Gaja Alternative Asset Management Ltd Directors Report

To

The Members of

Gaja Alternative Asset Management Private Limited (formerly known as Gaja Advisors Private Limited)

Your Directors have pleasure in presenting the Boards Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended 31st March, 2022,

FINANCIAL HIGHLIGHTS

Particulars	Financial Year Ended
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
	Standalone (Rs In 000)		Consolidated (Rs In 000)
Total Income	3,62,956	1,87,123	727,215	6,66,008
Total Expenditure	3,58,932	2,06,677	6,34,050	5,84,691
Profit/(Loss) before tax	4,024	(19,554)	93,165	81,317
Tax Expense:
Less: Current Tax
-Pertaining to profit for the current period	710		2,194
-Pertaining to profit for the previous period	409	2,707	409	3,497
Less: MAT Credit Entitlement for previous years	(7,132)	(76,256)	(7,132)	(76,254)
MAT Credit Entitlement for current period		\u201c	-	-
Deferred Tax	(2,612)	8,449	(1,574)	5,298
Total Tax Expense	(8,625)	(65,100)	(6,103)	(67,459)
Profit/(Loss) after tax (Standalone) Profit for the year (before adjustment of minority interest) (Consolidated)	12,649	45,546	99,268	1,48,776
Less: Dividend and DDT	-	-		-
Add: Share of (Profit)/Loss transferred to Minority Interest			(5,211)	(2,289)
Profit for the year (after adjustment of minority interest)			94,057	1,46,487

STATE OF COMPANYS AFFAIRS (STANDALONE! AND FUTURE OUTLOOK

During the F.Y. 2021-22, the total revenue of the Company was Rs.3,62,956 Thousand as compared to Rs. 1,87,123 Thousand in previous F.Y. 2020-21 showing a steady increase. During the financial year under review, the profit before exceptional items and taxation stood at Rs.4,024 Thousand as against loss of Rs. 19,554 Thousand in the previous financial year. The net profit for the year under review after exceptional items and taxation stood at Rs.12,649 Thousand as compared to Rs.45,546 Thousand in the previous financial year showing a decline due to various tax related adjustments effected in the previous year impacts on the companys business model.

The companys core business remains of venture advisory services. It continued to provide advisory services to Gaja Capital India Fund I, Gaja Capital India AIF Trust, Gaja Capital India Fund 2020 and Gaja Capital India Fund 2020 LLP which are SEBI registered as Venture Capital Fund and Alternate Investment Fund and sub-advisory services to Gaja Advisors Ltd., Mauritius, The significant improvements in the financial results are attributed to improvement in operational efficiency, better price realization and focused marketing efforts.

Consolidated; Your Company achieved a turnover of Rs.3,77,354 Thousand as against Rs.2,25,120 Thousand in the previous year has increased by 67.62 percent. The total revenue of the Company was Rs. 7,27,215 Thousand as against Rs. 6,66,008 Thousand in the previous financial year has increased by 9.19 percent. The Company earned a profit before taxation of Rs. 93,165 Thousand as against a profit of Rs. 81,317 Thousand in the previous year. The net profit after taxation for the year under review, stood at Rs. 94,057 Thousand as compared to the net profit after taxation of Rs. 1,46,487 Thousand in the previous year.

CHANGE IN NATURE OF BUSINESS. IF ANY

There is no change in the nature of the business during the financial year,

DIVIDEND

To conserve resources, the Company has not declared any dividend for the FY 2021-2022.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 f3.1 Ml OF THE COMPANIES ACT- 2013

The Board does not recommend any amount for transfer to reserves for the financial year ended 31st March 2022.

CHANGES IN SHARE CAPITAL. IF ANY

The Companys Equity Share Capital position as on 31st March, 2022 is as follows:

	Authorized Share Capital			Issue, Subscribed & Paid-up Share Capital
	No. of Shares	Face Value (Rs)	Amount (Rs.)	Type of Equity Shares	No. of Shares	Face Value (Rs)	Amount (Rs.)
Equity	50,000	10	5,00,000	Voting	10,000	10	100,000
				Non Votinq	10,621	10	1,06,210
Total			5,00,000	Total	20,621		2,06,210

During the Financial Year under review, there were no changes in the Authorised and Paid-up Equity Share Capital.

SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES:

> SUBSIDIARY COMPANIES:

The Company has three whoily owned subsidiaries as on 31 st March, 2022, namely Gaja Advisors Ltd Cayman, Gaja Corporate Advisors Private Limited and Gaja Trustee Company Private Limited.

Gaja Advisors Limited, Cayman, a wholly owned subsidiary of the company, earned/ profit of USD117 Thousand during the year. The objective of this company is to provide advisory services.

