To, 

The Members, 

Your directors are pleased to present the 39th Annual Report on the business
of the Company and the Audited Financial Statement for the year ended 31st
March 2023. 

HIGHLIGHTS OF PERFORMANCE: 

Following figures summarize the financial performance of the Company for the year
2022-2023 

(Actual in Lakhs) 


  

    

    
For the year ended 31.3.2023
    
For the year ended 31.3.2022
  
  

    
Particulars
    

    

  
  

    

    
Rs.
    
Rs.
  
  

    
Revenue from Operations
    
15.00
    
9.50
  
  

    
Other Income
    
0.58
    
0.01
  
  

    
Total Income
    
15.58
    
9.51
  
  

    
Expenses
    
11.55
    
13.64
  
  

    
Net Profit (Loss) for the year
    
3.49
    
-4.13
  


Your directors inform you that your Company is being revived during 2022-23. The
Company has generated profit of Rs 3.49(lacs) in the year 2022-23 in comparison to loss of
Rs. 4.13 (Lacs) in the year 2021-22. 

DIVIDEND 

In view of carried forward loss, your directors do not recommend any Dividend for the
year under review. 

APPROPRATION OF RESERVES 

The Company is not required to transfer any amount to reserve. No amount is transferred
to any reserve in view of loss. 

SHARE CAPITAL 

There have been no changes in the share capital during the year under review. 

Paid up Equity Share Capital as on 31st March, 2023 was Rs.653.76 lakhs.
During the year under review, the Company has neither issued shares with differential
voting rights nor issued sweat equity or granted stock options. 


Annual Report 2022-2023 


COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS 

Current Net Worth of the company is negative Rs 69.06 (lacs) only, which Director are
confident to make it positive. 

GENERAL 

The Company's COR of NBFC which was surrendered to RBI on 3rd April 2018 is
not yet cancelled. The company has not done any NBFI business during the year. The Company
is a going concern. Surplus funds are invested in quoted shares or bank FD on temporary
basis. At the year-end they are liquidated. 

SUBSIDIARY COMPANIES 

The Company has no subsidiary company as on March 31, 2023. There are no associate
companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") 

DIRECTORS' RESPONSIBILITY STATEMENT a) That in the preparation of the annual financial
statements for the year ended March 31, 2023, the applicable accounting standards as
advised by the auditors have been followed along with proper explanation relating to
material departures, if any; b) That such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the Profit and
Loss of the Company for the year ended on that date; c) That proper and sufficient care
has been taken 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) That the annual financial
statements have been prepared on a going concern basis and applying IND_AS. e) Those
proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively. f) Those systems to ensure compliances with the
provisions of all applicable laws were in place and were adequate and operating
effectively. 

OPERATIONS, FUTURE PLAN & CHANGE OF BUSINESS 

The Company has been doing necessary compliances. During the year no NBFI Business was
carried out. Equity Shares of the Company is listed on BSE under Code No. 508963. 

Future Plan: 

a. The Company will utilize the experience of Promoters/Directors in financial
technology for Legal & 

Investment advisory and looking for business depending upon raising capital. b. At
present the focus is to do proprietary investment business. Buying of stressed assets from
banks & institutions and adding value to those assets by stabilizing their titles,
business operation/Asset & Liabilities and sale them after adding value. c. Legal and
Investment Consultancy. d. 

DEPOSITS 

Your Company has neither accepted nor renewed any deposits within the meaning of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. 

DETAILS OF DIRECTORS OR KMP WHICH WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR: 

Mr. Dharmen Mehta is Chairman of the Company. 

Approved Appointment of Ms. Priti Kumar as Company Secretary and Compliance Officer of
the Company with effect from 07th July, 2022 

BOARD MEETING HELD DURING THE YEAR. 

Six Meetings of Board of Director were held during the year on 30.05.2022, 07.07.2022,
12.08.2022, 14.11.2022, 13.02.2023 and 27.02.2023 For details of meetings of the Board
please refer to the Corporate Governance 

Report, which forms part of the Board's Report. 

BOARD EVALUATION 

The Board of Directors has carried out an Annual Evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
("SEBI") under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. (‘The history Regulations') 

The performance of the Board were evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning etc. 

The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee") reviewed the performance of the individual directors on the basis of the
criteria such as contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role. 

Independent Director reviewed the performance of the board as a whole and performance
of the Chairman, taking into account the views of the same was discussed in the board
meeting that followed after the review. 

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS 

The Company's policy on Directors' Appointment and Remuneration and other matters
provided in Section 178(3) of the Act has been stated in the Corporate Governance Report,
which forms part of the Board's Report. 

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY 

The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis, which forms part of this report. 

HUMAN RESOURCES 

Company's relations with the employee continued to be harmonious and cordial during the
year under review. 

