gromo trade consultancy ltd Directors report

To,

The Members

Your Directors are pleased to present the 50^th Annual Report of the Company together with the Audited Statements ofAccounts and Auditors Report for the year ended 31^st March, 2023.

FINANCIAL RESULTS:

(Amount in Lakh.)

Particulars	2022-23	2021- 22	2022-23	2021-22
	Standalone		Consolidated
Revenue from Interest Income	173.88	171.76	173.88	171.76
Revenue from Sale of Commodities	429.40	715.32	429.40	715.32
Revenue from Finance and consultancy Services	0.00	6.50	0.00	15.00
Revenue from other Operating Income	963.23	4.43	1514.11	4.43
Total Operation Revenue	1566.51	898.01	2117.39	906.51
Depreciation	5.38	2.07	91.77	2.07
Interest	0.67	0.35	2.07	0.45
Other Expenses	1071.59	835.55		845.49
Total Expenses	1077.64	837.97	1613.04	848.01
Profit after Dep & Interest and before Tax	488.88	60.03	504.35	58.49
Provision for Taxation	(85.34)	24.10	(89.44)	24.10
Provision for Tax (deferred)	(2.69)	0.22	(2.74)	0.22
Adjustment of tax relating to earlier periods	0.80	1.81	0.80	1.81
Profit/Loss after Tax	401.64	33.90	412.96	32.36
Other Comprehensive Income	(273.85)	74.46	(273.85)	74.46
Total Comprehensive Income for the period(Comprising Profit and Other Comprehensive Income for the period)	127.80	108.36	139.20	106.82
Earning per equity share	0.09	0.01	0.09	0.01

PERFORMANCE HIGHLIGHTS:

Standalone

The Company operates in three segments i.e. Trading in commodities, Finance and activities in Sports and Entertainment. During the Financial Year 2022-23, the Company has recorded Standalone total revenue Rs. 1566.51 lakh during the year as compared to revenue of Rs. 898.01 lakh in the last year. The Company has earned net profit after tax of Rs.401.64 lakh during the year as compared to profit of Rs.33.90 lakh in the last year.

Consolidated

Being the first year of Consolidated Financials, the company has recorded Net Profit of Rs. 412.96 lakhs. The Directors are optimistic about future performance of the Company with new business venture.

DIVIDEND:

With the view to conserve financial resources of the Company, your Directors do not recommend any dividend on equity shares for the year ended 31st March, 2023.

DEPOSITS:

The company has not accepted any public deposits during the year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES:

In the current (previous) year, no amount was transferred to General reserve of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(3) (c) of the companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed: a) In the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards have been followed. b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31^st March,2023 and of the profit of the Company for the year ended on that date. c) Proper and sufficient care to the best of their knowledge and ability 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 Annual Accounts of the Company have been prepared on the on-going concern basis. e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively. f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 161 of the Companies Act, 2013 and on the recommendation of the Nomination & Remuneration Committee the Board inducted Ms. Priyanka Keshav Kumar Chaurasia as Non-Executive Independent Director w.e.f. 10^th May, 2022, later on got approval of Shareholders through postal ballot dated 16^th June, 2022.

During the year under review, the Board on recommendation of Nomination and Remuneration Committee, Ms. Priyanka Ramesh Shetye as an Additional Non-Executive Director of the Company w.e.f. 30/08/2022, later on got approval of Shareholders in their Meeting held on 30^th September, 2022.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Priyanka Ramesh Shetye, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board has recommended her re- appointment.

During the year under review, the Board has accepted resignation of Ms. Shreya Garg w.e.f. 31^st March, 2023 as Company Secretary & Compliance Officer of the Company.

After the closure of financial year, the Board has accepted resignation of Ms. Pratiksha Pankaj Mashkariya as CFO of the Company w.e.f. 20/06/2023.

After closer of F.Y. 2022-23 and before adoption of Board Report, Ms. Pratiksha Pankaj Mashkariya by professional qualification is a Company Secretary and has a versatile profile both in finance and Secretarial Department therefore appointed her as Company Secretary and Compliance Officer of the Company w.e.f. 24^th June, 2023.

