luharuka media infra ltd Directors report

To the Members of the Company,

Your directors have pleasure in presenting the 42^nd (Forty-second) Annual Report of Luharuka Media & Infra Limited ("the Company") on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31,2023.

1) FINANCIAL HIGHLIGHTS

The summary of Audited Financial performance of the Company, for the financial year ended March 31, 2023 is summarized as under:

	(Rs. in Lakh, except EPS)
PARTICULARS	2022-2023	2021-2022
Revenue from Operations	193.00	167.92
Other Income	0.45	0.00
Total Revenue	193.45	167.92
Total Expense	103.19	90.95
Profit before Tax	90.26	76.97
Current Tax	23.50	20.11
Deferred Tax	0.00	0.00
Tax of earlier year	(0.05)	(0.46)
Profit for the Year	66.81	57.32
Earnings Per Share (EPS) (Basic & Diluted)	0.07	0.06

2) FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

The Financial Statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of Sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditors.

During the year under review, your Companys total revenue from operations has increased to Rs.193.00 lakh as compared to Rs.167.92 lakh in the previous financial year. The net profit has increased to Rs.66.81 lakh as compared to Rs.57.32 lakh in the previous financial year.

In accordance with the provisions contained in Section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Financial Statements, Cash Flow Statement, Report of the Auditors, Directors Report "together with Notes and Annexures" thereto are available on the website of the Company at www.luharukamediainfra.com. Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual Report.

3) DIVIDEND

Based on the Companys financial performance for the year 2022-23 and in order to conserve cash resources to face the future challenges, the Board of Directors have not recommended any dividend on equity shares for the year ended on March 31,2023.

4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, the Company has not transferred any amount to IEPF authority. Pursuant to the Section 124 and other applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. The Company will be transferring the unclaimed and unpaid dividend of the Financial year 2015-16 from its Unpaid Dividend Account to IPEF after November 01,2023. Further all the shares in respect of which dividend remaining unpaid/unclaimed shall also be transferred to IEPF Authority.

Members who have not yet en-cashed their Final Dividends from financial year 2015-16 and thereafter are requested to make their claims to the Company / RTA. Members are requested to quote folio numbers / DP ID - Client ID in all their correspondence.

The Members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the web Form No. iEpF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred.

5) SHARE CAPITAL

During the year under review, there has been no change in share capital of the Company. The issued, subscribed and paid- up Equity Share Capital of the Company as on March 31,2023 stands at Rs.9,37,20,000/- (Rupees Nine Crore Thirty-Seven Lakh Twenty Thousand only) divided into 9,37,20,000 Equity Shares of Rs.01/- each. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc., during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor granted any stock options during the financial year.

6) TRANSFER TO RESERVES

The Board of Directors has decided to plough back the entire amount of profit in the business. Accordingly, the Company has not transferred any amount to the ‘General Reserves during the year under review. The closing balance of the retained earnings of the Company for financial year 2022-2023, after all appropriation and adjustments was Rs.545.98 lakh.

7) LISTING WITH THE STOCK EXCHANGE

Your Companys equity shares are listed on the BSE Limited. Accordingly, the annual listing fees for the financial year 2022-23 and 2023-24 has been paid to the Stock Exchange.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no Subsidiaries or Associate companies or Joint Venture(s) within the meaning of Section 2(87) or 2(6) of the Act as on March 31, 2023. Accordingly, the details required under Form AOC-1 are not applicable.

9) DEPOSITS

The Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

10) MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this Report. It is hereby confirmed that there has been no other change in the nature of business of the Company.

11) CORPORATE GOVERNANCE

Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. Our Corporate Governance practices are reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholders value legally, ethically and sustainably.

However, pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the paid up equity share capital and net worth of the Company for the preceding financial year does not exceed rupees ten crore and rupees twenty-five crore respectively and hence, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to the Company. Your Company has also intimated the same to BSE Limited vide its letter dated May 03, 2022 along with the Certificate from M/s. RDNA AND CO LLP, Chartered Accountants, certifying that the Company has not exceeded the thresholds as specified in Regulation 15 (2)(a) of the SEBI Listing Regulations for the last three consecutive preceding financial years.

