jayabharat credit ltd share price Directors report


To,

Dear Shareholders,

The Directors take pleasure in presenting the 80th Directors Report and the Audited Financial Statements for the Financial Year ended 31st March, 2023:

1. a. Financials:

2022-23 2021-22

1 Income

Assets Finance

0 0

Other Income

86.58 2.68

2. Gross Profit (+) / Loss (-) before Depreciation

(59.83) (86.45)

3. Depreciation

(00.42) ( 00.74)

4. Profit (+) / Loss (-) after Depreciation

(60.25) (87.19)

5. Differed Tax

(03.36) (00.00)

6. Tax Provisions for earlier year with Interest

(85.96) (00.00)

7. Profit (+) / Loss (-) after Depreciation and Income Tax

(149.57) (87.19)

b. Operations:

The Company has no business activity of Non-Banking Finance Company (NBFC). The Company has not given any Loan /Guarantee or made any Investment during the year under review. The Company has neither Public Deposits nor Bank Borrowing Finance and as such, the Company is debt-free. The promoters support has helped the Company from time to time to meet with operational expenses.

However, the Company has been taking all out efforts to recover the dues, if any, from the parties availed the finance from the Company in the past.

Although, the Company is in process of taking necessary steps for Shifting Registered Office of the Company from the State of Maharashtra to the National Capital Territory of Delhi, in pursuance of the Special Resolution unanimously passed in the 77th Annual General Meeting held on 23.12.2020 through Video Conferencing (VC), again a fresh Special Resolution is proposed to pass for the approval of Members of the Company in the ensuing 80th Annual General Meeting.

c. Dividend :

In view of business losses, the Board of Directors has not recommended any Dividend.

2. RESERVES:

During the year under review, the Company has not transferred any amount to Reserves to Special/Statutory Reserve and General Reserve.

3. DEPOSITS:

The Company has no liability of Public Deposits either Outstanding or Unclaimed. The Company has already received also communication from Reserve Bank of India (RBI) for cancellation of Certificate of Registration (COR) by letter No. 1004/01.10.046/2019-20 dated 13.01.2020.

4. TAX LIABILITY:

Income Tax Department has raised a tax liability of Rs.20.41 Lacs plus interest for the Assessment year 2006-07 after prolonged submission. However, the Company has provided Rs. 50.63 (Rs. 20.41lacs +Interest of Rs. 30.22 Lacs).

5. MANAGEMENT COMMENTS ON AUDITORS REPORT:

The Company is Non-Operational and does not have any NBFC business activity. The Company is, however, listed on BSE Limited.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Ventures Companies.

7. OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

a. Extract of Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act") and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return is available on Companys Website at www.jayabharat.com.

b. Number of Board Meetings:

The Board of Directors met 6 (Six) times during the FY 2022-23. The maximum interval between any two Board Meetings did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are as follows:

Sr Name of Directors no.

25.05.2022 09.08.2022 27.09.2022 07.10.2022 09.11.2022 08.02.2023

1 Mr. Rajiv Gupta

?/

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?/

?/

?/

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2 Mr. Arun Mitter

?/

?/

?/

?/

?/

?/

3 Mr. M K Madan

?/

?/

?/

?/

?/

?/

4 Mr. Vishnu Singhal

?/

?/

?/

?/

?/

?/

5 Ms. Preeti Singhal

?/

?/

?/

?/

?/

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6 Ms. Neetu Singhal

?/

?/

?/

?/

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During the year one Extra Ordinary General Meeting (EGM) was held on 09th November, 2022 to appoint Statutory Auditors of the Company due to casual vacancy caused by the resignation of earlier auditors of the Company.

c. Audit Committee:

The Audit Committee was constituted, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The composition of Audit Committee comprises of 3 members including 2 Non-Executive Independent Directors, 1 Non- Executive Non-Independent Director.

1. Mr. Vishnu Singhal

Chairman

Non-Executive Independent Director

2. Ms. Preeti Singhal

Member

Non-Executive Independent Director

3. Mr. Rajiv Gupta

Member

Non-Executive Non-Independent Director

The details of the Audit Committee Meetings and the attendance of the Members are as follows:

Sr. Name of Members no.