After closer of F.Y. 2022-23 and before adoption of Board Report, Mr. Mahesh Pandurang Kadge is appointed as CFO of the Company w.e.f. 24^th June, 2023.

The Board has granted their gratitude towards the KMP for their time and experience provided to the Company during their tenure.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re appointment/change in designation has been given in the notice of annual general meeting.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and as specified under Regulation 16(1)(b) of the Listing Regulations in respect of their position as an "Independent Directors."

UPDATES ON RIGHT ISSUE

During the year under review, pursuant to members approvals, Stock Exchange and other Statutory approvals, the Company has issued certain Equity Shares on Right basis to its Existing Shareholders as detailed herein below-

Particulars	Issue of Securities on Right Issue to raise fund up to
	49,70,00,000/-
	Partly Paid up Equity Shares (On Application)
Date of Boards Approval	27th November, 2021
Issue Size	48,83,08,000/-
No. of Shares to be issued	12,20,77,000
Rights Entitlement Ration	43:100 (43 (Forty Three) Right Shares for every 100 (One
	Hundred) Equity Shares held by the Eligible Shareholders of our
	Company on the Record Date i.e. Thursday, March 03, 2022)
Issue Price (including Securities	Rs. 4.00/- per share with Rs. 2.00/- paid on application( Face
Premium of Rs. 4/- per shares)	Value of Rs. 0.50/- and Premium of Rs. 1.50/-)
Record Date	March 3, 2022
Issued Period	From March 14, 2022 to March 28, 2022
Date of Allotment	April 08, 2022
No. of Partly paid up Shares issued on application money	12,20,77,000

Company has received listing and trading approval vide their Letter No. DCS/Rights/KK/IP- RT/2111/2021-22 dated April 12, 2022 and DCS/RIGHTS/KK/RT-TP/13199/2021-22 dated April 20, 2022 respectively for 12,20,77,000 equity shares. The allotted Equity Shares were traded under ISIN No. IN9286N01018, Scrip Code 890166 w.e.f. Friday, April 22, 2022.

In respect of the 12,20,77,000 Partly paid-up Equity Shares issued on April 08, 2022 the Company made First and Final call of Rs. 2.00/- paid on First and final call as per below-

Particular	First and Final Call	Reminder-I	Final Reminder cum forfeiture
Call Record Date Notice Date Period of making payment	July 26, 2022 July 29, 2022 From Monday, 16th August, 2022 to Monday, 30th August, 2022	Not applicable October 29, 2022 From Monday, 7th November, 2022 to Monday, 21st November, 2022	Not applicable February 01, 2023 From Thursday, 9th February, 2023 to Friday 24th February, 2023
Call Money received (including premium)	23,15,16,286/-	Rs. 86,73,446/-	Rs. 6,64,078/-
No. of shares converted into fully paid-up Equity Shares pursuant to receipt of call money	11,57,58,143 Equity Shares	43,36,723 Equity Shares	3,32,039 Equity Shares
Date of conversion*/ allotment	September 16, 2022	January 21, 2023	May 6, 2023
Outstanding Partly paid up Equity Shares before call/reminder notice	12,20,77,000 Partly Paid up Equity Shares	63,18,857 Partly Paid up Equity Shares	19,82,134 Partly Paid up Equity Shares
Outstanding Partly paid up Equity Shares after call/reminder notice	63,18,857 Partly Paid up Equity Shares	19,82,134 Partly Paid up Equity Shares	16,50,095 Partly Paid up Equity Shares**

* Conversion include Partly paid up shares into Fully Paid up Shares.

**According to the above table, Company has not received First and Final call money of Rs. 2.00 /- (Face Value of Rs. 0.5/- and Premium of Rs. 1.50/-) on 16,50,095 Partly paid up Equity Shares is liable to forfeit.

FORFEITURE OF SHARES ON RIGHT BASIS

During the year under review, the Company issue 12,20,77,000 partly paid up Equity Shares on Right Basis at issue price of Rs. 4.00/-(Rupees Four only)(including premium of Rs. 3.00/- Only) each with Rs. 2.00/- paid on application and balance Rs. 2.00/- paid on calls.