Further, the Company hereby undertakes that where the provisions of the regulation 15(2) (a) of the SEBI Listing Regulations becomes applicable to the Company on a later date, it shall comply with the requirements within six months from the date on which the provisions of the said regulation becomes applicable.

12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Board of Directors is the apex body constituted by the shareholders for overseeing the Companys overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of the shareholders and other stakeholders. The Composition of the Board of Directors of the Company is in conformity with Section 149 of the Act.

The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.

As on March 31, 2023, the Board of Directors consisted of Four Directors, out of which, two Directors are NonExecutive Independent Directors, one Non-Executive Non-Independent Woman Director and one Executive Director, who is the Chairperson and Managing Director of the Company.

Following were the Directors as on March 31, 2023:

Sr. No.	Name of the Person	DIN	Category
1	Mr. Ankur Agrawal	06408167	Managing Director, Chairperson
2	Mr. Devendra Lal Thakur	00392511	Non-Executive - Independent Director
3	Mr. Milin Ramani	07697636	Non-Executive - Independent Director
4	Mrs. Apeksha Kadam	08878724	Non-Executive - Non-Independent Woman Director

Directorships and Committee Memberships/Chairpersonships in other Companies as on March 31, 2023 are given below:

Name of the Director	Category	No. of shares held in the Company	No. of Directorship in other entities (1) (Including your Company)	Position in Committees in Public & other entities (2) (Including your Company)			Names of the other listed entities where the person is a director	Category of Directorship in other Listed Companies
				Member	Chairperson
Mr. Ankur Agrawal	Executive Director-	0	11	8	1		Comfort Commotrade Limited	Non-Executive - Non Independent Director
(DIN: 06408167)	Chairperson Managing Director						Comfort Fincap Limited	Executive Director, Chairperson
							Comfort Intech Limited	Non-Executive - Non Independent Director- Chairperson
Mr. Devendra Lal Thakur	Non-Executive Independent	0	4	8		5	Comfort Commotrade Limited	Non-Executive- Independent Director
(DIN: 00392511)	Director						Comfort Fincap Limited	Non-Executive- Independent Director
							Comfort Intech Limited	Non-Executive- Independent Director
Mr. Milin Ramani	Non-Executive Independent	45	8	10		1	Comfort Commotrade Limited	Non-Executive- Independent Director
(DIN: 07697636)	Director						Comfort Fincap Limited	Non-Executive- Independent Director
							Comfort Intech Limited	Non-Executive- Independent Director
							Tree House Education & Accessories Limited	Non-Executive- Independent Director
							Hubtown Limited	Non-Executive- Independent Director
Mrs. Apeksha Kadam (DIN:	Non Executive- Non-	0	10	1		1	Comfort Commotrade Limited	Non-Executive - NonIndependent Woman Director-Chairperson
08878724)	Independent Woman Director						Comfort Fincap Limited	Non- Executive- Non Independent Woman Director
							Comfort Intech Limited	Executive Woman Director

Notes:

1. Represents Chairpersonship /Membership of Audit Committee and Stakeholders Relationship Committee of other companies.

2. None of the Directors hold directorship in more than twenty (20) Indian companies, with not more than ten (10) public limited companies. Further, pursuant to Regulation 17A of the SEBI Listing Regulations, none of the Directors on the Board serves as an Independent Director in more than seven (7) listed entities and none of the Director who is Executive Director serves as independent director in more than three (3) listed entities. Also, none of the Director acts as a member of more than ten (10) committees or acts as a chairperson of more than five (5) committees (committees being Audit Committee and Stakeholders Relationship Committee) across all Public Limited Companies in which they are Director as per Regulation 26(1) of the SEBI Listing Regulations.

3. No Director is related to any other Director on the Board in terms of the definition of ‘Relative given under the Act.