25.05.2022 09.08.2022 27.09.2022 07.10.2022 09.11.2022 08.02.2023

1. Mr. Vishnu Singhal

?/

?/

?/

?/

?/

?/

2. Ms. Preeti Singhal

?/

?/

?/

?/

?/

?/

3. Mr. Rajiv Gupta

?/

?/

?/

?/

?/

?/

The Board of Directors of the Company accepts all the recommendations of the Audit Committee from time to time.

d. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) was constituted pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.The composition of Nomination and Remuneration Committee comprises of 3 members which includes 2 Non-Executive Independent Directors and 1 Non- Executive Non-Independent Directors.

1. Mr. Vishnu Singhal

Chairman

Non-Executive Independent Director

2. Ms. Preeti Singhal

Member

Non-Executive Independent Director

3. Mr. Rajiv Gupta

Member

Non-Executive Non-Independent Director

The details of the NRC Committee Meetings and the attendance of the Members are as follows:

Sr. Name of Members no.

25.05.2022 09.08.2022 27.09.2022 07.10.2022 09.11.2022 08.02.2023

1. Mr. Vishnu Singhal

?/

?/

?/

?/

?/

?/

2. Ms. Preeti Singhal

?/

?/

?/

?/

?/

?/

3. Mr. Rajiv Gupta

?/

?/

?/

?/

?/

?/

The Board of Directors has formulated a Policy which set standards for the Nomination, Remuneration and Evaluation of the Directors and Key Managerial Personnel and also aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel ANNEXURE (Ref. pg. No. 23)

e. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was constituted, pursuant to the provisions of Section 178 of the Companies Act. 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.The composition of Stakeholder Relationship Committee comprises of 4 members, 3 members are Non- Executive Non-Independent Directors and 1 NonExecutive Independent Director.

1. Mr. Rajiv Gupta

Chairman

Non-Executive Non- Independent Director

2. Mr. Arun Mitter

Member

Non-Executive Non-Independent Director

3. Mr. M K Madan

Member

Non-Executive Non-Independent Director

4. Mr. Vishnu Singhal

Member

Non-Executive Independent Director

The Committe redresses the grievances of the shareholders like Share T ransfer / T ransmittion, Splitting / Consolidating of Shares, Merging of Folio Nos.

The details of the Stakeholder Relationship Committee Meetings and the attendance of the Members are as follows:

Sr. Name of Members no.

25.05.2022 09.08.2022 27.09.2022 07.10.2022 09.11.2022 08.02.2023

1. Mr. Rajiv Gupta

?/

?/

?/

?/

?/

?/

2. Mr. Arun Mitter

?/

?/

?/

?/

?/

?/

3. Mr. M K Madan

?/

?/

?/

?/

?/

?/

4. Mr. Vishnu Singhal

?/

?/

?/

?/

?/

?/

Risk Management Committee:

The Risk Management Committee was already constituted. The Committee comprises of 3 members, and they are Non-Executive Non-Independent Directors.

1. Mr. Rajiv Gupta

Chairman Non-Executive Non- Independent Director

2. Mr. Arun Mitter

Member Non-Executive Non-Independent Director

3. Mr. M K Madan

Member Non-Executive Non-Independent Director

The Board of Directors has formulated a Policy which set standards to prevent any kind of Risk in the activities of business. The Management does not foresee any risk in the activities of business, since the Company is not doing any business activities at present.

f. Meeting of Independent Directors

Independent Directors play a vital role in the governance process of the Board. With their expertise in various fields, they enrich the decision making process at the Board.

The Appointment / Re-appointment of Independent Directors is carried out in a structured manner in accordance with the Provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration Committee identifies potential candidates based on certain criteria and considers the Diversity of the Board and accordingly makes recommendations to the Board.

Confirmation as regards to independence of Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their names have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar (IICA). In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as laid down in Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) of the Listing Regulations and complied rules of IICA and are Independent of the Management. A formal appointment letter containing the terms and conditions of their appointment have been issued to them and the said letters have been uploaded on the website of the Company, viz. www.jayabharat.com.

During the year under review, the Independent Directors met on 03.02.2023 without the attendance of nonindependent directors and members of management inter alia:

a) To discuss the financials of the Company.

b) To review the performance of non-independent directors and the Board as a Whole.

c) To review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors.

d) To assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) Other related matters.

g. Related Party Disclosure:

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), the Company has formulated a Policy on Related Party Transactions. The same has been posted on the Companys website at www.jayabharat. com.