The Company has received application money of Rs. 2.00/- on 12,20,77,000 Equity Shares but balance money of First and Final Call money of Rs. 2.00/- was received on only 12,04,26,905 Equity Shares.

Accordingly balance 16,50,095 partly paid up equity shares with the amount of application i.e. Rs. 2.00/- per shares i.e. Rs. 33,00,190/- are forfeited by the Company approved by the Board of Directors in meeting dated 18^th May, 2023.

The company has made and application to BSE for forfeiture, Once the Approval is received from BSE the company will proceed with the Corporate Action.

UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARES Total Amount Raised Rs. 48,50,07,810 Total Utilization of funds as on 30^th June,2023 in the following table: -

Original Object	Modified Object, if any	Original Allocation as per LOF	Funds Utilised	Amount of Deviation/ Variation for Quarter according to applicable object	Remarks, If any
Working Capital 1.Trade Receivables	In addition to the original object as mentioned in the LOF dated 8th March, 2022,	Rs.39,38,23,000.00 Rs.50,00,000.00	- Rs. 38,00,000.00	- -	The total original allocation expenses are excluding the
2.Cash and Cash Equivalents	company has taken shareholders	Rs.2,50,00,000.00	-	-	Estimated Issue related
3.Short-term loans and advances	approval as on 30th Sep, 2022 to utilize the funds as per the	-	Rs. 6,88,55,188.00	-	Expenses of Rs 50,25,000.00.
4.Other Assets (Investment)	Main Object, Ancillary and Other Objects as per the	Rs.16,00,00,000.00	Rs. 40,26,73,631.00	-
5. Net Other Current Assets ( Current Assets Less Current Liabilities)	MOA of the Company.	Rs.20,38,23,000.00	Rs. 6,00,000.00	-
General Corporate purposes		Rs.8,94,60,000.00	Rs.12,96,440.00	-
TOTAL		Rs.48,32,83,000.00	Rs. 47,72,25,259.00

The total actual expenses till 30th June, 2023 is Rs.44,82,361. During this Quarter we had forfeited 16,50,095 shares hence Rs. 33,00,190 (16,50,095* Rs. 2 per share) is not included in the utilisation.

The net utilisation is Rs. 48,50,07,810 44,82,361-33,00,190 = Rs. 47,72,25,259

There has been no deviation in the use of proceeds of the right Issue from the objects stated in the Offer document as per Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee, the usage & application of proceeds of the funds raised from Right Issue and also intimate the Stock Exchange(s) on a quarterly basis, as applicable.

ISSUE OF SHARES ON PREFERENTIAL BASIS

During the year under review, with the approval of Shareholders in their meeting held on 30th September, 2022 approved issue of 3,47,72,490 Equity Shares of Re. 1/- each to be issued at a price not less than Rs. 6/- to Non-

Promoters for consideration other than cash on a preferential basis pursuant to share swap basis, for purchase of 25,75,740 (Twenty-Five Lakhs Seventy Five Thousand Seven Hundred Forty) equity shares ("Sale Shares") of Prime Filx Private Limited ("PFPL").

Pursuant to the acquisition of Shares Prime Filx Private Limited ("PFPL") has become the Wholly owned Subsidiary Company of the Company.

SHARE CAPITAL

During the year under review, subsequently on considering the above increase in Share Capital, the Equity Share Capital of the Company as on 31st March, 2023 is as below: -

Authorized Share Capital of Rs. 44,25,00,000/- (Rupees Forty-Four Crores Twenty-Five Lakhs) divided into 44,25,00,000 (Forty-Four Crores Twenty-Five Lakhs) Equity Shares of Rs. 1/- (Rupees One) each, comprising of

Issued and Subscribed Share Capital is Rs. 44,07,49,490/- divided into 44,07,49,490 Equity Shares of Rs. 1/- each,

Paid up share capital is Rs. 43,97,58,423/- divided into Rs. 43,97,58,423 Equity Shares of Rs. 1/- each and 19,82,134 (Ninteen Lakh Eighty-Two Thousand one hundred Thirty -Four) Partly Paid Up Equity Shares.