A. Change in Directors:

(1) Cessation/ Resignation:

During the year under review, there was no instance of Cessation/Resignation by any of the Director of Company.

(2) Appointment/Re-appointment:

0 Re-appointment of Mr. Devendra Lal Thakur as a Non-Executive - Independent Director.

Pursuant to provisions of the Act and SEBI Listing Regulations and based on recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Devendra Lal Thakur (DIN: 00392511) who was appointed as an Additional Director in the category of Non-Executive Independent Director, was regularized as Non-Executive Independent Director at 41^st AGM held on September 21, 2022, for the second term of five consecutive years w.e.f. October 20, 2021 till October 19, 2026.

(3) Director liable to retire by rotation:

Pursuant to provisions of Section 152(6) of the Act, Mr. Ankur Agrawal, Managing Director, retires by rotation at the ensuing 42^nd AGM and, being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Ankur Agrawal. Brief profile of Mr. Ankur Agrawal as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing 42^nd AGM which forms part of this Annual Report.

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, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

None of the Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act.

(4) Independent Directors

Independent Directors play a significant role in the governance processes of the Board. By virtue of their varied expertise and experience, they enrich the Boards decision-making and prevent possible conflicts of interest that may emerge in such decision-making and safeguards the interests of all stakeholders.

(5) Re-Appointment of Independent Directors:

Mr. Milin Ramani (DIN: 07697636) will complete his first term of appointment as an Independent Director of the Company on August 13, 2023. Based on the recommendation of the Nomination and Remuneration committee, the Board at its meeting held on May 05, 2023 approved the reappointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from August 14, 2023 till August 13, 2028, subject to approval of the shareholders in ensuing AGM. Mr. Ramani has confirmed that he meets the criteria of ‘independence under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.

The proposal for re-appointment of Mr. Ramani as an Independent Director of the Company for a second term of five consecutive years is included in the Notice convening the 42^nd AGM of the Company along with the Explanatory Statement as required under Section 102 of the Act. Mr. Ramani complies with the requirements of Stock Exchange circulars NSE/CML/2018/24 and BSE/LIST /COMP /14/2018-19, both dated June 20, 2018.

(6) Meetings of Independent Directors:

During the year under review, the Independent Directors met on January 21, 2023 as per Schedule IV of the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia to:

1. Review the performance of Non- Independent Directors and the Board of Directors as whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

3. Access the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Meeting was attended by all the Independent Directors as on that date and Mr. Devendra Lal Thakur acted as Lead Independent Director for the said Meeting. The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specified in the agendas of meetings.

II. Key Managerial Personnel (KMP):

During the year under review, Ms. Priyanka Damania has resigned as Company Secretary & Compliance Officer of the Company with effect from closure of working hours of July 25, 2022. The Board placed on record their appreciation for Ms. Priyanka Damanias services to the Company.

Further, the Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee, had considered and approved the appointment of Ms. Jankhana Gala as Company Secretary & Compliance Officer of the Company with effect from January 21, 2023.

Following were the Key Managerial Personnel as on March 31, 2023 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of the Person	Designation
1	Mr. Ankur Agrawal	Managing Director
2	Mr. Pravin Gupta	Chief Financial Officer
3	Ms. Jankhana Gala	Company Secretary

III. Directors Evaluation:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, the Board, committees, individual director and the Board as whole.

The Company has formulated a policy for performance evaluation of the Independent Directors, the Board, their committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the 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 a separate meeting of Independent Directors held on January 21, 2023, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated and they assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors.

The Independent Directors expressed their satisfaction with the evaluation process and flow of information between the Company management and the Board.

IV. Declaration by Independent Directors:

Further, the Company has received the necessary declarations from the Independent Directors under Section 149(7) of the Act, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

The Board after taking these declarations / disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.luharukamediainfra. com/InvestorsRelation.aspx.

