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DIRECTOR'S REPORT

New Markets Advisory Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1.13 Cr. P/BV 1.06 Book Value (₹) 8.60
52 Week High/Low (₹) 9/8 FV/ML 10/1 P/E(X) 68.94
Bookclosure 27/09/2024 EPS (₹) 0.13 Div Yield (%) 0.00
Year End :2024-03 

Your Directors have pleasure in presenting Forty - Second Annual Report together with the
Audited Accounts of the Company for the year ended 31st March 2024.

Financial Highlights:

(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

0.03

Profits before Tax

(12.84)

(27.25)

Provision for Income Tax current year

0

0

Excess provision of Tax Written back

0

0

Profit/(Loss) after Tax

(12.84)

(27.25)

The net loss during the year is of Rs. 12.84 Lacs as compared to net loss of Rs. 27.25 Lacs in
the previous year.

Transfer to Reserve, if any:

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 to
conserve the resources.

Business Activity:

The Management is considering to make efforts to start corporate consulting, financial
management services along with regulatory compliances services. The Company has
deployed surplus funds for the time being in securities as investment for the purpose of
gains.

Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the
Company.

Share Capital:

The paid up equity capital as on March 31, 2024 was Rs. 1,24,00,000/-. The Company has
not bought back any securities or issued any Sweat Equity shares or bonus shares or provided
any stock option scheme to employees during the year under review.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual
Return for the Financial Year ended March 31, 2024 is available on the website of the
Company.

Number of Board Meetings:

During the Financial Year 2023-2024, Seven meetings of the Board of Directors of the
company 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

5

2

14-08-2023

5

5

3

17-08-2023

4

4

4

06-09-2023

4

4

5

14-11-2023

4

4

6

28-11-2023

3

3

7

13-02-2024

3

3

Independent Directors' Meeting:

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 the
views of the Executive and Non-Executive Directors.

? Evaluation of the quality, quantity content and timeless of flow of information between the
management 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 attached
in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

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.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and
Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars
relating to the conservation of energy, technology absorption and the foreign exchange
earnings and out go are NIL.

Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of
the Company and the nature of its business. The management exercises financial control on
the Company's operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Sr.

No.

Name and Address

Designation

Date of
Appointment

DIN/PAN

1.

Mr. Abdulrahim Allabux Khan

Non -Executive
Director

25.10.2022

05152917

2.

Ms. Yukti Arya

Executive Director &
Chief Financial officer

24.12.2022

09756881

3.

*

Mrs. Suman Shah

Non -Executive
Woman director

30.12.2017

01764668

4.

Mr. Yogesh Darji

Non - Executive
Independent Director

24.12.2022

06553471

5.

**

Mr. Rajeel Dekate

Non - Executive
Independent Director

25.10.2022

08852782

6.

***

Ms. Madhuri Bohra

Non- Executive
Independent Women
Director

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 Company
Ms. 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 Company
confirming that they meet the criteria of independence as prescribed both under the Act and
under Regulations of the SEBI (LODR), Regulations, 2015.

Changes in the composition of Board of Directors during the year:

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 Director
resigned on 01.04.2023.

3) Mrs. Suman Shah (DIN: 01764668) Executive Women Director has resigned on

17.08.2023.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its
Committees & Individual Directors during the meeting of Board of Directors and by common
discussion with concerned persons.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule
5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules,
2014.

Audit Committee

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

Designation

Mr. Yogesh Darji

Member

(Non-executive Director)

Mr. Abdulrahim Khan

Member

(Non-executive Director)

Ms. Yukti Sneh Suraj Arya

Member

( Non-executive Director)

17. Nomination & Remuneration Committee

In compliance with section 178 of the Act & regulation 19 of SEBI (LODR) regulations, 2015
the Board has constituted "Nomination and Remuneration Committee as:

Name of Director

Designation

Mr. Yogesh Darji

Member

(Non-executive Director)

Mr. Abdulrahim Khan

Member

(Non-executive Director)

Ms. Yukti Sneh Suraj Arya

Member

( Non-executive Director)

