Adhata Global Ltd Directors Report

During the period under review, the company has registered revenue of Rs. 4,98,87,158/- as against previous years revenue of Rs. 10,48,54,992/- due to poor market and willful restructuring of business. Your company posted Loss after Taxes of Rs (92,54,163)/- as against previous year loss of Rs. (4,29,47,285)/-. Your Directors are continuously looking forward for future growth avenues.

In view of the losses, your directors have not recommended any dividend for the financial year 2023-2024.

No amount has been transferred to reserves and surplus during the year.

The Company does not have any subsidiary, joint venture and associated Companies.

No material change and commitment have occurred from the date of close to the financial year till the date of this report, which affect the financial position of the companies.

Pursuant to the provisions of Section 4(4), Section 13 read with Rule 29 of the Companies (Incorporation), Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Registrar of Companies has approved the application for change of name of the Company from M V COTSPIN LIMITED to ADHATA GLOBAL LIMITED w.e.f 30.10.2023.

A detailed review of business risk and the corporations plan to mitigate them is presented to the Board. The Corporation has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Board.

The Company has proper and adequate system of internal control which is commensurate with the size and the nature of business, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and commercial transaction are authorized, recorded and reported correctly. The internal control is supplemented by an extensive program of internal and external audits. The company accords greatest importance to the security of its information assets and has the requisite security controls and checks. Adequate storage and back-up system is maintained to ensure security and availability of data at all times.

10. DIRECTORS AND KEY MANGERAL PERSONNEL

As per the Companies Act 2013, Mr. Vivek Agarwala (DIN- 00595954) Director of the company will retire by rotation at the ensuring AGM and being eligible, has offered himself for reappointment.

Mr. Vinay Dalmia (DIN- 01219851), Mr. Vivek Agarwala (DIN- 00595954), Mr. Sumit Uthra (DIN-00389984) and Mrs. Smita Agarwal (DIN- 00200242) and Mr. Hari Prakash Gupta (DIN:00173929) are the Directors of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Vinay Dalmia Whole time Director, Ms, Vijaya Kumari, Chief Financial Officer and Ms. Bina Padia, Company Secretary of the Company.

11. PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposit within the meaning of provision of Chapter V- Acceptance of Deposits by Companies of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

12. WHISTLE BLOWER POLICY /VIGIL MECHANISM

The Company has a Whistle Blower Policy, which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism.

13. CORPORATE SOCIAL RESPONSIBILITY

No CSR policy has been adopted by the company in the current financial year as the same is not applicable to the company.

14. HUMAN RESOURCES

Your Company consider its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficient empowered and such work environment propels them to achieve higher level of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

15. DIRECTORS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern basis; e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. PARTICULARS OF EMPLOYEES

Since, the company does not fall under the prescribed limit of the aforesaid provisions under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, this requirement is not applicable to the Company.

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/ unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

18. NO OF BOARD MEETINGS

6 (Six) meetings of the Board of Directors were held during the year.

19. AUDIT COMMITTEE

The Audit Committee Comprises of Mr. Sumit Uthra-Independent Director (DIN-00389984) chairman of the Committee, Mr. Hari Prakash Gupta- Non-Executive Independent Director (DIN-00173929) and Mrs. Smita Agarwal (DIN-00200242) as other member.

20. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Committee also carries out evaluation of every Directors performance. The Committee has formulated the criteria for determining qualifications, positive attributes, independence of the Director send recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

21. EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in form MGT-9 is annexed herewith and forms part of this report and marked as “Annexure-A”

22. COVERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure ‘B to the Boards Report. The Foreign exchange earnings amount to Rs. NIL and foreign Exchange Outgo amount to Rs. 4,06,25,636 /- during the year.

23. AUDITORS:

Statutory Auditors:

M/s P. K. AJITSARIA & CO, Chartered Accountants, (ICAI Firm Registration No 317046E), Statutory Auditors of the Company, has been appointed as statutory auditors of the company at the Annual General Meeting held on 10.09.2020 for a period of five years up to the conclusion of the 31^st Annual General Meeting of the Company to be held in the year 2024.

During the year, the Statutory Auditors have confirmed their re-appointment, was in conformity with the limits specified in the said Section.

Secretarial Auditors:

Pursuant to the provision of Section 204 of the Companies act 2013 and the companies (Appointment and Remuneration personnel) Rules 2014, the Company has appointed Mrs. Arti Vyas, practicing Company Secretary as its Secretarial Auditors to undertake the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report certified by our Secretarial Auditors, in specified form MR-3 is annexed herewith and marked as “Annexure D”.

Internal Auditor:

Mrs. Jyoti Agarwal, Chartered Accountant, continued to be the Internal Auditor of the company.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE

COMPANIES ACT 2013:

Details of Loans, Guarantees and investments covered under the provision of section 186 of the Companies Act 2013 are given in the Notes to the financial statements

25. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

26. QUALIFICATION OR RESERVATION OR ADVERSE MARK IN STATUTORY AUDITORS REPORT

There is no such qualification or reservation or adverse remark reported by the Statutory Auditors of the Company and Secretarial Auditor of the Company.

27. RELATED PARTY TRANSACTION

The Company has entered into any transaction with the related parties during the year. The Details of Transaction have been mentioned in Note no. 24 of the Financial Statements.

All related party transactions that were entered into by the Company during the financial year under review were generally on arms length basis and in the ordinary course of business. All related party transactions are placed before the meeting(s) of Audit Committee for its approval.

28. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of Complaints of sexual harassment at workplace. The Company has not received any complaint on sexual Harassment during the financial year 2023-24.

29. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in Annexure-C, which is attached hereto and forms a part of the Directors Report.

30. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATION

There was no instance of any material order passed by the regulators or court or tribunals impacting the going concern status of the company.

31. MAINTENANCE OF COST RECORDS U/S 148 OF THE COMPANIES ACT, 2013

The Provisions of Section 148 (1) pertaining to the maintenance of Cost Records is not applicable to our Company.

32. REPORTING OF FRAUD BY THE AUDITORS:

In terms of Section 134 (3) of the Companies Act 2013 report by the Board of Directors is required to include the details in respect of frauds reported by auditors under sub-section 12 of section 143 other than those which are reportable to the Central Government. No such fraud was reported by the auditor.

33. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

34. CERTIFICATE BY CHIEF FINANCIAL OFFICER:

A compliance certificate by Chief Financial Officer as required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached with report as “Annexure-E”.

35. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is attached as “Annexure F” to this Annual Report.

36. ACKNOWLEDGEMENT