V. Familiarization program for Independent Director(s):

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. The familiarization program aims to provide the Independent Directors their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. During the financial year 2022-23, the independent directors were updated from time to time on continuous basis on the significant changes in the regulations, duties and responsibilities of Independent Directors under the Act and SEBI Listing Regulations. The Company conducted 1 program

during the financial year 2022-23 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 7 and the time spent by Independent Directors was in the range of 12 hours. The policy on Companys familiarization program for independent directors is hosted on the Companys website http://www.luharukamediainfra.com/InvestorsRelation.aspx.

VI. Meeting of the Board and its Committees:

During the financial year ended March 31, 2023, four (4) Board Meetings were held on April 29, 2022, August 02, 2022, October 20, 2022, and January 21,2023. The necessary quorum was present for all the meetings. The details of attendance of Directors at Board Meetings during the financial year 2022-23 and at the Annual General Meeting ("AGM") of the Company are as reproduced below: -

Sr. No.Name of Member	Category	No. of Meetings attended			Attendance at 41st AGM held on 21st September, 2022
		Held during the tenure	Attended	% of attendance
1. Mr. Ankur Agrawal	Managing Director, Chairperson	4	4	100	Yes
2. Mr. Milin Ramani	Non-Executive - Independent Director	4	4	100	Yes
3. Mr. Devendra Lal Thakur	Non-Executive - Independent Director	4	4	100	Yes
4. Mrs. Apeksha Kadam	Non- Executive - NonIndependent Woman Director	4	4	100	Yes

COMMITTEES OF THE BOARD:

The Committees of the Board plays an important role in the governance structure of the Company and have been constituted to focus on specific areas and make informed decisions within the delegated authority. Each Committee is guided by its Charter or terms of reference, which provides for the composition, scope, powers and duties and responsibilities. The recommendation and/or observations and decisions are placed before the Board for information or approval. Further, the minutes of the various committee meetings are also placed before the Board in their meetings. The Chairperson of respective Committee updates the Board regarding the discussions held/ decisions taken at the committee meetings.

The Board has constituted following committees.

STATUTORY COMMITTEES

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

i) AUDIT COMMITTEE

Name of the Committee	Category and Composition		Other details
	Name	Category
Audit Committee	Mr. Devendra Lal Thakur (Chairperson)	Non-Executive - Independent Director	• During the financial year under review, the Audit Committee met 4 (Four) times on April 29, 2022, August 02, 2022, October 20, 2022 and January 21,2023;
			• The Committee comprises of three Directors out of which 2/3rd are Independent Directors and Chairperson of the committee is an Independent Director;

 

Mr. Ankur Agrawal (Member)	Executive Director Managing Director
Mr. Milin Ramani (Member)	Non-Executive - Independent Director

K There was 100% Attendance of all members in all the meetings of committee.

The AGM for the financial year 2021-22 was held on September 21, 2022 and was attended by Mr. Devendra Lal Thakur, Chairperson of the Committee.

• All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management;

• Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings;

• The Company Secretary acts as the Secretary to the Audit Committee.

• None of recommendations made by the Audit Committee were rejected by the Board.

ii) NOMINATION AND REMUNERATION COMMITTEE

Name of the	Category and Composition		Other details
Committee	Name	Category
Nomination and Remuneration Committee	Mr. Milin Ramani (Chairperson)	Non-Executive - Independent Director	• During the financial year under review, the Committee met 2 (Two) times on April 29, 2022 and January 21,2023;
	Mr. Devendra Lal Thakur (Member)	Non-Executive - Independent Director
	Mrs. Apeksha Kadam (Member)	Non-Executive - Non-Independent Director	• The Nomination and Remuneration Committee comprises of three directors out of which 2/3rd are independent directors and Chairperson of the committee is an independent director;
	• There was 100% Attendance of all members in all the meetings of committee. .		• None of recommendations made by the Committee were rejected by the Board.
	• The AGM for the financial year 2021-22 was held on September 21,2022 and was attended by Mr. Milin Ramani, Chairperson of the Committee.

? Pecuniary Relationship or Transactions with Non-Executive Directors.

During the year, there were no pecuniary relationships or transactions entered into between the Company and any of its Non-Executive / Independent Directors apart from payment of sitting fees and / or commission / perquisites as approved by the members.

