Carol Info Services Ltd Directors Report

Dear Members,

The Board of Directors take pleasure in presenting the Forty-Third Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2023 (‘year under review).

FINANCIAL RESULTS AND HIGHLIGHTS

( in Lakhs)

Particulars	Year ended	Year ended
	31st March, 2023	31st March, 2022
Standalone
Revenue from Operations	9,841	9,460
Other Income	5,177	5,807
Total Revenue	15,018	15,267
Total Expenses	9,380	4,571
Profit before Tax	5,638	10,696
Provision for Taxation (Expense)/Credit	(1,457)	(3,085)
Profit after Tax before Other Comprehensive Income	4,181	7,611
Other Comprehensive Income		–
Total Comprehensive Income	4,181	7,611
Consolidated
Revenue from Operations	9,841	9,460
Other Income	8,990	6,943
Total Revenue	18,831	16,403
Total Expenses	8,474	4,647
Profit before Tax	10,357	11,756
Provision for Taxation (Expense)/Credit	(1,704)	(2,664)
Profit after Tax before Other Comprehensive Income	8,653	9,092
Share of loss in associates	(4,230)	(1,702)
Other Comprehensive Income	(3)	(16)
Total Comprehensive Income	4,420	7,374

STATE OF COMPANYS AFFAIRS

During the financial year ended 31^st March, 2023, the Company registered Revenue from operations of 9,841 lakhs on a standalone basis, thereby showing an increase by 4.03% as compared to the previous year. The Total Comprehensive Income decreased from

7,611 lakhs to 4,181 lakhs, thereby registering degrowth of 45.07%.

During the financial year ended 31^st March, 2023, in consolidated financial results, the Company registered Revenue from operations of

_ 9,841 lakhs, thereby showing an increase by 4.03% as compared to the previous year. The Total Comprehensive Income reduced from

7,374 lakhs to 4,420 lakhs, thereby registering the degrowth of 40.05%

During the financial year ended 31^st March, 2023, Standalone Profit before tax reduced by 47.29% to 5,638 lakhs as against

10,696 lakhs in the previous year, whereas Consolidated Profit before tax reduced by 11.89% at 10,357 lakhs as against

11,756 lakhs in the previous year.

DIVIDEND AND RESERVES

In order to conserve the resources for future business requirements, the Board has not recommended dividend on the equity shares of the Company for the financial year ended 31^st March, 2023.

No amount is proposed to be transferred to the General Reserves of the Company out of the profits for the year.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^st March, 2023 was 3,543.65 Lakhs. During the year under review, there was no change in the share capital of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes in the position of Directors and Key Managerial Personnels took place:

1. On 6^th May, 2022, Ms. Deepa Narang resigned as Chief Financial Officer (CFO) of the Company for personal reasons.

2. On 17^th June, 2022, Mr. Jeevan Mondkar resigned as Company Secretary of the Company for personal reasons.

3. On 17^th June, 2022, Mr. Stephen DSouza, Director (DIN: 00045812), was appointed as Managing Director and Chief Financial Officer of the Company.

4. On 1^st November, 2022, Ms. Rashmi Mamtura was appointed as Company Secretary. However, on 21^st February, 2023 Ms. Rashmi Mamtura resigned from her position as Company Secretary due to personal reasons.

5. On 30^th January, 2023, Mr. Stephen DSouza resigned as Chief Financial Officer (CFO) of the Company.

6. On 30^th January, 2023, Mr. Parag Ashar was appointed as Chief Financial Officer (CFO) of the Company.

The Board places on record its appreciation for the invaluable contributions and guidance provided by Ms. Deepa Narang, Mr. Jeevan Mondkar and Ms. Rashmi Mamtura during their association with the Company.

Further, Mr. Alwin Lopes was appointed as Company Secretary w.e.f. 16^th August, 2023

Pursuant to the provisions of Section 152 of the Act, Mr. Stephen DSouza, Director (DIN: 00045812) retires by rotation as Director at the ensuing AGM and being eligible, offers himself for re-appointment. In view of the commendable contributions of Mr. DSouza, who is also Managing Director of the Company, the Board recommends his re-appointment.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Stephen DSouza, Managing Director and Mr. Parag Ashar, Chief Financial Officer are the Key Managerial Personnel (‘KMP) of your Company as on 31^st March 2023.

