Ghushine Fintrrade Ocean Ltd Directors Report

To,

The Members

Your directors have pleasure in presenting the 29th Annual Report together with the Audited Financial Statement (STANDALONE) for the financial year ended on 31st March, 2024 and Auditors Report thereon.

FINANCIAL RESULTS

The summarized financial results (STANDALONE) for year ended 31st March 2024 are as under:

(AMOUNT IN lacs.)

PARTICULARS	Current year 31/03/2024	Previous year 31/03/2023
Income from Operations	144.67	0.16
Other income	22.60	21.85
TOTAL INCOME	167.27	22.01
Less : Total Expenditure	166.92	21.95
Profit/(Loss) before extraordinary items and Tax	0.36	0.06
Less: Extraordinary items	-	0.06
Profit/(Loss) before Tax	0.14	0.00
Less : Provision for Tax/ Current tax	0.14	0.07
: Deferred Tax	(0.02)	(0.08)
: Excess/ short provision re la tin g to earlier year Tax	0.00	0.00
Profit/(Loss) after Tax	0.02	0.01
Balance
Add: Surplus/Deficit B/F. from Pre. Year	13.40	13.48
Less: Changes in Equity share Capital due to Prior Period Errors.		0.09
Balance Carried to B/s.	13.42	13.40

Profit after Tax for the current FY is Rs. 0.02 lacs as compared to profit of Rs. 0.01 lacs in the previous year.

DISCLOSURES UNDER SECTION 134(3) OF THE COMPANIES ACT, 2013

1. Section 134f3)fa) EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the extract of the Annual Return as at March 31, 2024, in the prescribed form MGT -9, is not required to be attached. However, Website of the Company is not functional and under development, Annual Return in Form MGT-7 will be placed on Companys website once it becomes functional and will be available for access at. http://www.ghushineindia.com/

2. Section 134(3)(b) NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, 9 [Nine] meetings of the Board of Directors of the Company were held as under:

13/05/2023	30/05/2023	24/08/2023
01/09/2023	16/10/2023	01/01/2024
10/02/2024	24/02/2024	30/03/2024

Particulars of directors attendance at Board Meetings and Committee Meetings as required under Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134(3)(c) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the directors confirm that:—

a. in the preparation of the annual accounts, for the financial year ended March 31, 2024 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 31st March, 2024 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 directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

4. Section 134(3)(ca) 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:

The Directors state that no fraud by Company has been committed nor any fraud on the Company by its officers/employees has been noticed during the Financial Year 2023-24.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its officers/employees to the Audit Committee and to the Board of Director during the Financial Year.

There is no fraud exceeding the limit prescribed auditor has not field any report of fraud to the Central Government under Section 143 (12) of Companies Act, 2013.

5. Section 134(3)(d) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

6. Section 134(3)(e) COMPANIES POLICY ON DIRECTORS APPOINTMENT- REMUNERATION AND INDEPENDENCE

As required by Section 178(1)/178(3) of the Companies Act, 2013read with Regulation 19 of SEBI (LODR) Regulations, 2015, Company has constituted Nomination and Remuneration Committee which formulate the criteria for determining qualification, positive attribute and independence of a director and has recommended a policy to the Board relating to remuneration of directors, Key Managerial Personnel and other employees and Board is implementing the same.

At present company website is not functional. Therefore, policy is not placed on Companys website. Once website becomes functional same will be placed for access at. http://www.ghushineindia.com/

7. Section 134(3)(f) BOARD COMMENTS OR EXPLANATION ON QUALIFICATION RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

(i) AUDITORS REPORT

There is no adverse remarks or observations nor auditors have qualified their report, hence, no clarification is required by the Board.

(ii) SECRETARIAL AUDITOR:

In respect of Remarks of Secretarial Auditor in their report in Form MR-3 read with Annexure-I thereon, the Board would like to inform that the Board has initiated steps for revocation of suspension of trading and waiver of fines levied by with Bombay Stock Exchange Limited.

Regarding non-compliance on company law matters, Board is taking corrective steps for proper compliance.

In respect of Remarks of Secretarial Auditor regarding explanation sought by the Registrar of Companies, Gujarat, Company has filled reply with ROC, Gujarat.

Other remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134(3)(g) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of investment Companies, Provisions of Section 186(1) of Companies Act, 2013 is not applicable to the Company.

Company has not given any loan to any person or body corporate, during the Financial Year nor has given guarantee or provided security in connection with a loan to any other body corporate or person. Provisions of Section 186(2)(a)(b) of Companies Act, 2013 are not applicable to the Company.