Gaja Corporate Advisors Private Limited, a wholly owned subsidiary of the company, has incurred a loss of Rs.8,240 Thousand during the year. The objective of this company is to provide corporate advisory services.

Gaja Trustee Company Private Limited, a wholly owned subsidiary of the company earned profit of Rs.157 Thousand during the year. The objective of this company is to provide Trusteeship services to venture capital funds. The company is currently providing services to Gaja Capita! India Fund I, Gaja Capital India AIF Trust, Gaja Capital India Fund 2020.

There has been no material change in the nature of the business of the subsidiaries.

A statement containing salient features of the financial statement and all other requisite details of the subsidiary company in format AOC-1 is attached as Artnexure A.

> JOINT VENTURES:

The Company does not have any joint ventures during the financial year ended 31 st March, 2022.

» ASSOCIATE COMPANIES:

The Company does not have any associate companies during the financial year ended 31 st March, 2022.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

NAME OF COMPANIES WHICH HAS CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

No company has ceased to be its subsidiaries, joint ventures or associate companies during the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 with respect to transfer of unpaid / unclaimed dividend to Investor Education and Protection Fund (IEPF) do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

The Company has changed its name from Gaja Advisors Private Limited To Gaja Alternative Asset Management Private Limited with the approval of members with effect from 5 th July, 2022.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Companies Act, 2013 (Act), the Annuai Return as on March 31, 2022 is required to be updated on the website of the company, if any and the web-link of such annual return shall be disclosed in the Boards Report. However, the Company does not have any dedicated website of its own. Hence the requirement of updating the Annuai Return on the website is not applicable to the company. The Annual Return for the financial year ended 31st March, 2022 in Form MGT-7 will be fiied with Registrar of Companies on the MCA Portal after the conclusion of the ensuing Annual General Meeting.

MEETINGS OF THE BOARD OF DIRECTORS

There were 14 (Fourteen) meetings of the Board of Directors held during the Financial Year 2021- 22 in compliance with the requirements of the Companies Act, 2013 & SS-1 (Secretarial Standards on Board Meetings) issued by The Institute of Companies Secretaries of India (ICSI).

Your company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SSI) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as may be amended from time to time.

The date of Board Meeting and the attendance at the Board Meetings are as under:

Sr. No.	Date of Meeting	Total Number of Directors associated as on the date of Meeting	No. of Directors attended the meeting	% of attendance
1.	19.04.2021	4	4	100.00
2.	03.05.2021	4	3	75.00
3.	26.05.2021	4	3	75.00
4.	30.06.2021	4	4	100.00
5.	27.08.2021	4	3	75.00
6.	03.09.2021	4	4	100.00
7.	28.09.2021	4	3	75.00
8.	11.11.2021	4	3	75.00
9.	09.12.2021	4	4	100.00
10.	29.01.2022	4	3	75.00
11.	09,02.2022	4	3	75.00
12.	03.03.2022	4	3	75.00
13.	16.03,2022	4	3	75.00
14.	17.03.2022	4	4	100.00

The provisions of Section 173(1) Companies Act, 2013 were adhered to while considering the

intervals between two meetings.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company

confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The Company being unlisted sub clause (e) of section 134(3) is not applicable.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND REPORT THEREON

At the Annual General Meeting of the Company held on 30 th September, 2019 the members approved the appointment of Nangia & Co. LLP, Chartered Accountants, FRN: 002391C/N500069, Chartered Accountants for a term of 5 years and conduct the audit for the Financial Year 2019-2020 to Financial Year 2023-2024 and thus hold office as the auditors of the Company until the conclusion of Annual General Meeting for Financial Year 2023-2024.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the financial year ended 31 st March, 2022.

LOANS. GUARANTEES AND INVESTMENTS

Loan given by the Company to its wholly owned subsidiary companies, Gaja Corporate Advisors Pvt. Ltd, investments made by the company is in conformity with the provisions of Section 186 of the Companies Act, 2013. The detail of the same is provided below:

s. No.	Name of the Party / Entity	Nature / Relation	Particulars of Loans, Guarantees given or Investments made	Purpose for which it shali be used	Amount of Loan Granted / Investment made during the Year (Rs in 000)
1.	Gaja Corporate Advisors Pvt. Ltd	Wholly owned Subsidiary Company	Loans and Advances	General Business Purpose	72,755

LOAN FROM DIRECTORS:

During the financial Year, 2021-2022, the Company has loan outstanding from the Director of the Company. The details of loan taken from Director is provided below:

Sr. No.	Name of the Director	Opening Balance	Loan Taken During the Year	Loan Repaid During the Year	Closing Balance
1.	Mr. Gopal Jain	51,074	Nil	44,200	6,874
Total:		51,074	Nil	44,200	6,874

RELATED PARTY TRANSACTIONS

The Company has entered Into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information. (Annexure: B).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Conservation of Energy and Technology Absorption:

Since the Company is in the service sector, issues relating to conservation of energy and technology absorption are not relevant to its functioning.