• Criteria of making payment of Remuneration to Non-Executive Directors

Non-Executive Directors ("NEDs") are paid remuneration by way of Sitting Fees;

i. During the financial year 2022-23, no Commission was paid to the Non-Executive Directors;

ii. No amount by way of loan or advance has been given by the Company to any of its directors;

iii. The sitting fees payable to the NEDs for attending the Board and Committee meetings is fixed subject to the statutory ceiling. The details of sitting fees paid to the Non-Executive Independent Directors and Non- Executive Non-Independent Directors for the financial year 2022-23 are given in Annexure I.

• Details of Remuneration paid to Executive Director

The details of remuneration paid to the Executive Directors for the financial year 2022-23 are given in Annexure I of the Directors Report. The remuneration paid to the Executive Directors is inclusive of all benefits i.e. salary, bonus, etc. Non-Executive Non Independent Directors & Independent Directors were in receipt of sitting fees only. Further, Company has not issued any stock options to the Directors of the Company.

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of the Committee	Category and Composition		Other details
	Name	Category
Stakeholders Relationship Committee	Mrs. Apeksha Kadam (Chairperson)	Non-Executive - NonIndependent Director	• During the financial year under review, the Committee met 4 (Four) times on April 29, 2022, August 02, 2022, October 20, 2022 and January 21,2023;
			• The Committee comprises of four directors out of which two are independent directors. The Chairperson of the Committee is Non-Executive - Non-Independent Director;
	Mr. Ankur Agrawal (Member)	Executive DirectorManaging Director	• Details of Investor complaints and Compliance Officer are provided below;
	Mr. Devendra Lal Thakur (Member)	Non-Executive - Independent Director	• None of recommendations made by the
	Mr. Milin Ramani (Member)	Non-Executive - Independent Director
	• There was 100% Attendance of all members in all the meetings of committee.
	• The AGM for the financial year 2021-22 was held on September 21,2022 and was attended by Mrs. Apeksha Kadam, Chairperson of the Committee.

Status of Transfers:

There were no pending share transfer requests as on March 31, 2023. Complaints:

I The details of shareholders complaints received and disposed of during the financial year under review are as follows:

STATUS OF INVESTOR COMPLAINTS

1.	Pending at the beginning of the financial year 0
2.	Received during the financial year 0
3.	Disposed off during the financial year 0
4.	Pending at the end of the financial year 0

Name, designation and address of Compliance Officer:

Ms. Jankhana Gala

(appointed w.e.f. January 21,2023),

Company Secretary and Compliance Officer

A- 301, Hetal Arch, Opp. Natraj Market,

S. V. Road, Malad (West), Mumbai - 400064.

Phone No. 022-6894-8500/08/09

Attendance records of Committee Meetings

Name of the Committee	Audit Committee	Nomination and Remuneration Committee	Stakeholders Relationship Committee
No. of meetings held	4	2	4
No. of meetings attended
Name of the member
Mr. Devendra Lal Thakur	4	2	4
Mr. Milin Ramani	4	2	4
Mr. Ankur Agrawal	4	-	4
Mrs. Apeksha Kadam	-	2	4

NON-STATUTORY COMMITTEE OPERATIONS COMMITTEE

The Operations Committee of the Company was constituted by the Board of Directors in their meeting held on August 02, 2022, for operational convenience and to deal with the matters relating to frequent banking and day-to-day business affairs on urgent business without necessarily calling for a board meeting.