AUDITORS 

(1) Statutory Auditors: 

In terms of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors is done at Annual General Meeting held in Financial Year 2022.
(2) Secretarial Auditors: 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 of the Company appointed Sark & Associates to undertake the Secretarial
Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report is
annexed herewith. The Secretarial Audit Report for the financial year ended March 31, 2023
contains observations. Directors' reply on the Auditors comment is as follow: 

Explanation for observations:- 

The Company provides for retirement benefits on cash basis as No. of employees are
less. 

OPPORTUNITIES, THREATS, RISK AND CONCERNS 

There is good opportunities in investment and dealing in stressed Assets. The Company
is in need of more funds to deal in stressed Assets and other businesses. 

SEGMENT WISE PERFORMANCE 

The Company doesn't have any functional segment right now. 

FINANCIAL PERFORMANCE 

A summary of the financial performance vis-a-vis operational performance is disclosed
in Board's Report. 

INTERNAL CONTROL SYSTEMS AND ADEQUACY 

The Company has adequate internal control systems including suitable monitoring
procedure commensurate with its size and the nature of the business. The internal control
systems provide for all documented policies, guidelines, authorization and approval
procedures. The statutory auditors while conducting the statutory audit, review and
evaluate the internal controls and their observations are discussed with the Audit
committee of the Board. 

CAUTIONARY STATEMENT: 

Statements in the Management Discussion and Analysis describing the Company's
objectives, projections, estimates, expectations may be 'forward looking statements'
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a
difference to the Company's operations include financial position of the company, economic
conditions affecting demand / supply, price conditions in the domestic and overseas market
in which the company operates, changes in the government regulations, tax laws and other
statutes. 

AUDIT COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS
RELATIONSHIP COMMITTEE 

The details pertaining to composition of audit committee & Nomination and
Remuneration Committee and Stakeholders Relationship Committee are included in the
Corporate Governance Report, which forms part of this report. 

RISK MANAGEMENT: 

The Board of the Company has formed a Risk Management Committee. The Committee is
responsible for reviewing implementing and monitoring the risk management plan and
ensuring its effectiveness. Details of the internal controls system are given in the
Management Discussion and Analysis Report, which forms part of the Directors' Report. 

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS. 

The Company has not provided any loans and not given any guarantees nor provided
securities to any of the entities or made investments pursuant to Section 186 of the
Companies Act, 2013 during the year under review. 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES. 

Particulars of contract or arrangement with related parties as referred in sec 188 (1)
of Companies Act 2013 in prescribed form AOC-2 is appended to Board Report. 

CSR POLICY 

The Company does not fall in any of the criteria as set out in Section 135(1) of the
Act and accordingly Company is not required to comply with the same in respect of
Corporate Social Responsibility. 

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE. 

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employee at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a sage working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee headed by Women Director, known as the
Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual
harassment if any and recommend appropriate actions. 

The Company has not received any complaint of sexual harassment during the financial
year 2022-2023. 

VIGIL MECHANISM/ WHISTLE BLOWER POLICY 

The Company has adopted a Vigil Mechanism /Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company has been denied
access to the Audit Committee. 

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS: 

No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company as well as operation
of the Company in future. 

Bombay Stock Exchange had appointed forensic auditor to verify the revival of the
Company. They have clearly indicated that there is no misuse or diversion of funds. 

PARTICULARS OF EMPLOYEES AND REMUNERATION: 

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding
the prescribed limits, during the Financial year 2022-23 

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013: 

The details forming part of the extract of the Annual Return in form MGT 9 is annexed
herewith as "Annexure -III". 

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149: 

In accordance with requirements of Section 149(6) and (7) of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, all the independent director has given declarations of
independence in the first board meeting of the current financial year. 

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND BALANCE SHEET DATE: 

There are no material changes and commitments that would affect financial position of
the company from the end of the financial year of the company to which the financial
statements relate and the date of the directors report. 

ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: 

A) Conservation of Energy: 

Your Company is serious in conserving energy by reducing consumption of power in the
offices has not made any capital investment. 

B) Technology absorption: 

Your Company has taken new initiative towards Investment technology for absorption
which are developed in house and therefore not made any expenditure on research and
development. 

C) Foreign Exchange earnings and outgo: 

There is no inflow or out flow of Foreign exchange during the year. 

D) The change in nature of business: 

There is change in nature business of the company during the year under review as
stated above. 

STATEMENT OF COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS 

In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on meeting of
Board of Directors effective from 20/01/2017) your directors state that the Company is
compliant of applicable Secretarial Standards during the year review. 

ACKNOWLEDGEMENT 

Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from all the stakeholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the committed
services by the Company's executives, staff and workers. 

For and on behalf of the Board of Directors 


  

    

    
Sd/-
    
Sd/-
  
  

    
Place: Mumbai
    
Dharmen Mehta
    
Rajankumar Shah
  
  

    
Dated: 30.05.2023
    
 DIRECTOR
    
DIRECTOR
  
  

    

    
(Din : 00036787)
    
(Din : 08619751)