All the Related Party Transactions that are entered into are on arms length basis and in ordinary course of business of the Company. The Audit committee and the Board of Directors proposes the material contracts or arrangements with related parties as mentioned in the notice to this Annual Report for approval of members at the ensuing Annual General Meeting of the Company.

h. Other Disclosures:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the Financial Year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this Report.

3. No significant or Material Orders were passed by any Regulators or Courts or Tribunal which impact on the companys going concern status and operations in future.

4. There was no change in nature of the business of the Company. The Company has stopped business activities as NBFC.

8. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy/ Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to Directors and employees from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The Employees of the Company have the right / option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy exists as approved by the Board.

9. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated the Risk Management Policy, pursuant to Section 134(3)(n) of the Companies Act, 2013 to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses.

10. APPOINTMENT OF AUDITORS:

a. Statutory Auditors:

During the year, Mr. Omkar Garate, Chartered Accountant (FCA 159832), was appointed as Statutory Auditors of the Company at the 79th Annual General Meeting of the Company. But due to his ill health he resigned from the Company w.e.f. 2nd October, 2022.

M/s Jagdish Chand & Company, Chartered Accountants (Firm Registration No 000129N) was appointed as Statutory Auditors of the Company due to casual vacancy caused by the resignation of Mr. Omkar Garate, Chartered Accountant due to his ill health at the Extra Ordinary General Meeting (EGM) held on 09th November, 2022 up to the conclusion of 80th Annual General Meeting.

The Audit Committee and Board recommends the appointment of M/s Jagdish Chand & Company, Chartered Accountants (Firm Registration No 000129N) as Statutory Auditors of the Company for the period of 5 (Five) years from the ensuing 80th Annual General Meeting 2022-2023 of the Company until the conclusion of 85th Annual General Meeting 2027-2028.

b. Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Mr. Prashant S Mehta, Practicing Company Secretary, (A5814& COP No. 17341), Mumbai is appointed as a Secretarial Auditor of the Company for the year 2023-24 The Secretarial Audit Report is annexed as ANNEXURE (Ref pg No. 20-22) which forms part of this Report. The said Report does not contain any observation or qualification requiring any further explanation or comments.

c. Internal Auditor:

In terms of the Section 138 of the Companies Act, 2013 read with rule of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act, Mr. Ajit More (152725) Chartered Accountant, Mumbai is continued to be re-appointed as Internal Auditor of the Company for the year 2023-24.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

As per the provisions of Section 152 of the Companies Act, 2013, Directors, Mr. Rajiv Gupta (DIN 00022964). Mr Arun Mitter (DIN 00022941) and Mr. M K. Madan (DIN 01060575), are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment at the said Annual General Meeting. The Board recommends approval of their reappointment to the Members. Their brief profile is provided in the Notice convening the ensuing 80th Annual General Meeting of the Company during the year. During the year, Ms. Preeti Singhal (DIN:02237856) Independent Director was re-appointed for further consecutive period of 5 (Five) Years from 19.01.2023 to 18.01.2028 and Ms. Neetu Singhal (DIN:07783608), Independent Director was re-appointed for further consecutive period of 5 (Five) Years from 27.03.2023 to 26.03.2028 at the 79th Annual General Meeting held on 27th September, 2022.

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar (IICA).

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of Companies Act, 2013 and Rule B and 8 A of the Companies (Appointment and Remuneration of Managerial Personnel Rule 2014).

1 Mr. Bipin Bhavsar

FCS1117 CHIEF EXECUTIVE OFFICER (CEO)

2 Ms. Hinal R. Mehta

ACS25618 COMPANY SECRETARY & COMPLIANCE OFFICER

3 Mr Shreeram G Garde

B.COM CHIEF FINANCE OFFICER (CFO)

Disclosure under Section 197 (12) of the Companies Act, 2013 and Other Disclosure as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ANNEXURE (Ref. pg. 23)

12. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors have carried out an Annual Evaluation of its own performance of Chairman, each Directors and its Committees for the year under review.

The Board of Directors and its functioning Committees was reviewed and evaluated on the basis of responses from Directors, Committees Members, on various aspects of composition and functioning of Board of Directors and its Committees.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board of Directors as a whole, including performance of Chairman, were also evaluated.

