Equity Analysis

Directors Report

    Mafia Trends Ltd
    Industry :  Trading
    BSE Code
    ISIN Demat
    Book Value()
    543613
    INE0KQQ01011
    17.0884506
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    24.73
    8.22
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0.75
    10
    0.54
     

To,

The Members,

Mafia Trends Limited,

Ahmedabad

Your directors have pleasure in presenting the 7th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

I. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is given hereunder

(Rounded off in Lakhs.)

PARTICULARS FOR THE YEARENDED ON 31.03.2024 FOR THE YEAR ENDED ON 31.03.2023
Net Income from Business Operations 663.06 768.34
Other Income 19.25 2.32
Total Income 682.31 770.66
Total Expenses except depreciation and tax 632.25 737.90
Profit / (loss) before depreciation & tax 50.06 32.76
Less Depreciation 0.71 0.94
Profit before Tax 49.35 31.82
Prior Period Items 0 0
Profit before Tax 49.35 31.82
Less Tax Expenses: 16.17 11.26
Net Profit after T ax 33.18 20.56

II. STATE OF AFFAIRS:

The company is engaged in the business of marketing and selling of men's fashion which includes apparels such as jeans, t-shirts, shirts, chinos, formal trousers and formal shirts. There has been no change in the business of the company during the financial year ended 31st march, 2024.

The highlights of the company's performance are as under:

i. Revenue from operations for the year ended on 31st march 2024 and 31st March, 2023 is Rs. 663.06 Lakhs and Rs. 768.34 Lakhs respectively.

Ii. Other incomes for the year ended for the year ended on 31st March 2024 and 31st March, 2023 is Rs. 19.25 Lakhs and Rs. 2.32 Lakhs respectively.

Iii. Net profit for the year ended for the year ended on 31st March 2024 and 31st March, 2023 is Rs. 33.18 Lakhs and Rs. 20.56 Lakhs respectively.

III. DIVIDEND:

During the year the company has Profit of Rs.33.18 (In lakhs) all the profit is transferred to reserve of the company, Board of directors have not recommended any dividend for the year ended on 31st March, 2024.

Your Board has declared the interim Dividend, the details of which are as follows:

Date of Board Meeting Rate of Dividend Record date
22/04/2024 Interim Dividend of Rs. 0.10/- (10%)per Equity share the face value of Rs. 10/- each on the Equity share 03/05/2024

IV. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the company has not transferred any amount to Investor Education and Protection Fund.

V. TRANSFER TO RESERVES

During the year under review, the Company has transferred profit of 33.18 (In lakhs) amount to reserves.

VI. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

VII. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD - 2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

VIII. CHANGE IN THE NATURE OF THE BUSINESS

The Company is registered with Registrar of Companies as Specialty Retail Textile Company and there is no change in the nature of the business of the Company.

IX. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in registered office of the company.

X. SHARE CAPITAL:

Authorised Capital:

The Authorized Share capital of the Company is Rs. 4,45,00,000/- (Rupees Four Crores Forty- Five Lakhs Only) divided into 44,50,000 (Fourty Four Lakhs Fifty Thousand) Equity shares of Rs. 10/- (Rupees Ten only) each.

However, Company has increased Authorized capital after the end of financial year 2023-24 to Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each through Ordinar resolution in the ExtraOrdinary General Meeting held on June 07, 2024.

Issued, Subscribed & Paid-up Capital:

The Issued, Subscribed and Paid Up Capital of the company is Rs. 4,43,35,500/- (Four Crore Forty-Three Lakhs Thirty-Five Thousands Five Hundred Only) Equity Shares of Rs. 10/- Only (Rupees Ten Only).

XI. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

XIII. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

XIV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2023-24.

XV. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or T ribunal which can have impact on the going concern status and the Company's operations in future.

XVI. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no guarantees provided or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. However certain loans were provided by the company during the year under review.

XVII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

XVIII. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report as Annexure- A.

XIX. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

XX. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. COMPOSITION OF BOARD:

Name of Directors Designation Category No. of Board Meeting Held (excluding ID Meeting) No. of Board entitled to attend No. of Board Meeting attended
Rajendra Singh Rajpurohit Director Managing Director 7 7 7
Mahendra Signh Rajpurohit Director Whole Time Director 7 7 7
Amit Rameshbhai Uttamchandani1 Director Non Executive Independent 7 3 3
Parimal Suryakant Patwa2 Director Non Executive Independent 7 3 3
Divya Savjibhai Thakor Director Non Executive 7 7 2
Harsh Singrodia5 Director Independent 7 1 1
Pankaj Baid6 Zafar Umar Quereshi3/7 Director Director Independent Independent 7 1 1
Susan Yamin Shaikh4/8 Director Independent - - -

INDUCTIONS:

1. Mr. Amit Rameshbhai Uttamchandani has been appointed as additional director of the company under category of Non- Executive Independent director w.e.f. 17/08/2023 and Mmebers of the Company have regularized his appointment as an Independent Director in the Annual General Meeting held on 29/09/2023.

2. Mr. Parimal Suryakant Patwa has been appointed as additional director of the company under category of Non- Executive Independent director w.e.f. 17/08/2023 and Mmebers of the Company have regularized his appointment as an Independent Director in the Annual General Meeting held on 29/09/2023.

3. Mr. Zafar Umar Quereshi has been appointed as additional director of the company under category of Non- Executive Independent director w.e.f. 24/05/2024.

4. Mrs. Susan Yamin Shaikh has been appointed as additional director of the company under category of Non- Executive Independent director w.e.f. 23/05/2024.

CESSATIONS:

5. Mr. Harsh Singrodia has resigned from office of Independent Director of the company with effect from 08/05/2023.

6. Mr. Pankaj Baid has resigned from the office of Independent Director of the company with effect from 10/05/2023.

7. Mr. Zafar Umar Quereshi has resigned from the office of Independent Director of the company with effect from 04/09/2024.

8. Mrs. Susan Yamin Shaikh has resigned from the office of Independent Director of the company with effect from 04/09/2024.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mahendra Singh Rajpurohit (DIN: 07684132) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. KEY MANAGERIAL PERSONNEL:

a) Mr. Nikundra Harjibhai Desai has resigned from the office of Chief Financial Officer w.e.f. 28/04/2023.

b) Mr. Rajendra Singh Rajpurohit, Managing Director of the Company has also designated as Chief Financial Officer w.e.f. 08/05/2023.

c) Mr. Shashank Poddar has resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 07/06/2023

d) Mrs. Nehal Hareshbhai Kothari was appointed as Company Secretary and Compliance Officer w.e.f. 17 /08/2023

e) Mr. Mahendra Signh Rajpurohit is a Whole Time Director of the Company

iv. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

v. DECLARATION OF INDEPENDENCE:

Mr. Amit Rameshbhai Uttamchandani (DIN: 10278185) , Mr. Parimal Suryakant Patwa (DIN: 00093852) are the existing Independent Directors the Company have given declarations confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re- enactment(s) for the time being in force). The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

vi. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Seven (7) times on 08/05/2023, 30/05/2023, 12/07/2023, 17/08/2023, 05/09/2023, 13/11/2023 and 12/02/2024 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

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XXI. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: —

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 or loss of the Company for the year under review.

iii. The directors had taken proper and sufficient 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

XXII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

Name of Director Category of Directorship Designation Number of meetings held Number of meetings attended
Mr. Amit R Uttamchandani Independent Director Chairman 4 4
Mr. Parimal S Patwa Independent director Member 4 4
Mr. Rajendra Singh Rajpurohit Non-Executive Director Member 4 4

During the year there is no change in the members and Chairman of the committee.

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

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• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2023, 17/08/2023,13/11/2023 and 12/02/2024.

Presence of Chairman of Audit Committee in previous AGM:

Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General Meeting held on September 29, 2023.

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

The details of composition of Nomination and Remuneration Committee are as follows:

Name Of Director Category of Directorship Designation Number of meetings held Number of meetings attended
Mr. Amit R Uttamchandani Independent Director Chairman 2 2
Mr. Parimal S Patwa Independent director Member 2 2
Ms. Divya Thakor Non-Executive Director Member 2 2

During the year there is no change in the members and Chairman of the committee.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the company www.mafiatrends.com

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31stMarch 2024, the Nomination and Remuneration Committee met Two times on 08/05/2023 and 17/08/2023.

[C]STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

Name of Director Category of Directorship Designation Number of meetings held Number of meetings attended
Mr. Amit R Uttamchandani Independent Director Chairman 1 1
Mr. Parimal S Patwa Independent director Member 1 1
Mr. Rajendra Singh Rajpurohit Non-Executive Director Member 1 1

During the year there is no change in the members and Chairman of the committee.

During the financial year ended on 31stMarch 2024, the Stakeholders Relationship Committee met one-time on 07/03/2024.

• Oversee and review all matters connected with the transfer of the Company's securities.

• Monitor Redressal of investors' / shareholders' / security holders' grievances.

• Oversee the performance of the Company's Registrar and T ransfer Agents

• Recommend methods to upgrade the standard of services to investors.

• Carry out any other function as is referred by the board from time to time or enforced by any statutory notification/ amendment or medication as may be applicable

Details of Investor's grievances/ Complaints:

No. of Complaints pending as on April 01, 2023 Nil
No. of Complaints identified and reported during Financial Year 2023-24 Nil
No. of Complaints disposed during the year ended March 31, 2024 Nil
No. of pending Complaints as on March 31,2024 Nil

There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2023-24.

COMPLIANCE OFFICER

Mrs. Nehal Hareshbhai Kothari, is appointed as compliance officer in the Company.

Presence of Chairman in the previous AGM:

Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General Meeting held on September 29, 2023.

XXIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.mafiatrends.com

XIV. AUDITORS:

A. Statutory Auditors

Presently, M/s. Piyush Kothari & Associates., Chartered Accountants, (FRN: 140711W) is appointed as Statutory Auditor of the Company to hold office from the conclusion of the 4th Annual General Meeting of the company till the conclusion of 9th AGM of the company i.e., for a term of five years.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush Kothari & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Further, M/s. Piyush Kothari & Associates, Chartered Accountants, having registration number FRN No. 140711W has tendered their resignation from the position of Statutory Auditors of the Company from the financial year 2024-25 stating the reason that the pre-occupancy with other work along with shortage of time and lack of manpower, they may not be in a position to devote their adequate time with respect to the affairs of the Company. Therefore, they express their inability to continue as Statutory Auditors of the Company for the remaining term.

Further, M/s. Asit N. Shah & Co, Chartered Accountants, Ahmedabad (FRN.: 100624W), has been appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of previous Auditor viz. M/s. Piyush Kothari & Associates, Chartered Accountants.

Your board has proposed the appointment of M/s. Asit N. Shah & Co., Chartered Accountants (FRN No. : 100624W) as statutory auditor of the Company from F.Y.2024-2025 to F.Y.2028-29.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

B. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s. Umiya Consultancy, Accountant, as an Internal Auditor of the Company.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

D. Secretarial Auditors

Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Secretarial Audit Report issued by M/s. Aanal Mehta & Associates Practicing Company Secretary in Form-MR-3, attached and marked as Annexure "B", for the period under review forms part of this report.

The said report contains certain observation or qualifications which are as under

Qualification Explanation
During the year under review, it was observed that there have been delays in recording entries in the Structured Digital Database (SDD) software by the Company. The management clarified due to technicalities of the Software could not made UPSI entries within due time. However, the management has purchased the SDD Software in the month of April 2023 and adhered to the compliance with SEBI (Prohibitions of Insider Trading), Regulations, 2015

XXV. CORPORATE GOVERNANCE:

Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange. Hence, your Company is listed on SME platform of BSE Limited, the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXVI. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report.

XXVII. GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their email address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

XXVIII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

XXIX. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions under Section 135 of the Companies Act, 2013 are not applicable to the Company hence, your Company has not developed and implemented any Corporate Social Responsibility initiatives.

XXX. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company

XXXI. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the Companies Act. 2013, the Annual Return as on 31st March, 2024 is available on the Company's Website at www.mafiatrends.com.

XXXII. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act.

The Independent Directors appointed during the year have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

XXXIII. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE

INSOLVENCYAND BANKRUPTCY CODE, 2016: !

During the financial year ended on 31stMarch, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company

XXXIV. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE I

TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM

THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

Not applicable during the year under review.

XXXV. OTHER DISCLOSURES / REPORTING:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with diff) erential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any [ scheme save and except ESOPs referred to in this Report. ]

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

XXXVI. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

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Place: Ahmedabad FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Date: 04/09/2024 Sd/- Sd/-
Rajendra Singh Rajpurohit Mahendra Singh Rajpurohit
Managing Director & CFO Wholetime Director
DIN:07684092 DIN:07684132