Birla Capital & Financial Services Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting their 36^th Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2022. The financial results of your company are summarized below.

FINANCIAL HIGHLIGHTS:

Particulars	Standalone
	Year ended 31-03-2022 (Rs.)	Year ended 31-03-2021 (Rs.)
Revenue from Operations	19.00	8.01
Other Income	0.15	3.45
Total Income	19.15	11.46
PBDIT	1.50	(1.64)
Interest and Finance Expenses	0.01	0.02
PBDT	1.49	(1.66)
Depreciation	1.06	1.04
PBT	0.43	(2.70)
Less: Deferred Tax Liability/(Asset)	0.00	0.00
Profit After Tax (PAT)	5.69	(2.70)
Profit transferred to Reserves	0.00	0.00

Note: Previous years figures have been regrouped / reclassified wherever necessary to correspond with the Current years classification/ disclosure.

Operating and Financial Performance of the Company:-

During the financial year 2021-22, our Company revenue is Rs. 19.00 Lakhs. Net profit of the Company is Rs. 5.69 Lakhs in 2021-22 as compared to Loss of Rs. 2.70 Lakhs in the corresponding year 2020-21. The financial performance of the Company is adversely impacted due to slowdown in deal completion activities due to difficult economic conditions in larger developed and emerging markets and unfavorable domestic factors marked by persistent inflation, high interest rates, lower growth and weaker investments.

Dividend & Reserves

In view of there being no profits, the directors are unable to recommend dividend for the year under review, nor do they propose to carry any amount to reserves.

Share Capital

The Paid-up Equity Share Capital as on 31^st March, 2022 stood at Rs. 9,38,31,264 /-. The Company has not issued any shares with or without differential voting rights, granted stock options or issued sweat equity shares.

Share Listing

The Equity Shares of the Company continue to remain listed with BSE Limited - Scrip code - 512332.

Meetings of the Board/Committees

A. During the year Three Board Meetings were held.

The Meeting were held on the following dates:-

-	30th June, 2021	30th July, 2021	24th March, 2022
-	-	-	-

Details of Directors attendance at Board Meetings and at the Last Annual General Meeting (AGM) held on September 26, 2019 are given in the following table:

Name of Directors	Board Meeting		Attended Last AGM
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama	3	3	Yes
Mr. Abhijeet Bhingarde	3	3	Yes
Mr. Pritam Dhanawade	3	3	Yes
Mrs. Minal Pote	3	3	Yes
Mr. Ramesh Samria	3	3	Yes

B. Statutory Board Committees

1. Audit Committee

The Audit Committee met three times during the financial year 2021-22, on the following dates before finalization of annual accounts and adoption of quarterly financial result by the Board:

The Meeting were held on the following dates:-

-	30th June, 2021	30th July, 2021	24th March, 2022
-	-	-	-

The attendance of each member of the Committee is given below:

Name	Committee Meeting
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama (Non-Executive Independent)	3	3
Mr. Abhijeet Bhingarde (Non-Executive Independent)	3	3
Mr. Ramesh Samria (Non-Executive Independent)	3	3

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee met One time during the financial year 2021-22, on the following dates.

30^th July, 2021

The attendance of each member of the Committee is given below:

Name	Committee Meeting
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama (Non-Executive Independent)	1	1
Mr. Abhijeet Bhingarde (Non-Executive Independent)	1	1
Mr. Ramesh Samria (Non-Executive Independent)	1	1

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee met one times during the financial year 2021-22, on the following dates.

30^th July, 2021

The attendance of each member of the Committee is given below:

Name	Committee Meeting
	Held During Tenure	Attended
Mr. Satyanarayana Dahagama (Non-Executive Independent)	1	1
Mr. Abhijeet Bhingarde (Non-Executive Independent)	1	1
Mr. Ramesh Samria (Non-Executive Independent)	1	1

Subsidiaries, Joint Venture and Associates Company

Our Company does not have any Subsidiary, Joint Venture and Associate Companies on the date of this report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company state as under that:

a. In the preparation of the annual accounts for the year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2022 and the Loss of the Company for the financial year ended 31st March, 2022

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

e. Internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance Report

As per Regulation 15(2)(a) of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 Corporate Governance Report is not applicable to your Company. The Paid-up Capital of the Company is less than Rs. 10 Crores and the Net worth is less than Rs. 25 Crores, but still your Company follows Corporate Governance of highest standards.

Companys Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Directors appointment and remuneration pursuant to Section 178 of the Act. The Company has also laid down criteria for determining qualifications, positive attributes and independence of Director.

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

a. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors included parameters such as willingness and commitment to fulfill duties, high level of professional ethics, and contribution during meetings and timely disclosure of all the notice/ details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

b. Evaluation of the Board was made by a Separate Meeting of Independent Directors, (without attendance of non - Independent Director and members of management).

c. The performance evaluation of all committees were done by the Board of Directors namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

d. Performance evaluation of non - Independent Directors was done by Separate meeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who was evaluated) by the Board of Directors of the Company.

f. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Directors performance as required under Section 178 (2) of Companies Act, 2013.

g. The Directors expressed their satisfaction with the evaluation process.

Fixed Deposits

As per Section 73 to 76 of the Companies Act, 2013 read with rules made under Chapter V of the Companies Ac, 2013, your Company has not taken any fixed deposits for the year under review. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

Related Party Transactions

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms length basis. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in the Notes of Accounts attached with the Balance Sheet of Statement of Significant Accounting Policies to the Balance Sheet as at 31st March 2022.

Annual Return

The Annual Return is accessible at the given link.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Auditors

Statutory Auditors

In accordance with Section 139 of the Companies act, 2013, M/s. Agarwal Jain & Gupta, Chartered Accountants, Jaipur, Statutory Auditors of the Company, are appointed by the shareholders of the Company at the ensuing Annual General Meeting (AGM) as Statutory Auditors for a period of five years to hold office until the conclusion of 41th Annual General Meeting of the Company in the calendar year 2027. In accordance with the provisions of

Section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014.

The auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31^st March, 2022. The statements made by the Auditors in their report are self - explanatory statement and do not call for any further comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/ s. Ekata Agrawal & Associates Practicing Company Secretary (C.P. No. 25098) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed and forms as integral part of this Report. Reply to the remarks has been mentioned in the report.

Particulars of Loans, Guarantees and Investments

During the year under review, the Company has not given loans, guarantees or investments under Section 186 of the Companies Act, 2013.

Employees Safety

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

Particulars of Employees and related disclosures

There were no employees receiving remuneration above the prescribed limit in terms of Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014 during the year ended 31st March, 2022.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.

The particulars relating to energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

Personnel

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the period.

Acknowledgements

The Board of Directors wishes to acknowledge the invaluable support extended to the Company by the Government authorities, Members, Bankers, Vendors, Suppliers, Shareholders and Customers during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives and staff.

Disclosure

The Company belongs to The Yash Birla Group.

Appreciation

Your Directors deeply acknowledge the trust and confidence you have placed in the management of the Company. Your Directors also place on record their appreciation for co- operation received from Banks, share transfer agent, Government authorities, Customers, vendors and employees of the Company.

	By order of the Board of Director
Date: 12/08/2022	Ramesh Samria	Minal Umesh Pote
Place: Mumbai	Director	Director
	DIN: 08066932	DIN: 07163539