Mr. Akhtar Shamsi is the Non-Executive Chairman of the Board.

Declarations of Independence from the Independent Directors:

During the year under review, all the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act) and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

The Independent Directors have also confirmed that they have registered themselves in the data bank of persons offering to become Independent Directors.

None of the directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

BOARD & BOARD COMMITTEES

The Board has constituted following committees: i) Audit Committee ii) Stakeholders Relationship Committee iii) Nomination & Remuneration Committee and iv) Corporate Social Responsibility Committee.

The number and dates of meetings of the Board of Directors & Board Committees held during the financial year 2022-23 are as follows:

Type of Meeting	Number of Meetings	Dates of Meeting
Board	8	16th May, 2022, 20th May, 2022, 17th June, 2022, 5th August, 2022, 30th August, 2022, 31st October, 2022, 30th January, 2023 and 21st February,2023.
Audit Committee	4	13th May, 2022, 17th June, 2022, 30th August, 2022 and 30th January, 2023.
Stakeholders Relationship Committee	1	7th July, 2022.
Nomination and Remuneration Committee	3	17th June, 2022, 31st October, 2022 and 30th January, 2023.
Corporate Social Responsibility Committee	1	30th January, 2023.

The above Board and Board Committee Meetings were attended by all the Directors and members concerned respectively, except Ms._ Vijaya Nair who could not attend the Board and Committee Meetings held on 17^th June, 2022, 5^th August, 2022 and 30^th August, 2022, for which leave of absence was granted to her.

AUDIT COMMITTEE

The Board has constituted an Audit Committee as required under the provisions of Section 177 of the Act.

The Audit Committee, inter alia, reviews the major findings of the Internal Audits and corrective measures taken thereon to ensure the efficacy of the Internal Control process. The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Audit Committee comprises of the following Directors:

Name of the Director	Designation
Mr. Akhtar Shamsi	Independent Director (Chairman)
Mr. Stephen DSouza	Managing Director (Member)
Ms. Vijaya Nair	Independent Director (Member)

Further, the Committee has carried out the role assigned to it. The Audit Committee has additional oversight in the area of financial risks and controls.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) of the Act, the Directors state that:

(a) in the preparation of Annual Accounts for the year ended 31^st March, 2023, the applicable Accounting Standards have been followed and that no material departures have been made from the same; (b) such Accounting Policies as mentioned in the Notes to the Financial Statements for the year ended 31^st March, 2023 have been selected and applied consistently and judgments and estimates have been made that are 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 of the profit of the Company for the year ended 31^st March, 2023.

(c) proper and sufficient care has been taken 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 Annual Accounts for the year ended 31^st March, 2023 have been prepared on a going concern basis; (e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and (f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Haribhakti & Co. LLP, Chartered Accountants ICAI Firm Registration No.: 103523W / W100048, were appointed as the Statutory Auditors of the Company at the Annual General Meeting (‘AGM) of the Company held on 26^th September, 2019, for a term of five years i.e. till the conclusion of ensuing 44^th AGM (to be held during calendar year 2024).

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark, disclaimer or emphasis of matter.

EXPLANATION OR COMMENTS ON THE QUALIFICATION, RESERVATION, ADVERSE REMARK MADE BY THE STATUTORY AUDITORS

During the year under review, there was no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor appointed under Section 139 of the Companies Act, 2013. Hence, the need for explanation or comments by the Board does not arise. The report of the Statutory Auditor forms part of the financial statements.

During the year under review, there was no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made there under, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

The draft Annual Return as on 31^st March, 2023 has been placed on the Companys website and can be accessed at http://www.carolinfoservices.com/.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the CSR Committee, the Board has approved CSR Policy and the same is available on the website of the Company at http://www.carolinfoservices.com/carol%20CSR%20policy_new.pdf The Company has undertaken/sponsored various programs under its CSR Policy in the areas of health, education, skill development and livelihood for marginalized and disadvantaged groups. During the financial year ended 31^st March, 2023, the Company incurred CSR_ Expenditure of 1,01,00,000 (Rupees One Crore One Lakhs only). The CSR initiatives of the Company were under the thrust area of health & hygiene, education and supporting the needy.

The CSR committee comprises of the following Directors:

Name of the Director	Designation
Mr. Stephen DSouza	Managing Director (Chairman)
Mr. Akhtar Shamsi	Independent Director (Member)
Ms. Vijaya Nair	Independent Director (Member)

The Annual Report on CSR activities as required under Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed as Annexure I to this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors, Senior Management and KMP. The salient features of the Remuneration Policy on appointment and remuneration of Directors and KMP is provided below:

• The appointment of Directors, KMPs and Senior Management shall be made pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC).

• The remuneration of Whole-time Director/Managing Director shall comprise of Basic Salary, Perquisites and Allowances as may be decided by the NRC/Board subject to overall ceiling as specified under the Act, Rules and Schedules made thereunder.

Further, approval of shareholders shall be sought for the appointment and payment of remuneration to the Whole-time Director/ Managing Director.

• The remuneration to Non-Executive Directors comprises of sitting fees and commission, if any. During the year under review, the Company has not paid any commission to the Non-Executive Directors. Apart from above, Non-Executive Directors shall also be entitled to reimbursement of expenses incurred by them in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses.

• The remuneration of KMPs shall be such as decided by the NRC / Board from time to time. The Nomination & Remuneration Policy is directed towards rewarding performance. It is aimed at attracting and retaining high potential talent.

The Remuneration Policy is available on the website of the Company at http://www.carolinfoservices.com/RemunerationPolicy.pdf The Nomination & Remuneration Committee ("NRC") comprises of the following Directors:

Name of the Director	Designation
Ms. Vijaya Nair	Independent Director (Chairperson)
Mr. Akhtar Shamsi	Independent Director (Member)
Mr. Stephen DSouza	Managing Director (Member)

NRC have also formulated criteria for determining qualifications, positive attributes and independence of a Director and the same have been annexed as part of Annexure II to this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has also constituted the Stakeholders Relationship Committee as required under the provisions of Section 178 of the Act. The Committee is empowered to look into redressal of shareholders/investors grievances such as complaints relating to transfer/ transmission of shares, change of address, issue of duplicate share certificate, stop transfer request, non-receipt of Annual Reports, effective exercise of voting rights by shareholder, service standards for Registrar and Share Transfer Agent, etc.

The Stakeholders Relationship Committee comprises of the following Directors:

Name of the Director	Designation
Mr. Akhtar Shamsi	Independent Director (Chairman)
Mr. Stephen DSouza	Managing Director (Member)

PERFORMANCE EVALUATION OF DIRECTORS

The Nomination and Remuneration Committee of the Board of Directors of the Company have laid down criteria of performance evaluation of the Board of Directors including Independent Directors. Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire based on certain parameters. Pursuant to the requirement of the Act, the Board has carried out the annual performance evaluation for the financial year 2022-23 for entire Board, Committees and all the individual Directors including Independent Directors based on the parameters subject to the condition that the Director who is subject to evaluation should not participate. The criteria for performance evaluation of Directors, Board etc. cover the areas relevant to the functioning of Independent Directors such as preparation, participation, conduct and effectiveness. The Board evaluation for financial year 2022-23 was completed and summary of findings and recommendations were discussed by the Directors. The criteria for performance evaluation was based on parameters which inter alia included attendance of Directors, decision taken in the interest of the organization objectively; monitoring performance of organization based on agreed goals & financial performance; fulfillment of the independence criteria as prescribed and their independence from the management; and active participation in the affairs of the Company as Board/Committee members.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,_2014, the Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23, is annexed as a part of Annexure III to this report. The Secretarial Audit Report issued by Mr. Virendra Bhatt does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (‘SOPs), authorization & approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

During the year under review, there were no instances of fraud reported by the Auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors.

