Dividend:

In view of accumulated losses, your Directors did not recommend any dividend for its equity shareholders.

State of Company's Affairs and Future Outlook:

During the period under consideration, the Company, in spite of all the efforts could not commence any business activities.

The Board hopeful for better performance of the Company in the coming years and the management is also considering for diversification of business activities. However in order to generate revenue to afford part of fixed expenses of the company, the management has decided to utilize the surplus funds and deployed the same as temporary loans and advances.

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.

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.

Transfers to Reserves:

In view of accumulated losses the Company was not required to transfer any amount to the Reserves.

Details of Subsidiary/Joint Venture/Associates Company:

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ Joint Venture and Associate Companies.

Share Capital:

The paid up equity capital as on March 31, 2024 was Rs. 5,89,00,000/- 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:

Independent Directors Meeting:

During the year under review, Independent Directors met on 13th 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, Guarantees and Investments under Section 186:

Complete details of Loan, Guarantee/Security/ Investments 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:

During the year, the Company had not entered into a ny contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

All contracts/ arrangements/ transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm's length basis.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2, provided as ‘Annexure A' to this Report

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

There are no material changes affecting the financial position or the current affairs of the Company occurred since the end of the financial year and up to the date of this report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Out go:

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 outgo are NIL.

Internal Control System:

The Company has proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

The Company has received Declarations from all the I ndependent 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.

Mr. Manmohan Ghildyal ceased his office from the position of Manager and Mr. Ganpat Dhondu Salekar was appointed as the Manager in lieu of him in the Annual General Meeting held on 16th September, 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 relating to Remuneration of Employees:

As on 31 March 2024, there were a total of 3 employees on the pay roll of the Company. It is affirmed that the remuneration is as per the remuneration policy of the company.

Audit Committee:

Nomination & Remuneration Committee & Policy:

During the year 2023-2024 the Nomination & Remuneration Committee had one meeting on 14th August, 2023.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Stakeholders Relationship Committee:

The Company during the year had not received any complaint and there were no pending complaint as on March 31, 2024.

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 F.Y. 2023-24.

Transfer of amounts of unpaid dividend to invest or 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.

Corporate Social Responsibility Initiatives:

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

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.

Significant and material orders passed by the regulators or courts:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Risk management policy:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company's policy, safeguarding of its assets, Prevention detection fraud and error etc.

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

There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Fraud Reporting in Auditors Report as per Second proviso of Section 143 (12) of the Companies Act, 2013:

No Fraud reported/observed in Audit Report during the financial year 2023-24.

AUDITORS:

Statutory Auditors:

The auditors M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants, having registration No. 117183W were re-appointed on 29th September, 2023 as the Statutory Auditors of the Company for term of five consecutive years in accordance with the provisions of the Companies Act, 2013, in the 35th Annual General Meeting of the Company held in 2021-22 till the conclusion of 40 Annual General Meeting of the Company held in 2026-2027.

Auditors Report:

Emphasis of Matter:

Recoverability of the balances of loans and advances given to various parties are yet to be determined by the management. These loans and advances are subject to confirmation by management.

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 C and forms part of this Report.

The Secretarial Auditors have in their report observed as follows:

1. Non-Compliance with regulation 31 regarding the entire promoter shareholding to be in dematerialized form and less than 50% public holding is in dematerialized form.

Remarks on Observation of Secretarial Auditor:

1. The Company is regularly pursuing promoters, promoter groups and other shareholders whose shares are in physical mode for the compliance with the SEBI order directly and/or through the Company's Share Transfer agent for getting their respective shares dematerialized.

Cost Auditors:

Requirements for Appointment of Cost Auditors are not applicable to the company.

Stock Exchange:

The Company's equity shares are listed at BSE Limited vide scrip code 524516 and the Annual Listing Fees for the year 2023-2024 has been paid.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Directors Responsibility Statement:

In accordance with the provisions of Section134 (5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31 March, 2024, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b) The directors had selected s uch accounting policies and a pplied the manmade judgments and estimates that are real 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 a ll a pplicable 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 a ll a pplicable laws and that such systems were adequate and operating effectively.

Acknowledgment: