Equity Analysis

TO THE SHARE HOLDERS

Your directors have pleasure in presenting their report together with the audited Balance sheet as at 31^s' March 2024 and Statement of Profit & Loss for the year ended on that date.

Your Company did not have any business during the period. The stated Revenue from Operations and Other Income comes from the write back of some unpaid expenses.

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024 was Rs. 1,44,00,000 consisting of 1,44.00.000 shares of Rs. 1/- each.

The present Board was working hard to restart the business of the Company and fixing its compliance issues. The Board had successfully revoked the suspension of trading of shares. As part of business revival and capital infusion plan, the Company had called an EGM to increase Authorized Capital from 1,45C r to 25 Cr and paid 18.45 Lakhs as Stamp Duty to MCA on 30/05/23.

But the Income Tax Department has raised a demand of Rs. 3,31,57,290 of the Income Tax Act. 1961 relating to the Assessment Year 2017-18 including interest of Rs. 15,78,847 till March 31st, 2024. The Board has fought this liability by filing Appeal to the Hon'ble High Court. Calcutta and the Hon'ble Court has dismissed the Appeal and directed to file appeals before income tax authorities on 05/09/2023. Appeal before Income Tax Appellate Tribunal is pending.

Your Company has written off its investments and also the loans and advances given since they were not realizable and had borrowed money from various sources for running the day-to-day operations but now since the funds are exhausted, it is difficult to continue the operations of the Company. The very existence of the Company depended upon the success of the fund-raising proposals.

Due to this huge tax demand, the right issue proposal became unviable and Management was forced to put it off. The legacy issues created by the previous management in the form of income tax liabilities, bad loans and investment in junk shares are still haunting the Company.

In order to conserve resources, the Board does not recommend payment of any Dividend on the Equity Shares for FY 202324.

The Company did not transfer any amount to General Reserve.

There are no subsidiaries or associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

There are no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2023 and May 17, 2023, being the date of this Report.

Re-appointments:- As per the provisions of the Companies Act, 2013 Mrs. Leelamma Thenumkal Joseph (DIN: 03407620), who retires by rotation at this Annual General Meeting and being eligible has offered herself for re-appointment

The Company has received necessary declarations from each independent Director under Section 149 (7) of the Companies Act, 2013 continuing that he meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.

The form DIR-12 was filed on 13/09/2022 for the removal of Mr. Niljan Basu who's ceased to be the Whole Time Director, Mrs. Ankita Haider who ceased to be the Independent Director and Mr. Saswata Sundar Laga who ceased to be the Independent Director of the company w.e.f 25-10-2021 but the same was rejected by Registrar of Companies, West Bengal as lie want the order from the National Company Law Tribunal for their removal.

Pursuant to Provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company is Mr. Vinay Somani, Company Secretary.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be.

The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (“SEBI") for evaluating the performance of the Board as a whole. Committees of the Board. Individual Directors and the Chairman. The criteria for evaluation of the Board as a whole, inter alia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.

The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company and the assessment of the quality, quantity and timeliness of flow of information between the Company, the Management and the Board which was taken into consideration by the Board in carrying out the performance evaluation.

The Nomination and Remuneration Committee (“NRC”) develops the competency requirements of the Board based on the industry and the strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. Besides the above, the NRC ensures that the new Directors are familiarized with the operations of the Company and endeavours to provide relevant training to the Directors.

In accordance with the provisions of Section 178 of the Act and the SEBI Listing Regulations, the Board of Directors have adopted a Policy on Board Diversity and Director Attributes and a Remuneration Policy.

The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to have in place, a transparent Board nomination process.

The Remuneration Policy for Directors, KMPs and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

Salient features of the Remuneration Policy, inter alia, includes:

• Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and Non- Independent Non-Executive Directors, in accordance with the provisions of the Act and as recommended by the NRC;

• Remuneration to Managing Director / Executive Directors / Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to ran the Company successfully and retain talented and qualified individuals suitable for their roles, in accordance with the defined terms of remuneration mix or composition; and

• No remuneration would be payable to Directors for services rendered in any other capacity unless the services are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession and approval of the Central Government has been received, if required, for paying the same.

The Company has also adopted a ‘Fit and Proper' Policy for ascertaining the ‘fit and proper' criteria to be adopted at the time of appointment of directors and on a continuing basis. The Company has received the ‘Fit and Proper' declarations from all the Directors of the Company in April 2022, which have been taken on record by the NRC.

Pursuant to Provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company is Mr. Vinay Somani, Company Secretary.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work perfonned by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, Indian Accounting Standards (“Ind AS”) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) Rules, 2016. notified under Section 133 of the Companies Act, 2013 (the "Act"), other relevant provisions of the Act, guidelines issued by Regulators as applicable and other accounting principles generally accepted in India have been followed and that there are no material departures there from.

b) they 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 and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other- irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards ) Rules, 2015 read with Section 133 of the Act.

There were Nil frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

The Company did not hold any deposits at the beginning of the year nor has it accepted any deposits during the year under review.

In terms of Regulations 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulation 2015, the management Discussion and Analysis report is set out in this report.

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE (Scrip Code 539673) where the Company's shares are listed and has not paid the listing fees of Calcutta Stock Exchange for last 5 years.

100% of the Company's paid up Equity share Capital is in dematerialised form as on 31/03/2024. The Company's registrar are M/s Niche Technologies Private Limited having their registered office at 3A Auckland Road. 7^th Floor. Kolkata 700017.

The Board of Directors duly met six times during the financial year from 1st April, 2022 to 31st March. 2023. The maximum Interval between any two Meetings did not exceed 120 Days as prescribed in Companies Act, 2013,

The Income Tax Department has raised a demand of Rs. 3,31,57,290 of the Income Tax Act, 1961 relating to the Assessment year 2017-18 including interest of Rs. 15,78,847 till March 31st, 2024. The Board has fought this liability by filing Appeal to the Hon'ble High Court, Calcutta and the Hon'ble Court has dismissed the Appeal and directed to file appeals before income tax authorities on 05-09-2023. Appeal before Income Tax Appellate Tribunal is pending.

The detail in respect of Internal Financial Control and their adequacy arc included in the Management and Discussion Analysis report which forms part of the financial Statements.

The details pertaining to Composition of Audit Committee are included in Corporate Governance Report which forms part of this report.

At the Annual General Meeting held on November 22, 2022 the Auditors M/s Mohan & Ravi, Emakulam were appointed as Auditor of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2027.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. BVR & Associates LLP, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report, in the prescribed Form No. MR-3, is annexed as Annexure ‘II'.

There were qualifications, reservations or adverse remarks or disclaimers made by M/s. M/s. BVR & Associates LLP in their Secretarial Audit Report dated June 21, 2024, on the Secretarial and other related records of the Company, for FY 2023-24 which the Board of Directors have given explanations as required.

As required by SEB) (Listing Obligation and Disclosure Requirements) Regulations 2015 the auditors' certificate on Corporate governance is enclosed as Annexure to tire Board Report.

The Auditor's report and Secretarial Auditor's report does not contain any qualifications, reservations or adverse remark.

The details forming part of the Extract of the Annual Return in form MGT-9 is appended as Annexure - 2.

The Financial Statements of the Company have been prepared in accordance with hid AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act..

The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial

Information required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not applicable Vo the Company.

A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, for the year ended March 31, 2022, is annexed as Annexure T.)(this is correct)

The details required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2022, are provided in a separate Annexure forming part of this Report. In terms of the first proviso to Section 136( 1) of the Act, the Report and the Accounts, excluding the aforesaid Annexure, are being sent only through electronic mode to all the Members whose e-mail addresses are registered with the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary, at the Registered Office of the Company, None of the employees listed in the said Annexure is related to any Director of the Company.

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Company does not fulfill the requirement of Net Worth, Turnover and Net Profit that invoke the provisions for Corporate Social Responsibility.

The Company has established a Vigil Mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the mechanism for reporting of ethical concerns under the TCOC and the ABAC Policy and it provides for adequate safeguards against victimization of persons who use it.

Company's ABAC Policy and to the Chairman of the Company's Audit Committee / the Chief Ethics Counselors under the Company's Whistle Blower Policy. Information regarding the mechanism and the channels for reporting concerns are communicated to the relevant stakeholders.

The Company has adopted a Policy and a Framework on Related Party Transactions (“RPTs”) tor the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations. During the year under review, the RPT Policy had been amended to, inter alia, include the amendments of the SEBI Listing Regulations.

All the RPTs that were entered into during FY 2023-24, were in ordinary course of business and on an arm's length basis. There were no transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Annual Report.

The details of RPTs as required to be disclosed by Indian Accounting Standard - 24 on “Related Party Disclosures” specified under Section 133 of the Act, read with the Companies (Indian Accounting Rules Standards) Rules, 2015, are given in the Notes to the Financial Statements.

The Company is in compliance with SS - 1 i.e. Secretarial Standard on Meetings of the Board of Directors and SS - 2 i.e. Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India.

As per Regulations 34 of the SEBI Listing Regulations, Business responsibility Report is not applicable for the company.

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ‘Prevention of Sexual Harassment' Policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”), is in place.

The company is looking for the someone who can fill the post of CFO but at present the company cannot find the correct person for the post.

Directors deeply acknowledge the trust and confidence you have placed in the company. Director would also like to thank all its Banker, Customer, Vendors and Shareholders for their continued support to the Company. In specific, the Board would also record its sincere appreciation of the Commitment and Contribution made by all employees of the Company.

The statement forming pari of Director's report may contain certain forward looking remarks within the meaning of applicable Securities Law and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or Implied by such forward looking statements.