Your Directors have pleasure in presenting Forty - Second Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2024.
(Rs in I akhs)
Particulars
2023-2024
2022-2023
Income from Operations
1.15
0
Profit/(Loss) before depreciation
(12.84)
(27.28)
Depreciation
0.03
Profits before Tax
(27.25)
Provision for Income Tax current year
Excess provision of Tax Written back
Profit/(Loss) after Tax
The net loss during the year is of Rs. 12.84 Lacs as compared to net loss of Rs. 27.25 Lacs inthe previous year.
During the year, the Company does not propose to transfer any amount to the any Reserve.Dividend:
In view of losses incurred the directors regret their inability to declare the dividend toconserve the resources.
The Management is considering to make efforts to start corporate consulting, financialmanagement services along with regulatory compliances services. The Company hasdeployed surplus funds for the time being in securities as investment for the purpose ofgains.
During the financial year under review, there was no change in the nature of business of theCompany.
The paid up equity capital as on March 31, 2024 was Rs. 1,24,00,000/-. The Company hasnot bought back any securities or issued any Sweat Equity shares or bonus shares or providedany stock option scheme to employees during the year under review.
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the AnnualReturn for the Financial Year ended March 31, 2024 is available on the website of theCompany.
During the Financial Year 2023-2024, Seven meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
Sr.
Date of
Total strength of the Board
No. of Directors
No.
Meeting
Present
1
16-05-2023
5
2
14-08-2023
3
17-08-2023
4
06-09-2023
14-11-2023
6
28-11-2023
7
13-02-2024
During the year under review, Independent Directors met on 14th February, 2024 inter-alia,to discuss:
? Evaluation of the performance of Non-Independent Directors and the Board as whole.
? Evaluation of the performance of the Chairman of the Company, taking into account theviews of the Executive and Non-Executive Directors.
? Evaluation of the quality, quantity content and timeless of flow of information between themanagement and the Board.
Particulars of Loan, Investments Guarantees and Securities under Section 186
Complete details of LIGS covered under section 186 of The Companies Act, 2013 as attachedin the financial statement and notes there under.
There are no materially significant related party transactions during the year under reviewmade by the Company with Promoters, Directors, or other designated persons which mayhave a potential conflict with the interest of the Company at large. Thus, disclosure in FormAOC-2 is not required.
As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particularsrelating to the conservation of energy, technology absorption and the foreign exchangeearnings and out go are NIL.
Adequate internal controls, systems, and checks are in place, commensurate with the size ofthe Company and the nature of its business. The management exercises financial control onthe Company's operations through monitoring and standard operating procedures.
Details of Directors and Key Managerial Personnel
Name and Address
Designation
Date ofAppointment
DIN/PAN
1.
Mr. Abdulrahim Allabux Khan
Non -ExecutiveDirector
25.10.2022
05152917
2.
Ms. Yukti Arya
Executive Director &Chief Financial officer
24.12.2022
09756881
3.
*
Mrs. Suman Shah
Non -ExecutiveWoman director
30.12.2017
01764668
4.
Mr. Yogesh Darji
Non - ExecutiveIndependent Director
06553471
5.
**
Mr. Rajeel Dekate
08852782
6.
***
Ms. Madhuri Bohra
Non- ExecutiveIndependent WomenDirector
30.09.2019
07137362
* Mrs. Suman Shah resigns on 17/08/2023.
** Mr. Rajeel Dekate resigns on 28/11/2023.
*** Ms. Madhuri Bohra resigns on 01/04/2023.
In accordance with the provisions of the Act and the Articles of Association of the CompanyMs. Yukti Arya is liable to retire by rotation and being eligible has offered herself for re¬appointment.
The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Act andunder Regulations of the SEBI (LODR), Regulations, 2015.
There has been change in the constitution of Board of Director during the year 2023-24.
1) Mr. Rajeel Dekate (DIN: 08852782) Non - Executive Independent Director resigned on
28.11.2023.
