Geetanjali Credit and Capital Ltd Directors Report

To,

The Members of

Geetanjali Credit and Capital Limited Hubali, Karnataka

Th<p Directors hereby present the Annual Report together with Audited Statement of Accounts for the year ended on 31 March, 2024 which they trust, will meet with your approval.

(Amount in Thousands)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Profit before depreciation and tax	8.60	(137.3)
Less: Depreciation	0.00	(0.65)
Profit before Tax	8.60	(136.65)
Less: Tax	0	0
Profit after Depreciation & Tax	8.60	(136.65)

OPERATIONS:

The Total Receipts and other income during the financial year 2023-2024 is 86,35,000/- as compared to Receipts of

2022-23 have been NIL. The Company Profit of Rs.8600/- in Financial Year 2023-2024 as compared to loss of the

Company Rs. 136650/- in the previous year.

DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of

the Company, the board of directors of the company do not recommended any dividend for the year under review.

FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(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 at the end of the financial year and of the profits of the Company for that period.

(c) The Directors 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) & (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

Shares of the Company are Listed on Bombay Stock Exchange Limited (BSE).

AUDITORS AND AUDITORS REPORT:

During the year the Companys Auditors, M/s. V S S B & Associates (Formerly known as Vishves Shah & Co), Chartered Accountants of Ahmedabad were appointed as statutory auditor of the Company. The Company has received written consent(s) and certificate(s) of eligibility in accordance with Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or reenactments) thereof for the time being in force) from M/s. V S S B & Associates, Chartered Accountants. Further, M/s. V S S B & Associates, have confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

The Notes on Financial Statements referred to in the Auditors Report are Self-explanatory and do not call for any further comments.

The qualification, reservation or adverse remarks made in the statutory auditors report is mentioned in Audit Report.

Further M/s. V S S B & Associates was resigned from the Post of Statutory Auditor as on 14^th August, 2024. The Board has Appointed M/s. S K Bhavsar & Co., Chartered Account as a Statutory Auditor of the Company to fill the Casual Vacancy of the Statutory Auditor.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: N.A

B. Technology Absorption:

No Technology Absorption has been envisaged by your company during the period under review.

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL Total Foreign Exchange Earned: NIL

CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR)], Corporate Governance provisions as specified is not applicable to the Company, since the paid up share capital of the Company and the net worth is below threshold limits prescribe

under SEBI (LODR).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is form of Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

RELATED PARTY TRANSACTIONS:

During the year, there was no transaction related party transaction. Therefore requisite details in form AOC - 2, is not required to be provided herewith.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 :

Change in Nature of Company Business:

The Company is engaged in the business of finance and other related service. There is no change in nature of Company Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned:

In terms of provision of Section 152 (6) of the Companies Act, 2013 Mr. VITTHAL KUMAR JAJOO (DIN: 03245882) retires by rotation and being eligible offers himself for reappointment.

During the year there is no any appointment and resignation in the Board.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:

During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies. Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.

INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person who is covered under section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Companys website

NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the financial year 2022-2023, and the details of the meeting are as follows:

Sr. No.	Date of Meeting
1.	26.05.2023
2.	10.08.2023
3.	31.08.2023
4.	31.10.2023
5.</td>	13.02.2024

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

COMMITTEES MEETINGS:

AUDIT COMMITTEE:

The Audit Committee met 4 (Four) times during the financial year 2023-2024, and the details of the meeting are as follows:

Sr. No.	Date of Meeting	Attendance of Directors
1.	26.05.2023	Chairman & all other Members were present
2.	10.08.2023	Chairman & all other Members were present
3.	31.10.2023	Chairman & all other Members were present
4.	13.02.2024	Chairman & all other Members were present

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee met Two (Two) times during the financial year 2023-2024, and the details of the meeting are as follows:

Sr. No.	Date of Meeting	Attendance of Directors
1.	26.04.2023	Chairman & all other Members were present
2.	05.08.2023	Chairman & all other Members were present
3.	18.11.2023	Chairman & all other Members were present
4.	08.02.2024	Chairman & all other Members were present

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee met 2 (Two) time during the financial year 2022-2023

Sr. No.	Date of Meeting	Attendance of Directors
1.	26.05.2023	Chairman & all other Members were present
2.	05.08.2023	Chairman & all other Members were present
3.	18.10.2023	Chairman & all other Members were present
4.	05.01.2024	Chairman & all other Members were present

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

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

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31.03.2024 for redressal.

SECRETARIAL AUDIT REPORT:

st

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31 March, 2024 given by M/s. Shah & Santoki Associates, Practicing Company Secretary is attached herewith which forms part of the Directors Report. The observations are self-explanatory.

As regards in observations in Secretarial Audit Report regarding:

1. The Company is ACTIVE Non-Compliant on MCA Record

2. The Company has not paid Annual Listing Fees and is in violation of SEBI & Exchange Regulations

3. The Board Composition is not as per the requirement of Act and LODR.

Reply of the Management on Secretarial Auditors Remanrk(s)

1. The Company is ACTIVE Non-Compliant on MCA Record-The Board is in process to file Form INC 22A to become Active Compliant

2. The Company has not paid Annual Listing Fees and is in violation of SEBI & Exchange Regulations- The Board has stated that Company will pay the fees in short time to make the compliance good

3. The Board Composition is not as per the requirement of Act and LODR. -The Company will appoint the necessary Directors including Independent Directors in short time.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Board of Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the nonindependent directors was providing good business and people leadership

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executive directors. Thus, the requisite details as required by Section 134(3)(e), Section 178(3) & (4) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not required to be provided. However, the Company affirm that as and when the Remuneration will be payable to any of the Director, the same would be as per Remuneration Policy.

REGISTERED OFFICE

During the Financial Year 2023-2024 there is no any changes in registered office of the Company. The address of the Company is as per below:

Geetanjali Credit and Capital Limited.

2, "Shreedhar Krupa", Shreedhar Tutorials of Commerce, II Main, II Cross, Vidyagiri, Dharwad, Karnataka - 580004

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

APPRECIATION:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.