Liqvd Digital India Ltd Directors Report

To,

The Members of

LIQVD DIGITAL INDIA PRIVATE LIMITED

1. INTRODUCTION:

Your Directors have pleasure in presenting the Tenth Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31^st, 2023.

2. FINANCIAL RESULTS:

The financial results for the period are summarized below:

(Rs.)

Particulars	Year ended on 31st March 2023	Year ended on 31st March 2022
Total Income	16,77,23,519	21,30,22,922
Total Expenditure	14,82,71,721	18,92,62,864
Profit/(Loss) before taxation	1,13,11,554	133,10,823
Less: Tax Expenses
Current tax	20,00,000	22,72,380
Less: MAT Credit Entitlement	-18,88,124	(16,63,886)
Deferred tax	(1,60,093)	(3,84,315)
Earlier year Taxes
Net Profit / (Loss) after Taxation	1,13,59,771	1,27,11,671

3. RESERVES:

Your Company does not propose to transfer any amount to the General Reserves. Net Profit of Rs. 1,13,59,771 is proposed to be retained in the Statement of Profit and Loss Account.

4. DIVIDEND:

The Board of Directors of the Company have not recommended any dividend on equity shares of the Company during the financial year 2022-23.

5. STATE OF THE COMPANYS AFFAIRS:

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

6. PERFORMANCE:

During the year under review, the company posted Total Income of Rs.16,77,23,519/- as compared to previous year Rs. 21,30,22,922/-. The Profit after tax stood at Rs.1,13,59,771/- as compared to profit of Rs. 1,27,11,671/- during the previous year.

7. CHANGE IN NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business of the Company during the year.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Companys operation in future.

10. 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:

There were no frauds reported by the Auditors under section 143(12) during the Financial Year under review.

11. HOLDING. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:

• Your Company has "Concept Communication Limited" (U74300MH1987PLC042964) as its Holding Company.

12. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable. The Company has duly filed a return in Form DPT-3 for amounts received but not considered as Deposit under Section 73 of the Act.

13. STATUTORY AUDITORS:

M/s. JMMK & Co., Chartered Accountants having (Firms Registration No.-120459W) (previously known as JMK & CO., Chartered Accountants) were appointed as the Statutory auditors of the Company for a period of 5 consecutive years commencing from Financial year 2020-21 till the conclusion of the Annual General Meeting to be held for the financial year 2024-25 on such remuneration as may be decided by the Board & Auditors mutually.

Your Company has received written consent and a certificate from M/s. JMMK & Co., Chartered Accountants, stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

There were no qualifications, reservations, adverse remarks or comment made by the Auditors in their report for Financial year 2022-2023.

14. DEMATERIALIZATION:

Pursuant to MCA Notification dated 10th September 2018, Every Unlisted Public Company is required to facilitate dematerialization of all existing securities. Therefore, the Company has signed the tripartite agreement with Central Depository Services (India) Limited and Bigshare Services Private Limited (Registrar & Transfer Agent) for dematerialization of existing Shares of the shareholders. All shareholders are requested to get their shares Demat.

The International Securities Identification Number allotted to the Company is INE0CJT01017.

15. SHARE CAPITAL:

Company in its Extra Ordinary General Meeting held on 6^th March 2023 increase the Authorized Share Capital of the Company from Rs.2,50,00,000 (Rs. Two Crore Fifty Lakhs ) to Rs.4,00,00,000 (Rs. Four Crore)

a. Provision of money by company for purchase of its own shares by employees ox by trustees for the benefit of employees:

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Rights:

The Company has not issued any Equity Shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

e. Issue of Equity Shares Without Differential Rights:

The Company has not issued any Equity Shares without Differential Rights during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

f. Right Issue:

During the year under review;

• The Board at its meeting dated 26th May 2022 has allotted 13,12,500 Equity Shares at an issue price of Rs 10/- per Equity share aggregating to Rs. 1,31,25,000(Rupees One Crore Thirty-One Lakh Twenty Five Thousand Only) to Mr. Ashish Jalan (60000 Shares) Arnab Mitra (487500 Shares) and Concept Communication Limited (765000 Shares) under the provisions of Section 42 & 62 of the Companies Act, 2013.