2) Ms. Madhuri Bohra (DIN: 07137362) Non -Executive Independent Women Directorresigned on 01.04.2023.
3) Mrs. Suman Shah (DIN: 01764668) Executive Women Director has resigned on
17.08.2023.
Formal Annual evaluation has been made by the Board of its own Performance and that of itsCommittees & Individual Directors during the meeting of Board of Directors and by commondiscussion with concerned persons.
During the year, there was no employee in receipt of remuneration as prescribed in the Rule5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules,2014.
The Audit Committee has been reconstituted as per regulation 18 of SEBI (LODR) regulations,2015 & Section 177 of Companies Act, 2013 during the year as:
Name of Director
Member
(Non-executive Director)
Mr. Abdulrahim Khan
Ms. Yukti Sneh Suraj Arya
( Non-executive Director)
In compliance with section 178 of the Act & regulation 19 of SEBI (LODR) regulations, 2015the Board has constituted "Nomination and Remuneration Committee as:
In compliance with regulation 20 of SEBI (LODR) regulations, 2015 the Board has constitutedduring the year as:
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
Name of the Director
Amount of
Percentage
remuneration to
increase(Decrease) in
Directors
the remuneration
Abdulrahim Allabux Khan
NIL
-
Yukti Sneh Arya
1. The Independent Directors do not receive any sitting fees.
2. There was change in the remuneration of Key managerial Personnel or Director which wasdisclosed in Annual return.
3. As on 31st March 2024, there were a total of 2 employees on the roll of the Company.
4. It is affirmed that the remuneration is as per the remuneration policy of the company.
A) None of the employee of the Company was in receipt of the remuneration (throughout thefinancial year or part thereof) as per Rule 5(2) of the Companies (Appointment of ManagerialPersonnel) 2014.
B) The Company do not have any Holding or Subsidiary Company and None of the Directors ofthe Company are the Managing Director or Whole Time Director in the Associate Company.
The Management Discussion and Analysis as prescribed under Part B of Schedule V read withRegulation 34(3) of the Listing Regulations is provided "Annexure B" and forms part of thisReport which includes the state of affairs of the Company and there has been no change inthe nature of business of the Company during FY24.
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March, 2024.
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud andmismanagement, if any. No personnel had been denied access to the Audit Committee tolodge their grievances.
The management takes due care of employees with respect to safeguard at workplace.Further, no complaints are reported by any employee pertaining to sexual harassment ofWomen at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company. TheCode requires preclearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of the Code.All Board Directors and the designated employee have confirmed compliance with the Code.
No Fraud reported / observed during the financial year 2023-2024.
The auditors M/s Suvarna & Katdare, Chartered Accountant (FRN.: 125080W) shall beappointed as the Statutory Auditor of the company for term of 5 (five) consecutive years inaccordance with the provisions of the Companies Act, 2013, who shall hold office from theconclusion of 41st Annual General Meeting (AGM) till the conclusion of the 45th AnnualGeneral Meeting (AGM) of the company to be held in the FY 2027-28 at such remunerationplus tax, out of pocket, other expenses, etc, as may be mutually agreed between the Board ofDirectors of the Company and the Auditors.
The observation made in the Auditors Report read together with relevant notes thereon areself-explanatory and hence, do not call for any further comments under Section 134 of theCompanies Act, 2013.
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s PoojaGandhi & Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions ofSection 204 of the Act. The Secretarial Auditors Report is attached as Annexure I and formspart of this Report.
The remarks of the Secretarial Auditor are as follows:
1) the Independent Director-Mr. Yogesh Darji is not registered on IICA, Independent Director'sDatabank.
2) The composition of the Board of Directors is not as per the provisions of Companies Act, 2013and SEBI (Listing Obligations and Disclosure requirements) Regulations,2015.
3) the website of the Company is not updated as on date.