The company has invested and acquired shares of MERCURY VENTURES PRIVATE LIMITED (CIN: U29219GJ2006PTC048287) on account of conversion of loan into equity by the said company. The investment is not in excess of limits specified in section 186(2)(c) of Companies Act, 2013, said provision are not applicable to the Company.

The prescribed particulars of Loan and investment and guarantee is attached as Annexure-II.

9. Section 134(3)(h) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year 2023-24 were at an arms length basis and in ordinary course of business. No material related party transactions were entered during the financial year by the Company.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

A statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis for its review.

The details of the transactions with related parties are also provided in the accompanying in Form AOC-2 annexed as Annexure - III forms part of this report.

10. Section 134(3)(i) STATE OF COMPANYS AFFAIRS:

The company is engaged in Textiles business.

The revenue of the company during the year increased to Rs. 167.27 lacs in the current year compared to Rs. 22.01 lacs previous year.

The company earned profit after tax of Rs. 0.02 lacs as compared to profit of Rs. 0.01 lacs in the previous year.

At present your company has no plan to enter into any other business.

11. Section 134(3)(i) TRANSFER TO RESERVES:

Board of Directors do not recommend to transfer any amount out of profits to the reserves

12. Section 134(3)(k) DIVIDEND

The Board of directors do not recommend any dividend for the year ended 31st March 2024.

13. Section 134(31(1) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

In the opinion of board of directors there are no material changes & commitments which have occurred after Balance Sheet date till the date of the report affecting the financial position of the Company.

14. Section 134f3)(m) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION- FOREIGN EXCHANGE AND OUTGO

The relevant particulars are given in prescribed form annexed as ANNEXURE IV to this report.

15. Section 134(3)(n) RISK MANAGEMENT POLICY:

Your Company is exempt from reporting on compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A], 25, 26, 27 and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation46 and para C , D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Company is also exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting on risk management.

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year, Company is exempt from constitution of Risk Management committee, under the provisions of Companies Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.

16. Section 134f3)fo) CORPORATE SOCIAL RESPONSIBILITIES fCSR) POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill the threshold limits of Turnover of Rs. 100 Cr. Or Net Profit of Rs. 5 Cr. And Net Worth of Rs. 10 Cr. Hence, the same is not applicable to your company.

17. Section 134f3)fp) FORMAL ANNUAL EVALUATION

Section 134 (3) (p) read with Sub-rule (4) of Rule 8 of the Companies (Accounts) Rules, 2014, Company is exempt on reporting under this clause as paid-up share capital of the company calculated at the end of the preceding financial year is not twenty-five crores or more.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Nomination and Remuneration Committee (NRC) has also formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act.

18. Section 134(3)(a) OTHER MATTERS

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies (Accounts) Rules 2014 the Board hereby reports as under

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

This has already been reported under the head Financial Highlights

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared to the previous year.

3. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

There was no appointment or resignation of directors or key managerial personnel, except reappointment of Kapilaben Alokbhai Jain (DIN: 01426794) who retired by rotation at previous AGM.

4. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

This is not applicable as there is no appointment of Independent Director during the year.

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on March 31, 2024, the Company has no subsidiary, joint venture or associates. Further during the year there is no Company which became or ceased to be the subsidiary, joint venture or associates of your Company. Therefore, disclosure under first proviso to Section 129(3) in prescribed form AOC-1 is either nil or not applicable attach as ANNEXURE-V.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, excepting Inter corporate loan/ Deposit which are exempt from Deposit under said rules. Required disclosure is as under:

(a) accepted during the year; Not Applicable

(b) remained unpaid or unclaimed as at the end of the year; Nil

(c) there has been no default in repayment of deposits or payment of interest thereon during the year. In case of default, number of such cases and the total amount involved-

(i) at the beginning of the year; Not Applicable

(ii) maximum during the year; Not Applicable

(iii) at the end of the year; Not Applicable

7. THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the requirements of chapter v of the Act.

8. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

Pursuant to the provisions of SEBI has levied penalty as under for various defaults under SEBI (LODR) Regulations, 2015 and listing agreements.

CATEGORY OF FEES/ FINES PAYABLE	QUANTUM PAYABLE (ICL. OF GST @ 18%)
Processing fees for revocation of suspension	Rs. 29,500/-
Annual listing fees	Rs. 79,740/-
Reinstatement fees	Rs. 21,24,000/-
Fines levied pursuant to the provisions of SEBI SOP circular	Rs. 11,53,920/-

BSE Limited has suspended trading in securities of the company.

Registrar of Companies Gujarat Dadra & Nagar Haveli has imposed penalty of Rs. 1,00,000/- on the company and Rs. 1,00,000/- on Mr. Alok Jain, officer in default wide order no. ROC-GJ/2020-21/ Ghushine Fintrrade / ADJ. ORDER/Sec.12/ Dated: 19 January 2021/5183.

