continuously reviewed for
further improvement.

33. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report on the business of the Company for the year ended
March 31, 2024 is annexed as Annexure C to this Report. In this we have attempted to include
discussion on all the specified matters to the extent relevant or within limits that in our opinion are
imposed by the Company's own competitive position.

34. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, treatment that prescribed in an Accounting Standard has
been followed.

35. ENVIRONMENT & SAFTEY:

The Company is very conscious of the need to protect environment. The company is taking all
possible steps for safeguarding the environment.

36. CAUTIONARY STATEMENT:

Statements in this “Management Discussion & Analysis” which seek to describe the Company's
objectives, projections, estimates, expectations or predictions may be considered to be “forward
looking statements” within the meaning of applicable securities laws or regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a
difference to the company's operations include global and Indian demand supply conditions,
finished goods prices, stock availability and prices, cyclical demand and pricing in the company's
markets, changes in the government regulations, tax regimes, economic developments within India
and countries with which the company conducts business besides other factors, such as litigation
and other labor negotiations.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 201 3:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has already formulated a Policy to prevent Sexual
Harassment of Women at Workplace. In addition to above, there were no such cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

38. CORPORATE GOVERNANCE:

The Company has been in compliance with the reporting on Corporate Governance as per
Regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

39. FUTURE OUTLOOK:

Management is confident of meeting all the challenges of the changing business environment.

40. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions
guided by our value system. The SEBI (Listing Obligations and Disclosures Requirements)

Regulations, 2015 mandated the formulation of certain policies for all Listed Companies. The
policies are reviewed periodically by the Board and updated based on need and new compliance
requirement.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the continued support and co¬
operation from shareholders, customers, suppliers, banks, government authorities, vendors,
financial institutions and such other business associates. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Company's executives,
staff and employees without whose dedication your Company could not have achieved the year's
milestone.

FOR JATALIA GLOBAL VENTURES LIMITED (undergoing CIRP)

Sd/-

Mohd Nazim Khan

Date: 07.09.2024 Resolution Professional

Place: Delhi Jatalia Global Ventures Limited (Under CIRP)

IBBI Reg No.: IBBI/IPA-002/IP- N00076/2017-18/10207
E-mail ID: nazim@mnkassociates.com;
cirp.jataliaventures@outlook.com