4) The Company has not complied with provisions of Reg 3(5) and Reg 3(6) of Securities andExchange Board of India(Prohibition of Insider Trading) Regulations,2015 for maintainance ofSDD software.
5) The present status of the Company is suspended due to non- payment of ALF dues on StockExchange.
6) The Composition of Committee and meetings to be held by the Committees of the Board ofDirectors are not as per SEBI (Listing Obligations and Disclosure requirements) Regulations,2015.
7) The Company has arrears of payment of penalties levied by BSE Limited for non compliances asper SEBI (LODR) Regulations, 2015.
8) The Company has not appointed Internal Auditor for the F. Y.2023-24.
Requirement of appointment of Cost Auditor is not applicable to the Company.
There have been no material changes and commitments, which affect the financial position ofthe company which have occurred between the end of the financial year to which the financialstatements relate and the date of this Report.
As on March 31, 2024, Company doesn't have any Subsidiary & Joint Venture and AssociateCompanies
The Company has complied with the applicable Secretarial Standards (as amended from timeto time) on meetings of the Board of Directors and Shareholders issued by The Institute ofCompany Secretaries of India and approved by Central Government under section 118(10) ofthe Companies Act, 2013.
i. Deposits covered under Chapter V of the Companies Act, 2013:
During the financial year under review, the Company has not accepted or renewed anydeposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read withCompanies (Acceptance of Deposits) Rules, 2014.
ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:
During the financial year under review, the Company has not accepted or renewed anydeposits which are not in compliance with Chapter V of the Companies Act, 2013.
Risk Management is the process of identification, assessment and prioritization of risksfollowed by coordinated efforts to minimize, monitor and mitigate/control the probabilityand/or impact of unfortunate events or to maximize the realization of opportunities. TheCompany has laid down a comprehensive Risk Assessment and Minimization Procedure whichis reviewed by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. Themajor risks have been identified by the Company and its mitigation process/measures havebeen formulated in the areas such as business, project execution, event, financial, human,environment and statutory compliance.
As the Company does not fall under the Class of Companies as prescribed under Section 135of Companies Act, 2013 and Rules made thereunder, therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
No application has been made or any proceeding is pending under the IBC, 2016.
The company has never made any one-time settlement against the loans obtained fromBanks and Financial Institution and hence this clause is not applicable.
The Company's equity shares are listed at BSE Limited vide scrip code 508867 and the AnnualListing Fees for the year 2023-2024 has not been paid.
No significant and material order has been passed by the Regulators, courts, tribunalsimpacting the going concern status and Company's operations in future.
In accordance with the provisions of Section 134(5) of the Companies Act 2013, yourdirectors confirm that:
a. In the preparation of the annual accounts for the financial year ended 31st March, 2024,the applicable Ind-AS had been followed along with proper explanation relating to materialdepartures;
b. The directors had selected such accounting policies and applied and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at 31st March, 2024.
c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. The directors had prepared the annual accounts on a going concern basis;
e. The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
f. The proper internal financial controls are in place and that such internal financial controlsare adequate and are operating effectively.
g. The Directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your directors place on the record their appreciation of the Contribution made by employees,consultants at all levels, who with their competence, diligence, solidarity, co-operation andsupport have enabled the Company to achieve the desired results.
The board of Directors gratefully acknowledge the assistance and co-operation received fromthe Central and State Governments Departments, Shareholders and Stakeholders.
Date: 4th September, 2024 For & on behalf of Board of Directors
Place: Mumbai New Markets Advisory Limited
REGISTERED OFFICE
Om Metro Chrndrrkunj,
Plot No. 51, 2nd Floor,
J. P. Rord,
Azrd Nrgrr Metro Station, ABDULRAHIM ALLABUX KHAN YUKTI SNEH SURAJ ARYA
Next to Sony Mony, Director Director
Andheri (West), DIN: 05152917 DIN: 09756881
Mumbri- 400058