RISK MANAGEMENT

The Company has defined and adopted a Risk Management Policy, which not only assesses the risks but also helps in timely ratification and minimization of these risks associated with strategic, operational, financial and compliance operations across all business operations. These control procedures and systems ensure that the Board is periodically informed on the material risks faced by the Company and the steps taken by the Company to alleviate those risks. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of your Company.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided under Note No. 39 to the Standalone Financial Statement.

PARTICULARS OF CONTRACTS/ARRANGEMENT WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company with related parties during financial year 2022-23 were in the ordinary course of business & on an arms length basis and the same were reviewed and approved by the Audit Committee. No transaction with any related party was in conflict with the interest of the Company. The Company did not enter into any related party transaction with its KMP.

During the year under review, the Company did not enter into any contract, arrangement or transaction with related parties that could be considered material under the provisions of the Act. However, a transaction that may be considered material is disclosed in Form AOC-2 which is provided in Annexure IV to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments which have occurred after the end of the financial year till the date of this Report which may affect the financial position of the Company.

Whistle Blower/VIGIL MECHANISM

Pursuant to requirement laid down under Section 177 of the Act, the Company has well laid down Vigil Mechanism. The Whistle Blower Policy/Vigil Mechanism has been formulated for Directors and the Employees to communicate and report genuine concerns about unethical behavior or practices, actual or suspected fraud. The Company has an adequate vigil mechanism system. The said Policy provides adequate safeguard against victimization of Directors/Employees who avail such mechanism and it also provides direct access to the Chairman of the Audit Committee in exceptional cases. Further, it is affirmed that no person has been denied access to the Audit Committee. The Whistle Blower Policy has been placed on the website of the Company www.carolinfoservices.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (‘Act) read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, no employee/director(s) of the Company is drawing remuneration in excess of the limits set out in the said rules. Further, other disclosures under the said Rules are Nil/Not Applicable.

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

A. CONSERVATION OF ENERGY

The Company is not engaged in manufacturing activity and thus its operations are not energy intensive. During the year, the Company is primarily engaged in renting its immovable property which does not result in consumption of power and energy. Hence, energy conservation measures were not relevant to the Company. B. TECHNOLOGY ABSORPTION During the year, the Companys main line of business was renting of its immovable property. There was no usage of any particular technology or process. Hence, the question of technology absorption and importation of any technology does not arise. Further, the expenditure on Research and Development was NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings and outgo during the financial year 2022-23.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

Carol Info Services Limited is a subsidiary of Khorakiwala Holdings and Investments Private Limited. Banneret Trading Private Limited continues to be a wholly owned subsidiary of the Company while Wockhardt Hospitals Limited is an Associate Company of the Company. There were no companies which ceased to be subsidiaries of the Company during the financial year under review.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the subsidiary of the Company is disclosed in Form AOC-1 which is provided in Annexure V to this Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Act read with the Rules issued thereunder and applicable Accounting Standards.

A copy of the Audited Financial Statement of the subsidiary shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statement of the Company including Consolidated Financial Statement and Financial Statement of its subsidiary and associates are also available on the Companys website www.carolinfoservices.com. Further, any shareholder interested in obtaining a copy of the separate Financial Statement of the subsidiary shall make specific request in writing to the Company Secretary and the same shall be furnished on request. A statement containing the salient features of the subsidiaries, associates in the prescribed form AOC-1.

DEPOSITS

During financial year 2022-23, the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations.

GENERAL

1. During the year under review, the share capital remained unchanged. Further, there was no issue of equity shares with differential voting rights as to dividend, voting or otherwise and issue of sweat equity shares.

2. During the year under review, the provisions relating to requirement of Cost Audit was not applicable to the Company.

3. Your Directors further state that provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

4. No application has been filed by the Company under and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

5. There was no valuation done by the Company as a part of any time settlement.

6. There was no revision to the financial statements for the year under review.

ACKNOWLEDGEMENTS

The Directors also take this opportunity to place on record their appreciation to all the stakeholders of the Company for the support received from them during the year under review.

For and on behalf of the Board of Directors Akhtar Shamsi

Chairman DIN: 00045731 Place : Mumbai Date : 08^th September, 2023