The Board of Directors expressed its satisfaction with evaluation Results, which reflects high degree of engagement of Board of Directors and its committees with the Company and its management.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company pro-actively keeps its Directors informed of the Policy on Familiarization Program adopted by the Board of Directors of the Company and it keeps its Independent Directors abreast of its activities, management, operations and overall perspective as well as issues faced by the industry.

14. PARTICULARS OF EMPLOYEES:

No employees remuneration which requires the Company to furnish in terms of Particulars of Employees under section 197(12). Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ANNEXTURE. (Ref,pg. No. 23)

15. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

16. CORPORATE GOVERNANCE:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, various provisions of Corporate Governance are not applicable to a listed entity having Paid up Equity Share Capital not exceeding Rupees 10 (ten) Crores and net worth not exceeding Rupees 25 (Twenty Five) Crores, as on the last day of the previous financial year.

As on 31st March, 2022, the Companys paid up capital and net worth were below the ceiling limit prescribed under the regulation as above. In accordance of above, since the provisions pertaining to Corporate Governance are not applicable to our company for the financial year 2022-23, the Company has filed non-applicability of Corporate Governance requirements certificate with BSE Limited and complied with the requirement of the Regulation.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as under:

a) Technology

Not applicable

b) Conservation of Energy

Not applicable

c) Transactions in Foreign Currency

This Year 2022-23 Previous Year 2021-22

i) Expenditure in Foreign currency Loan

NIL NIL

ii) Shares held by Non-Resident Shareholders

30104 29263

No. of Non -Residential Shareholders

37 33

NOTE: The Company has no earnings in Foreign Currency.

E-mail ID for Investors Grievances In compliance of SEBI (LODR) Regulations, 2015, for the purpose of registering complaints by investors for redressal of their grievances, the Company has designated an e-mail address i.e. jcl@ jayabharat com.

18. MANAGEMENTS DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report. ANNEXURE (Ref. pg. No. 24)

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The provisions of Corporate Social Responsibilities (CSR) are not applicable, as the Company does not exceed the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules. 2014.

20 CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Companys website under the Investor Relation section at www.jayabharat.com.

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaint has been received during the year 2022-23.

22. UNCLAIMED DIVIDEND/PUBLIC DEPOSIT:

All the amount of Unclaimed Dividend up to Financial Year (FY) 2007-08 and the amount of Unclaimed Deposits up to date have been already transferred to Investor Education and Protection Fund (IEPF) and as such there is no Unclaimed Dividend nor Public Deposits.

23. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013, in relation to the Audited Financial Statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material disclosures;

b) Such Accounting Policies have been selected and applied consistently and the Directors 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 as at 31st March, 2023;

c) Proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis;

e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate for effective operation;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate for effective operation.

24. MATERIAL CHANGES AND COMMENTS, IF ANY:

In terms of Section 134 (3) (I) of the Companies Act, 2013, there are no material changes and commitments occurred between the end of the financial year of the Company and date of this Report which could have otherwise affected the Companys financial position.

25. ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation of the services rendered by the Members of the Staff at all levels. They also like to express their gratefulness to the Companys Bankers, Depositors and Shareholders, for their co-operation and also for the confidence reposed by them in the Company.

for and on behalf of the Board of Directors JAYABHARAT CREDIT LIMITED

RAJIV GUPTA (00022964) CHAIRMAN

New Delhi, 08th August, 2023.

(Ref. pg. 17)

To,

The Members,

Jayabharat Credit Limited, Mumbai.

CIN: L66000MH1943PLC003899

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practice and process as were appropriate to obtain reasonable assurances about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records, I believe that following the audit practice and process, I provide reasonable basis for my opinion.

3. I have relied on the statutory report provided by the Statutory Auditors as well as Internal Auditors of the Company for the financial year ending 31st March, 2023.

4. I have obtained the management representation wherever required about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision and other applicable laws, rules, regulations, standards are the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Reports neither an assurance as to the future liability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

7. I have verified the records and information which was made available to me using electronic mode.

For P Mehta & Associates Practicing Company Secretaries

Prashant S Mehta

Proprietor

ACSNo. : 5814 C.P.No. :17341

Date: 24th May, 2023 Place : Mumbai