Foreign Exchange Earnings and outgo:

Particulars	Amount Rs (In 000).
Sub-advisory fees	1,88,896
Branding fees	13,806

Foreign Exchange Outgo:
Particulars	Amount Rs.
Travel expenses	NIL
Donation	NIL

RISK MANAGEMENT

The Company do not have structured risk management policy framework to identify, evaluate business risks and opportunities. However, the board along with company staff carries out deliberation from time to time to evaluate possible risk and take corrective actions to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage; to safeguard the organization from various risks through adequate and timely actions. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

DIRECTORS and KMP

The Board of Directors of the Company and the Key Managerial Person as on 31st March, 2022:

Name Of Director	DIN	Date of Appointment	Designation
Mr. Gopal Jain	00032308	09/04/1999	Director
Mrs. Sudesh Jain	00064939	09/04/1999	Director
Mr. Ranjit Jayant Shah	00088405	10/04/2006	Whole Time Director
Mr. Imran Jafar	03485628	09/11/2020	Director
Mr, Himanshu Kanubhai Shah	ANUPS4528C	01/04/2019	Chief Financial Office r

DEPOSITS

During the Financial Year under review, the Company did not accept or renew any deposit falling within the preview of the provisions of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the requirement of furnishing of details of deposits which are not in compliance within the Chapter V of the Act is not applicable.

SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

Mo Bonus Shares were issued during the year under review,

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the year end review.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION f 121 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, no fraud has been reported by the Auditors under Subsection 12 of Section 143 of the Companies Act, 2013

DISCLOSURE OF TOP TEN EMPLOYEES UNDER SECTION 197 AND RULE 5 OF THE COMPANIES f APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014:

The Company being a private company, the provisions with respect to employees falling under section 197 and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year 2021-2022, there was no application made and proceedings initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and /or Operational Creditors against the Company.

As on the date of this Report, there is no application or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial year 2021-22, the Company has not made any settlement with its bankers from which it has accepted any term loan.

CORPORATE SOCIAL RESPONSIBILITY

Although the provisions of Corporate Social Responsibility are not applicable to the Company for the Financial Year 2021-2022 as per the below calculation, the Company has still spent on CSR activities. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure C of this report as per the Companies (CSR) Policy Rules, 2014.

AUDIT COMMITTEE

The Company does not fall under the prescribed class of companies under section 177 of the Companies Act, 2013. Hence, the Company is not required to constitute an Audit Committee and furnish details in the regards.

NOMINATION AND REMUNERATION COMMITTEE

The Company does not fall under the prescribed class of companies under section 178 of the Companies Act, 2013. Hence, the Company is not required to constitute a Nomination and Remuneration Committee and furnish details in this regard.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company does not exceed the threshold limit of one thousand members, debenture holders, deposit holders or security holder, the provision with respect to stakeholder relationship committee is not applicable.

VIGIL MECHANISM

The provisions of Vigil Mechanism are not applicable to the company as per section 177(9) and

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ORDER OF COURT

There are no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and companys operation in future.

MAINTAINENCE OF COST RECORDS:

In accordance with the auditors report, maintenance of cost records has not been prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPrevention. Prohibition and Redressah ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in iine with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Ail employees (permanent, contractual, temporary, trainees) are covered under this policy.

The company formed Internal Complaints Committee under Sexual Harassment Prevention Act for safety of women employees at workplace.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place.

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees.

c. Provide a safe working environment at the workplace.

d. Organize workshops and awareness programmes at regular intervals.

During the year under review, no employee raised a complaint regarding Sexual Harassment. The Company has taken up initiatives to spread awareness amongst the employees and is striving hard to provide a working environment conducive to the persona! and professional growth of the

employees

INTERNAL FINANCIAL CONTROLS

In accordance with the Auditors report, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls were operating effectively as at 31 March 2022.

SECRETARIAL STANDARDS:

Your company is in compliance with Secretarial Standards on Meetings of the Board Of Directors (SSI) and Secretarial Standards on General Meetings (SS-2) issued by the institute of Company secretaries of India (ICSI) as may be amended from time to time.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Date:	27/09/2022
Place:	Mumbai