• The Board at its meeting dated 02^nd June 2022 has allotted 1,87,500 Equity Shares at an issue price of Rs 10/- per Equity share aggregating to Rs. 18,75,000(Rupees Eighteen Lakh Seventy-Five Thousand Only) to Mr. Ashish Jalan (8550 Shares) Arnab Mitra (69656 Shares) and Concept Communication Limited (109294 Shares) under the provisions of Section 42 & 62 of the Companies Act, 2013

16. ANNUAL RETURN:

As per section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and relevant rules, as amended from time to time, every company is required to place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Boards report. Therefore, Annual return in MGT-7 form will be placed at the Companys website on the link https://www.liqvd.asia/

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:

a) Conservation of Energy & Technology absorption:

As there had been no manufacturing activities, your Directors have nothing to report under Section 134(3)(m) of the Companies Act, 2013:

b) Foreign Exchange Earnings and outgo-Eamings in foreign exchange: NIL Expenditure in foreign currency: Rs. 1,30.153

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company under the provisions of Companies Act, 2013.

19. DIRECTOR & KEY MANAGERIAL PERSONNEL:

No changes took place in the constitution of the Board of Directors during the year under review: As on year end, Board comprises of the following:

Sr. No.	Name	Designation	DIN
1.	Vivek Suchanti	Director	00012938
2.	Ashish Jalan	Director	00307605
3.	Arnab Mitra	Managing Director	06384015

20. DIRECTOR LIABLE TO RETIRE BY ROTATION:

Mr. Ashish Jalan (DIN: 00307605) Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment under the provisions of Section 152(6) of the Companies Act, 2013.

Your Directors recommend his reappointment.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR:

Your Board of Directors has duly met Eight (08) times during the financial year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The dates of Board meetings and attendance of directors is as follows:

Sr. No.	Dates of Board Meetings	No. of Directors associated with the company as on date	No. of Directors Attended
1	21st April 2022	3	3
2	26th May 2022	3	3
3	2nd June 2022	3	3
4	01st September 2022	3	3
5	07th December 2022	3	3
6	11th February 2023	3	3
7	21st February 2023	3	3
8	17th March 2023	3	3

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT. 2013:

The Particulars of Loans, Guarantees and Investment made by company under Section 186 of Companies Act, 2013 during the year have been disclosed in the notes to accounts to the financial statements.

23. COMMITEES OF BOARD:

AUDIT COMMITTEE. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER RELATIONSHIP COMMITTEE:

As such, the provision for constituting Audit Committee and Nomination and Remuneration Committee and Stakeholder Relationship Committee is not applicable to the Company under the Companies Act, 2013 and the necessary rules made thereunder.

MANAGEMENT COMMITTEE:

As per the provisions of Section 179 of the Companies Act, 2013, the Management Committee is formed to authorize the committee to approve intercorporate loans, investments or guarantee or security and borrowings.

The Composition of Management Committee comprises as per the following:

Sr. No.	Name of the Director	Designation in the Committee
1.	Ashish Jalan	Chairman
2.	Vivek Suchanti	Member
3.	Arnab Mitra	Member

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The detail regarding particulars of contracts or arrangements referred to in sub-section (1) of Sections 188 have been disclosed in notes to accounts of financial statements under Accounting Standard -18.

Therefore, disclosure of particulars of contracts/arrangements entered by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is not applicable.

25. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has an effective risk management policy which is capable of identifying various types of risks associated with the business, its assessment, risk handling, monitoring and reporting.

26. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits 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 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.

e. 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.

27. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

28. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

29. GENERAL:

a. Your Company is in compliance with the applicable Secretarial Standards.

b. As such, the provision for establishing "Vigil Mcchanism/Whistleblower Policy" is not applicable to the Company.

c. Maintenance of cost audit records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

d. The Provisions of Section 149(6) of the Companies Act,2013 is not applicable to the Company

e. The provisions relating to Board Evaluation are not applicable to the Company being an Unlisted Public Company having a paid-up share capital of less than twenty-five crore rupees calculated at the end of the preceding financial year.

f. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013

30. ACKNOWLEDGMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Companys Bankers and thanks its shareholders for their continued support.

FOR AND ON BEHALF OF	ASHlSH jalan
LIQVD DIGITAL INDIA PRIVATE LIMITED	DIRECTOR
ARNAIT MITRA	(DIN: 00307605)
MANAGING DIRECTOR
(DIN: 06384015)
DATE: 05.09.2023
PLACE: MUMBAI