"GUDGUDI"

During the year under review, the Company has entered into the growing Digital Media Space with the launch of "GudGudi" the first OTT Channel dedicated to humour.

OTT Services are amongst the fastest growing Segment of Electronic Media in India and the Company aims to be a committed Player with long term plans to be part of the transformation. The Viewers would have free access to GudGudi and enjoy both professionally produced Content as well as User Generated Content. It would stream Comedy Movies and TV Series, Stand-up Comedy and humorous Poetry (Hasya Kavi) Sessions. It would include Classic Shows and Movies from yesteryears to take Viewers down memory lane. It would also be streaming freshly produced Content made exclusively for Gudgudi as well to attract young Viewers.

The Management is positively hopeful for the generation of good profit from the new venture.

EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees ofthe Board. The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning. The performance evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held on 9^th February, 2023. The Directors expressed their satisfaction with the evaluation process, quality, quantity and timeliness of flow of information between the Companys Management and the Board.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. The policy is available on the website of the company viz www.gromotrade.com

STATUTORY AUDITORS:

M/s Dassani & Associates FRN: 009096C had tendered their inconvenience to act as Statutory Auditor of the Company due to their pre-occupancy.

Therefore the Board of Directors in their Meeting held on 06^th September, 2023 approved and appointed M/s. Bansal Gourav & Associates, Chartered Accountant, who has submitted their consent and eligibility certificate under Section 139 and sec 141 of the Companies Act, 2013 has been proposed to be appointed in the shareholders Meeting held on 29th September, 2023 and to hold the office for a period of 5 consecutive years from the conclusion of 50^th Annual General Meeting till the Conclusion of 55^th Annual General Meeting of the Company.

AUDITORS REPORT:

No Observations made in the Auditors Report and therefore do not call for any further comments under Section

134(1) of the Companies Act, 2013.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has accepted resignation of Internal Auditor of Mr. Ravi Toshniwal in their Board Meeting held on 29^th October, 2022.

The Board has appointed Mr. Deepak Mehta as Internal Auditor for the period of 2 years i.e. 2022-2023 and 2023- 2024, who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

SECRETARIAL AUDIT:

M/s Nitesh Chaudhary & Associates, Practicing Company Secretary has been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct the Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report as received from Mr. Nitesh Chaudhary is appended to this Report as Annexure I.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report for the financial year ended March 31, 2023.

EXTRACT OF ANNUAL RETURN:

Pursuant to the under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 requirements is given in the Report as Annexure III.

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31^st March, 2023 in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 annexed as Annexure V.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-2023, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The policy on Related Party transaction has been devised by your Company for determining the materiality of transaction with Related Parties and dealing with them AOC-2 is attached as Annexure II.

SUBSIDIARIES / HOLDING/ JOINT VENTURE /ASSOCIATE:

During the year under review, the Companys Investment in Tmart Platform Private Limited, for 51% Equity Shares has been reduced to 49.76% resulting the reduction of shareholding in TMARTPLATFORM is no more subsidiary of the Company w.e.f 31^st March, 2023 but will be covered under the definition of Associate Company.

The Company has made an investment of Rs. 20,86,34,940/- for the acquisition of 25,75,740 (Twenty Five Lakhs Seventy Five Thousand Seven Hundred Forty) equity shares ("Sale Shares") of Prime Filx Private Limited ("PFPL") from the Proposed Allottees at a price of Rs. 81/- (Rupees Eighty-One Only) per equity share of PFPL, through share swap basis as approved by the shareholders in their meeting held on 30^th September, 2022.

Upon the acquisition the Prime Filx Private Limited ("PFPL") became the wholly owned Subsidiary Company of the Company.

A separate statement containing the salient features of financial statements of Subsidiary Company of your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure IV in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the Subsidiary company and related information are available for inspection by the Members at the Registered Office of the Company during the business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110, Consolidated Financial Statement prepared by the Company includes financial information of its Subsidiary Company.