The company preferred an appeal against the said order, before the adjudicating officer which was dismissed by the adjudicating officer. The company has challenged the order of the adjudicating officer before Honorable High Court of Gujarat.

The Registrar of Companies Gujarat Dadra & Nagar Haveli has observed various violations of provisions of Companies Act, 2013 and has sought clarification from the company vide letter no. ROC-GJ/GHUSHINE FINTRRADE/2020-21/1907 Dated: 13 October 2020.

If above liability are crystallized then financial position of the company will be adversely affected and at the same time will impact the Going Concern status of the company.

9. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial transactions. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Report on the Internal Financial Controls under Clause(i) of Sub-Section 3 of Section 143 of the Companies Act,2013("the Act"], is attached with auditors report.

10. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost records/cost audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, the said provisions are not applicable to Company.

11. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company is not required to constitute an Internal Complaints Committee as number of employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

	C.Y.	P.Y.
No. of Complaints pending for disposal at the beginning -	NIL	NIL
No. of Complaints received during the financial year	NIL	NIL.
No. of complaints disposed off during the financial year	NIL	NIL.
No. of complaints pending for disposal at the end of financial year	NIL	NIL

12. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year nor any proceedings against the Company is pending under the Insolvency and Bankruptcy Code, 2016, as at the end of Financial Year 2023-24.

13. DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions during the Financial Year hence the details of difference between the 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 is not applicable.

14. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required details is annexed as ANNEXURE VI to corporate governance report attached with this report.

b. None of the employee was in receipt of remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c. The company has no employees (not being directors or their relatives] who are posted and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5 lacs p.m during the financial year.

REAPPOINTMENT OF INDEPENDENT DIRECTOR

During the year, there is no Appointment or Re-appointment of Independent Directors.

CHANGE IN COMPOSITION OF THE BOARD AND KMP

During the year there is no change in Board of Directors and any KMP.

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2] (b] and Section 167 of the Companies Act 2013 the company has received a declaration from directors that none of them are disqualified to hold post as director of the company.

DISCLOSURE UNDER SECTION 177.178 COMMITTEES OF THE BOARD

a. Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report attached with this report

b. Nomination And Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head Corporate Governance Report attached with this report

c. Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head Corporate Governance Report attached with this report

d. Vigil Mechanism committee

The Company has framed vigil mechanism in terms of The Companies Act, 2013. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Companys interest.

CHANGES IN SHARE CAPITAL. IF ANY:

There is no change in authorized, issued, subscribed and paid up share capital of the company during the Financial Year 2023-2024.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4] of Companies (Share Capital and Debentures] Rules 2014 The Company has not issued Equity Shares with differential rights during the Financial Year 2023-2024.

DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

In terms of Rule 8 of Companies (Share Capital and Debentures] Rules 2014 the Company has not issued sweat Equity shares during the Financial Year 2023-2024.

DISCLOSURE UNDER SECTION 62mfh) REGARDING ISSUE OF EMPLOYEE STOCK OPTION AND EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62 of the Companies Act 2013 read with Rule 12 of Companies ( Share Capital and Debentures ] Rules 2014, the Company has not issued Employee Stock Options during the Financial Year 2023-24. Therefore disclosure of particulars as required under Rule 11(9] of Companies ( Share Capital and Debentures ] Rules 2014 is not applicable.

BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ] Rules 2014 is not applicable.

REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuant to Section 164(2] and 167(1] and Schedule V Part 2 of Companies Act 2013 company has not issued any preference shares or debentures and there is no redemption of any preference shares or debentures during the F.Y. 2023-24.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2024 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2023-24.

DISCLOSURE UNDER SECTION 129(31 CONSOLIDATED FINANCIAL STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of consolidated financial statements under section 129(3] and disclosure in form AOC-1 under Rule 5 of the Companies (Account] Rules 2014 are not applicable.

Sec 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial years.

NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as provided in section 151 of the Act.

AUDITORS:

N C Rupawala & Company, Chartered Accountants, Surat, FRN: 125757W, PAN: AAKFN0796N who were appointed as statutory Auditor have resigned w.e.f 28/08/2024.

The Board appointed A P M M & Co., CHARTERED ACCOUNTANTS, MEMBERSHIP NO. 190707, FIRM REGISTRATION NO. 0147804W & PAN NO: ABPFM6852N w.e.f 07.09.2024 to fill casual vacancy and they hold office till conclusion of this AGM. The terms of office expire at this AGM and being eligible the Board recommends to appoint them from conclusion of this AGM till the conclusion of Annual General Meeting of the Company to be held in the year 2029

The Company has received a certificate from the auditor that they satisfy the criteria provided in Section 141 for appointment as auditor of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as Annexure - VII to this report.