18. Stakeholders Relationship Committee

In compliance with regulation 20 of SEBI (LODR) regulations, 2015 the Board has constituted
during the year as:

Name of Director

Designation

Mr. Yogesh Darji

Member

(Non-executive Director)

Mr. Abdulrahim Khan

Member

(Non-executive Director)

Ms. Yukti Sneh Suraj Arya

Member

( Non-executive Director)

19. MANAGERIAL REMUNERATION:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial
Personnel) 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

NIL

-

1. The Independent Directors do not receive any sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director which was
disclosed 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 the
financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial
Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directors of
the Company are the Managing Director or Whole Time Director in the Associate Company.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with
Regulation 34(3) of the Listing Regulations is provided "Annexure B" and forms part of this
Report which includes the state of affairs of the Company and there has been no change in
the nature of business of the Company during FY24.

Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to investor Education and
Protection Fund as 31st March, 2024.

Disclosure on Establishment of a Vigil Mechanism:

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. No personnel had been denied access to the Audit Committee to
lodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

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 of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires preclearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when 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.

Fraud Reporting (Required by Companies Amendment Bill, 2014):

No Fraud reported / observed during the financial year 2023-2024.

AUDITORS
Statutory Auditors:

The auditors M/s Suvarna & Katdare, Chartered Accountant (FRN.: 125080W) shall be
appointed as the Statutory Auditor of the company for term of 5 (five) consecutive years in
accordance with the provisions of the Companies Act, 2013, who shall hold office from the
conclusion of 41st Annual General Meeting (AGM) till the conclusion of the 45th Annual
General Meeting (AGM) of the company to be held in the FY 2027-28 at such remuneration
plus tax, out of pocket, other expenses, etc, as may be mutually agreed between the Board of
Directors of the Company and the Auditors.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are
self-explanatory and hence, do not call for any further comments under Section 134 of the
Companies Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Pooja
Gandhi & Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions of
Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure I and forms
part 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's
Databank.

2) The composition of the Board of Directors is not as per the provisions of Companies Act, 2013
and 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 and
Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 for maintainance of
SDD software.

5) The present status of the Company is suspended due to non- payment of ALF dues on Stock
Exchange.

6) The Composition of Committee and meetings to be held by the Committees of the Board of
Directors 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 as
per SEBI (LODR) Regulations, 2015.

8) The Company has not appointed Internal Auditor for the F. Y.2023-24.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Material Changes And Commitments

There have been no material changes and commitments, which affect the financial position of
the company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

Details of Subsidiary, Joint Venture Or Associate Companies

As on March 31, 2024, Company doesn't have any Subsidiary & Joint Venture and Associate
Companies

Compliance With Secretarial Standard

The Company has complied with the applicable Secretarial Standards (as amended from time
to time) on meetings of the Board of Directors and Shareholders issued by The Institute of
Company Secretaries of India and approved by Central Government under section 118(10) of
the Companies Act, 2013.

Deposits:

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any
deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with
Companies (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 any
deposits which are not in compliance with Chapter V of the Companies Act, 2013.

Risk Management Policy

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.

Corporate Social Responsibility

As the Company does not fall under the Class of Companies as prescribed under Section 135
of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.

Proceedings Pending Under The Insolvency And Bankruptcy Code,2016

No application has been made or any proceeding is pending under the IBC, 2016.

Difference In Valuation

The company has never made any one-time settlement against the loans obtained from
Banks and Financial Institution and hence this clause is not applicable.

Stock Exchange:

The Company's equity shares are listed at BSE Limited vide scrip code 508867 and the Annual
Listing Fees for the year 2023-2024 has not been paid.

Details of Significant And Material Orders Passed By The Regulators, Courts And
Tribunals

No significant and material order has been passed by the Regulators, courts, tribunals
impacting the going concern status and Company's operations in future.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
directors 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 material
departures;

b. The directors had selected such accounting policies and applied 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 31st March, 2024.

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 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 devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financial controls
are adequate and are operating effectively.

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

Acknowledgment:

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 and
support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from
the 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

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