The Company will provide a copy of Annual Report and other documents of its subsidiary companies on the request made by any Member, investor of the Company/ Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept for inspection by any Member at the Registered Office of the Company. The statements are also available on the website of the Company www.gromotrade.com

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Actread with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have annexed as Annexure VI.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 form part of the Annual Report, have been appended to this Report as Annexure VII and Annexure VIII respectively.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The details of the number of meetings of the Board held during the Financial Year 2022-2023 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF CONDUCT:

For details, kindly refer the Annexure IX to this Report

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

AFTER COMPLITION OF FINANCIAL YEAR AND BEFORE ADOPTION OF BOARD REPORT FOR 2022-2023:

1. The Board in their meeting approved and called Balance call money of Rs. 39,64,268/- (Rupees Thirty Nine Lakhs Sixty Four Thousand Two Hundred Sixty Eight Only) towards Final Reminder cum forfeiture Notice for partly paid up equity shares of face value of Rs. 1/-.

2. The Board of Directors in their Meeting held on 13^th May, 2023 allotted 3,32,039 Equity Shares, pursuant to conversion of Partly Paid up Equity Shares into Fully Paid up share capital.

3. The Board approved forfeiture of 16,50,095 Partly Paid up Equity Shares, due to non receipt of call monies on Shares issued on Right basis.

4. After the Closure of Financial year before adoption the Board has approved and Changed the Registered Office of the Company w.e.f. 12^th August, 2023 from 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai MH 400057 IN" to 2nd Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East), Mumbai MH 400057 IN.

5. The Company has sold the entire holding consisting of 25,75,740 Equity Shares- of M/s Prime Flix Private Limited at an aggregate value of Rs. 50,00,000/- (Rupees Fifty Lakhs Only). As a result, presently, the Prime Flix Private Limited is no more the Wholly Owned Subsidiary Company of the Company w.e.f. August 12, 2023.

6. The Company has purchased remaining 51,500 Equity Shares at a price of Rs. 10/- per share of its Associate Company M/s. Tmart Platform Private Limited at an aggregate value of Rs. 5,15,000/- (Rupees Five Lakhs Fifteen Thousand Only).

As a result, the Tmart become the Wholly owned subsidiary Company of the Company w.e.f. August 12, 2023.

No Other material changes and commitments affecting the financial position of the Company occurred during Financial Year 2022-2023, till the date of this report.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the Risk Management and Internal Control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis Report that forms part of the Annual Report.

FOREIGN EXCHANGE:

he Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Financial Officer Certification as required under Schedule IV of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer Declaration about the Code of Conduct is Annexed to this Report as Annexure ‘X.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2022-2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments covered under section 186 of the Companies Act, 2013 will be produced for verification to the members at the Registered Office of the company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not required to give information relating to conservation of energy and technology absorption as the Company is not engaged in any activities referred to in Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct.

The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls. Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy Internal Financial Controls is annexed with the Auditors Report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No such order passed during the Financial Year 2022-2023.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Your company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 alongwith the requirements of SEBI(LODR), Regulations 2015.

POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys 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 employees have confirmed compliance with the Code.

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been setup to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:

The Board has framed a policy which lays down a framework in relation to Orderly succession of Directors senior Management based on recommendation made by Nomination and Remuneration Committee.

The key features of the policy are as follows:

Criteria for appointment and removal of Director, key managerial personnel and senior management. Criteria for performance evaluation. Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken‘ Green initiative in corporate Governance and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with RTA of Company.

INVESTOR RELATIONS:

Your company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee of the board meets periodically and reviews the status of the Shareholders Grievances.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For & on behalf of Board of Directors
For PRISMX GLOBAL VENTURES LIMITED
Sd/-	Sd/-
Ravindra Bhaskar Deshmukh	Priyanka Ramesh Shetye
(Executive Director)	(Non Executive Director)
DIN: 00290973	DIN: 09719611
Place: Mumbai
Date: 06/09/2023