The Composition of the Committee as follows:

1. Mr. Ankur Agrawal, Managing Director

2. Mrs. Apeksha Kadam, Non-Executive-Non-Independent Director

The terms of reference of the Operations Committee include the following:

a) To authorize opening and closing of bank accounts & to authorize additions/deletions to the signatories pertaining to banking transactions;

b) To approve investment of surplus funds of the Company in various mutual funds, fixed deposits, govt. treasury bonds subject to limit as specified under the provisions of Section 186 of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

c) To approve any borrowing of money by the Company subject to limit as specified under the provisions of Section 180 of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

d) To grant loans or give guarantee or provide security in respect of loans on behalf of the Company subject to limit as specified under the provisions of Section 186 or any other provisions of the Companies Act, 2013 read with limits set by Shareholders of the Company from time to time;

e) To approve transactions relating to foreign exchange exposure, derivative & hedging contracts including but not limited to forward cover and derivative products (within overall aforesaid limit of investment), including delegating such power to any other official of the Company;

f) To delegate authority to the Company officials, Authorised Representative to represent the Company at various Courts, National Company Law Tribunal (NCLT), Government authorities, Stock Exchange(s), Securities and Exchange Board of India (SEBI), Securities Appellate Tribunal (SAT) or Arbitration or any Court of Law or any Tribunal or any Quasi-Judicial or Statutory or Administrative Authority to attend, sign and submit applications, petitions, plaints, written statement, counterclaim, objection petition, Complaints, vakalatnamas, evidence, affidavits and all other documents, etc.;

g) To approve, sign and execute service agreements, consultancy agreements, technical support agreements, or any other agreements, accepting Purchase Order or purchase contracts or incurring of any commitments including delegating such power to any other official/employee/authorised Representative of the Company to sign and execute such agreements;

h) Allotment and Post-Allotment activities of Companys Securities. The scope of work of this Committee is to approve allotment, issue of Certificate/Letter of allotment, transfer, transmission, re-materialisation, issue of duplicate certificates, consolidation /split of Companys domestic and foreign Securities, (if any);

During the period under review, no meetings of Operations Committee were held.

14) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)

Your Company had 7 employees as on March 31, 2023. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I and forms part of this report.

15) AUDITORS

A. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act, M/s. R S R V & Associates, Chartered Accountants, (FRN: 115691 W) were appointed as Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. R D N A and Co. LLP, Chartered Accountants, as Statutory Auditor of the Company w.e.f. August 02, 2022 to hold office till the conclusion of 41st AGM of the Company.

Further, at the AGM held on September 21,2022, the Members of the Company had approved the appointment of M/s. R S R V & Associates, Chartered Accountants, (FRN: 115691W), as the Statutory Auditor of the Company for a period of 5 consecutive years to hold office from the conclusion of the 41^st AGM till the conclusion of the 46th aGm to be held in 2027.

Further, the report of the Statutory Auditor along with the notes is enclosed with the Financial Statements. The Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Auditor of the Company have not reported any fraud as specified under Section 143(12) of the Act.

B. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2022-23 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form mR-3. The report of the Secretarial Auditor for the financial year 2022-23 is annexed as Annexure II to this Report. The report is self-explanatory and does not have any qualifications, reservation and adverse remarks for the financial year ended March 31, 2023.

Further, the Secretarial Auditor was present at the last AGM.

C. INTERNAL AUDITOR

M/s. ASHP & Co., Chartered Accountants, Mumbai performed the duties of internal auditors of the Company for the financial year 2022-23 and their report is reviewed by the Audit committee from time to time.

D. COST AUDITOR

Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your company.

16) NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and as approved by the Nomination and Remuneration Committee and the Board. The policy inter-alia covers the Directors, Key Managerial Personnel and other senior management appointment and remuneration. It is driven by the success and performance of the individual employees and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. The policy is available on website of the Company at web link http:// www.luharukamediainfra.com/InvestorsRelation.aspx. The policy covers the following aspects:

• Appointment of Directors, KMP and other senior management

• To evaluate the performance of the members of the Board.

• To ensure remuneration payable to Directors, KMP & other senior Management strike appropriate balance and commensurate among others with the functioning of the Company and its long-term objectives.

• To retain motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create a competitive advantage.

• To recommend to the board, all remuneration, in whatever form, payable to senior management.

17) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading Regulations"). The Company has amended the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading in the Board Meeting held on May 05, 2023.

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations.

The Code is available on website of the Company at web link: http://www.luharukamediainfra.com/Investors Relation.aspx.

18) RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into are into at an arms length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature and entered into in the ordinary course of business and at arms length. All related party transactions are placed before the Audit Committee and Board of Directors for review and approval on quarterly basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report. Details of the Related Party Transactions are provided in the accompanying Financial Statements which form part of this Annual Report.

The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/ Board of Directors/ Shareholders of related party transactions and subsequent material modification thereof, reporting and disclosure requirements in compliance with the Act and the SEBI Listing Regulations. The RPT policy has been uploaded on the website of the Company and can be accessed at the following link http://www.luharukamediainfra.com/ InvestorsRelation.aspx.

Some of our directors are also appointed as Directors in our group companies, and loans issued to such entities are disclosed in notes to the financial statements. No other loan/advances were given to any company/firm in which any of the Directors are interested except for those which are disclosed in the notes to financials.

19) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companys Vigil Mechanism/ Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal.

Details of the Vigil Mechanism and Whistleblower policy are made available on the Companys website at http://www. luharukamediainfra.com/InvestorsRelation.aspx.

During the financial year 2022-23, no cases under this mechanism were reported to the Company.

20) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to upheld and maintain the dignity of women employees and to provide a safe and conducive work environment to all its employees and associates working in the Company. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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 received no complaints pertaining to sexual harassment during financial year 2022-23.

21) ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return of the Company for financial year 2022-23 is available on Companys website at http:// www.luharukamediainfra.com/InvestorsRelation.aspx.

22) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, and to the best of Boards knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

i. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profits of the Company for the financial year under review;

iii. The Directors have 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 have 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 operating effectively;

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

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2022-23.

24) INTERNAL SYSTEMS AND CONTROL THEIR ADEQUACY

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the Financial Year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

25) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the

Company. The Company continued to give major emphasis for conservation of Energy. The Companys operations do not require significant import of technology.

26) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Foreign Exchange Used	Nil	Nil
Foreign Exchange Earned	Nil	Nil

27) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company does not come under the purview of the provisions of Section 135 of the Act read with the Rules prescribed therein, relating to Corporate Social Responsibility.

28) BUSINESS RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided in this annual report in Management Discussion and Analysis.

29) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. Pursuant to Regulations 34(3) of the Listing Regulations, 2015, the particulars of loans / advances have been disclosed in the notes to financial statements.

30) MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Managing Director ("MD") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended March 31, 2023 and the same forms part of this Annual Report.

31) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2022-23, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in future.

32) SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33) CODE OF CONDUCT

The Company has formulated and adopted Code of Conduct for members of the board of directors and senior management personnel (which incorporates the duties of Independent Directors as laid down in Schedule IV of the Act (‘Code for Independent Directors) in accordance with Regulation 17(5) of the Listing Regulations) which is available on Companys website at www.luharukamediainfra.com.

The Company has received confirmation from all members of the Board of Directors and Senior Management Personnel regarding compliance of the Code for the year under review. The declaration signed by Mr. Ankur Agrawal, Managing Director stating that the members of board of directors and senior management personnel have affirmed compliance with the Code of Conduct of board of directors and senior management personnel is forming part of this report as Annexure III.

34) GENERAL DISCLOSURE

• There has been no change in the nature of business of the Company;

• There was no revision in the financial statements;

• The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.;

• The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.;

• The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

• During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

• During the year under review, no funds were raised through preferential allotment or qualified institutional placement.

• The Company has complied with relevant guidelines as prescribed by Reserve Bank of India from time to time and filed necessary forms as required by the NBFCs.

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the financial year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

35) ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners, communities and regulators - for achieving our long-term vision aligned with our stakeholders interests.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company and their families during the year.

	BY ORDER OF THE BOARD OF DIRECTORS OF
	LUHARUKA MEDIA & INFRA LIMITED
	Sd/-
	ANKUR AGRAWAL
	CHAIRPERSON & MANAGING DIRECTOR
	DIN: 06408167
Date : August H, 2023
Place : Mumbai