Annual secretarial Audit Report has notified under SEBI (L OD R) Regulations, 2015 is not applicable to the company.

INTERNAL AUDITOR Section 138:

Company has introduced Internal Financial Control System which ensures proper Internal Audit of Financial Transactions.

However company has not appointed any internal auditor as specified in Section 138 of The Companies Act 2013

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards 1, and 4 issued by the Institute of Company Secretaries of India on Board meetings

The Company has complied with Secretarial Standards 2 issued by the Institute of Company Secretaries of India on General Meetings.

Since Company has not declared any dividend SS 3 on declaration and payment of dividend as issued by the Institute of Company Secretaries of India is not applicable.

Company has not failed to complete or implement any corporate action within the specified time limit nor has cancelled corporate action announced by the company during the financial year except as under one EOGM was convened during the Financial Year was cancelled.

DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES. 2014 OF THE COMPANIES ACT, 2013 ON AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial year ended 31st March, 2024 which has a feature of recording audit trails (edit log) facility and the same has been operated throughout the year for all the relevant transactions recorded in the software. There was no instance of audit trail feature being tampered with during the financial year. Reporting on maintaining of Audit Trail in the RULE 11 (1)(G) OF COMPANIES (AUDIT AND AUDITORS) RULES 2014 is not applicable for this F.Y.

DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT. 2006

Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

DISCLOSURES AS PER ITEM 1 0(I) OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS. 2015.

No disqualification of directors certificate from company secretary in practice for the financial year ended March 31, 2024, is annexed as Annexure VIII to this report

DISCLOSURES UNDER LISTING AGREEMENT AND SEBI fLODR) REGULATIONS. 2015 CLAUSE 32 (iii)(b)

I. Shares of the company are not delisted

II. Stock Exchange has suspended securities of the company from trading due to penal reasons.

III. Equity Shares of the company are listed on Bombay Stock Exchange. The company has paid listing fees for FY 2024-25 to the Stock Exchange.

CLAUSE 49.II.B.5.b PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down by Nomination and Remuneration Committee

CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS. KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report

CLAUSE 49.II.B.7.b FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Familiarization program for independent directors could not be conducted by the Company during the year.

CLAUSE 49.II.F.3 VIGIL MECHANISM (WHISTLE BLOWER POLICY)

As per the provisions relating to vigil Mechanism Company has made adequate arrangements and developed mechanism for Whistle Blowers.

CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries

CLAUSE 49.VIII.A.2 POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit committee.

CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS

Necessary details are attached in Corporate governance report.

CLAUSE 49.VIII.B COMPLIANCE WITH ACCOUNTING STANDARDS

Company has complied with applicable accounting Standards. Please refer corporate governance report attached with this report.

CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments: - Company is operating in Textile Industry.

(b) Opportunities and Threats: - The textile industry provides ample opportunities in domestic as well as export market. However, the uncertainty of raw material prices and government policies are detrimental to growth and profitability.

(c) Segment wise or product wise Performance: - Company operates in one segment Textile. The performance of said sector is reported in Audit Report.

(d) Outlook: - The directors are hopeful of better performance.

(e) Risks & Concerns: - Company has developed proper systems to recognize risk and concerns.

(f) Internal control systems and their adequacy: - Company has developed adequate internal control system and looking to the size of the company said system is operating adequately and effectively.

(g) Discussion on financial performance with respect to operational performance; -The Financial performance is reported in directors report.

(h) Human Resources Management Initiatives:-All the efforts are made to rationalize its manpower and make effective use of the same.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & Para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesnt exceed Rs.10 Crore and net worth doesnt exceed Rs 5crores.

However certain important information as required under Corporate governance rules are attached as ANNEXURE X

CLAUSE 49.XI.A PCS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from PCS regarding compliance of conditions of corporate governance is annexed as

ANNEXURE XI

DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43a SEBI (listing obligations disclosure requirements), 2015 on dividend distribution policy is not applicable to the company

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof are not applicable.

BUSINESS RESPONSIBILITY REPORT

Since your company do not fulfill the conditions prescribed for business responsibility reporting said clause is not applicable.

INSURANCE

All Inventories and Fixed Assets including Plant and Machinery etc., are adequately insured. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

ACKNOWLEDGMENT

The Directors express their sincere thanks to the customers, suppliers, companys bankers and members of the company for their continued support.

	For & On Behalf of the Broad of Directors
	Ghushine Fintrrade Ocean Limited
Place: SURAT
Date: 07/09/2024	ALOK BHOPALSINGH JAIN
	Chairman & Managing Director
	DIN:00006643