Adharshila Capital Services Ltd Directors Report

TO THE MEMBERS

The Directors have pleasure in presenting the 31st Annual Report and the Audited Statements of Accounts of your Company for the year ended 31 si March 2024.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31 st March. 2024 are as under:-

(In Rupees)

DETAILS	Year Ended 31.03.2024	Year Ended 31.03.2023
Total Revenue	3,18.717	15,40,760
Profit/ (Loss) before Depreciation, Tax	(17,62,567)	(21,38,284)
Less : Depreciation	-	-
Contingent provisions against Standard Assets	-	-
Profit before Tax	(17,62,567)	(21,38,284)
Less: Provision for tax:-
- Current Tax	-	-
- MAT Credit entitlement	-	-
Deferred Tax Charge/(Credit)	(1,21.153)	(7,04.862)
Profit / (Loss) after Taxation	(16,41,414)	(14,33,422)
Prior Period Items	-	-
Add: Balance Brought Forward	45.81,980	60,15,402
Surplus carried to Balance Sheet	29,40,566	45,81,980

COMPANYS PERFORMANCE

During the year under review, our revenue was decreased to Rs. 3,18,717 as against the revenue of Rs. 15,40,760 in the previous year. The company has incurred a Loss after tax of Rs. 16,41,414/- as against the loss of Rs. 14,33,422/- in the previous year.

CHANGE IN mi: NATURE OF THE Bl SINESS

During the year under review, there is no change in the nature of the business of the company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2023-24.

SHAKE CAPITAL

During the year under review, the Company has neither issued any Equity Shares, Shares with Differential Voting Rights nor granted Stoek Options nor Sweat Equity. The Company has not bought back any equity shares during the year 2023-24.

As on 31st March, 2024, none of the Directors of the Company hold shares of the Company except Mr. Rajindar Kumar Khanna who is holding 2,200 (0.04%) equity shares and Mr. Rajesh Garg who is holding, 2.000 (0.04%) equity shares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in the directors of the Company.

The following are the present directors of the Companv:-

1. Mr. Harnand Tyagi

2. Mr. Rajindar Kumar Khanna

3. Mr. Harish Kumar Dhingra

4. Mr. Rajesh Garg

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and state that:

i. In the preparation of Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

ii. they have selected appropriate accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the losses of the Company for the year ended on that date.

iii. they 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. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF DEPOSITS COVERED UNDER SECTION 73 OF THE COMPANIES ACT, 2013

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed or unpaid deposits at the end of Financial Year i.e. 31st March, 2024.

\UDITORS

in accordance with the applicable provisions of the Act. the members of the Company at their 30th Annual General Meeting held in the year 2023 had appointed M/s Rajendar K. Kumar & Associates, Chartered Accountants (Firm Registration No. 0I0I42C) as the Statutory Auditors of the Company to hold office from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting to be held in the calendar year 2028.

AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Further, the Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section I34(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDIT

The Company is not required to get its secretarial records audited as the Company does not fall within the Purview of criteria as laid down in the section 204 of the Companies Act, 2013 and rules made thereunder.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-24, Five (5) Board Meetings were duly held and convened on the following dates as per the provisions of the Companies Act, 2013 and rules made there under:

S. No.	Date of Board Meeting	Mr. Harnaiul Tyagi	Mr. Rajindar Kumar Khanna	Mr. Harish Kumar Dhingra	Mr. Rajesh Garg
1.	10.04.2023	Present	Present	Present	Present
2.	15.07.2023	Present	Present	Present	Present
3.	01.09.2023	Present	Present	Present	Present
4.	I6.l 1.2023	Present	Present	Present	Present
5.	04.01.2024	Present	Present	Present	Present

ANNUAL RETURN

The Company is not having any website presently; hence placing of copy of Annual Return on the website of the Company is not applicable. However, the same is available at the Registered Office of the Company. Any member may inspect the same during the office hours upto the date of AGM.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company being a Non-Banking Finance Company (NBFC), the provision of Section 186 of the Companies Act. 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED BAR ITES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions are negotiated on an arms-length basis and are in ordinary course of business. There have been no material related party transactions made by the Company with the Directors, Key Managerial Personnel of the Company. The suitable disclosure as required in AS-18 regarding Related Party transactions has been made in the notes to financial statements.

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

Since the company is a Finance and Investment Company and has no manufacturing activity or other operations. Therefore, the provisions of Section I34(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANC IAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

SUBSIDIARY COMPANIES/JOjNT VENTURES/ASSOCIATE C OMPANY

The Company does not have any Subsidiary and or any Joint Venture Company or Associate Company. VIGIL MECHANISM

The Company does not fall within the purview of the provisions of section 177 (9) of the Companies Act, 2013 to establish a Vigil Mechanism.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of the business of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors confirm that during the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

I he Company does not fall within the purview laid down for the applicability of the provisions of section 135 of the Companies Act, 2013 regarding Corporate SociaLRs?ponsibility.

RISK MANAGEMENT

The Board reviews the operations of the organization followed by identifying potential threats to the organization and the likelihood of their occurrence, and appropriate actions to address the most likely threats. However, the elements of risk threatening the Companys existence are very minimal.

PARTICULARS Ol EMPLOYEES

Being the Public Unlisted Company, Particulars of employees as required under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

ANNUAL EVALUATION OF BOARD PLRFORMANCK

The provisions regarding Annual Evaluation of the performance of the Board and that of individual directors as prescribed in the Companies Act, 2013 ismot applicable.

THE DETAILS OF APPLICATION MARK OR ANY PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE. 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (,3I of 2016) during the year along with their status as at the end of the financial year is not applicable.

DIFFERENCE BETWEEN AMOUNT THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK AND PUBLIC FINANCIAL INSTITUTION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.