muzali arts ltd Directors report

To,

The Members

Your directors have pleasure in presenting the 28^th Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for the year ended 31^st March 2023.

FINANCIAL RESULTS

The financial highlights of the current year in comparison to the previous year are as under.

A) STANDALONE: (Amount in Rupees)

PARTICULARS	2022-23	2021-22
Total Revenue	1,43,96,018	3,12,93,490
Less: Operating Expenses	2,14,13,070	2,69,81,649
Gross Profit/(Loss) before Depreciation and Interest	(70,17,052)	43,11,841
Less: Finance Costs	10,83,333	12,50,000
Depreciation and Amortization Expense	1,03,688	1,16,887
Profit/(Loss) before Tax Before exceptional and extraordinary items	(82,04,073)	29,44,954
Exceptional and Extra-ordinary Item	2,45,00,843	-
Profit/(Loss) before Tax after exceptional and extraordinary items	(3,27,04,916)	29,44,954
Less: Tax Expense (Net)	7,94,013	4,57,480
Profit/(Loss) After Tax	(3,19,10,903)	24,87,474
Add: Other comprehensive Income	5,89,93,382	1,19,61,932
APPROPRIATIONS	--	--
Proposed Dividend	--	--
Tax on the proposed dividend	--	--
Transfer to General Reserve	--	--
Balance carried to Balance Sheet	2,70,82,479	1,44,49,406

REVIEW OF OPERATION

The total revenue of your Company for the year under review is Rs. 1,43,96,018 as compared to Rs. 3,12,93,490 for the previous year ended 31st March 2022. The company suffers the loss of Rs. 3,19,10,903 as against the profit of Rs. 24,87,474 of the Previous Year.

The projects undertaken by the Company are under different stages of execution, and the performance of the Company during the current year i.e., 2022-23 is expected to be in accordance with Companys plans.

DIVIDEND

Your directors do not recommend any dividend for the Financial Year ended March 31, 2023.

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

The Company does not propose to transfer any amount to the general reserve for the financial year ended March 31, 2023.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The details of money accepted and received from the directors or the relatives of directors of the company have been disclosed in the financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return will be available on the website of the Company on the following link: www.muzaliarts.com

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and a statement showing the names, remuneration received, and other particulars of top ten employees as prescribed in Rules 5(2) and 5(3) of the aforesaid Rules, are provided in ANNEXURE - I.

During the year under review, no employee of your company drawn the remuneration in excess of the prescribed limits as laid down in rule 5(2) i.e., Employees who (i) was employed throughout the financial year and received remuneration in the aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the financial year and received remuneration, in the aggregate, not less than rupees eight lakh and fifty thousand per month. Also, during the year under review, no employee of your company was employed throughout the financial year under review or part thereof and received remuneration which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

A) APPOINTMENT:

During the year under review the Board of Directors regularize the appointment of Mr. Lalit Kripashankar Dave (DIN: 08483990) as Director (Non-Executive and Non-Independent Director) on the Board of the company after approval from the member in last Annual general meeting held on 30^th September 2022.

Further the Board of Directors of the company on the recommendation of the Nomination and Remuneration Committee ("NRC") appointed Mr. Avigat Ganeriwala (DIN: 05180575) as an Additional Director and designated as Independent Director on the Board with effect from 21^st October 2022 to hold office for the one year subject to approval of member in the ensuing General Meeting.

Moreover, on the recommendation of the Nomination and Remuneration Committee ("NRC") Mr. Neelkanth Dnyaneshwar Aher (DIN: 06498109) has been appointed on the Board as additional director with effect from 23^rd June 2023 subject to the approval of members in ensuring General Meeting.

The brief profile(s) of the director(s) seeking appointment/reappointment at the ensuing Annual General Meeting are presented in the notice.

B) RE-APPOINTMENTS:

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company. Mrs. Farheen Mansoorbhai Murtuza (DIN: 08965752) Director of the Company who is liable to retire by rotation and hence in the current financial year Farheen Mansoorbhai Murtuza (DIN: 08965752) is being considered for the Directors liable to retire by rotation.

Therefore, Farheen Mansoorbhai Murtuza (DIN: 08965752) retire at the ensuing Annual General Meeting and being eligible, seek their re-appointment on the board of the company. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended her reappointment.

The brief profile(s) of the director(s) seeking appointment/reappointment at the ensuing Annual General Meeting are presented in the notice.

None of the Independent directors will retire at the ensuing Annual General Meeting.

C) RESIGNATION:

During the year under review Mrs. Mala Brijlal Lalchandani (DIN: 07161506) has resigned from the Board as Independent Director with effect from 26^th July 2022. The Board places on record its appreciation for the valuable contribution made by her during her tenure as Independent Director of the Company.

Further, Mr. Vishal Jaisingh Ladharam resigned from the position of Independent Director w.e.f. 19th June 2023.The Board in its Meeting dated 23^rd June 2023 placed on record its appreciation for the Services, assistance and guidance provided by Mr. Vishal Jaisingh Ladharam.

D) CHANGES IN KEY MANAGERIAL PERSONNEL:

During the Financial year 2022-23, Mr. Lalit Kripashankar Dave the Chief Financial Officer has resigned as Chief Financial Officer of the Company with effect from 23^rd July, 2022 and Subsequently appointed Mr. Ankur Vijay Rathi as Chief Financial Officer of the Company with effect from 12^th January, 2023 to fulfil the requirement of Section 203 of the Companies Act, 2013.

Further, Mr. Rohit Raghunath Jadhav the Company Secretary has resigned as Company Secretary and Compliance Officer of the Company with effect from 06^th January 2023 and Subsequently appointed Ms. Nidhi Harshvinod Gandhi as Company Secretary and Compliance officer of the Company with effect from 01^st February 2023 to fulfil the requirement of Section 203 of the Companies Act, 2013.

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Key Managerial Personnel as on 31^st March 2023:

Sr. No Name of Key Managerial Personnel	Designation
1 Mrs. Farheen Mansoorbhai Murtuza	Managing Director
2 Mr. Ankur Vijay Rathi	Chief Financial Officer

NUMBER OF MEETINGS OF THE BOARD

Thirteen (13) meetings of the Board of Directors were held during the year 2022-23 dates of the meeting are as follows:

Sr. No	Date of Meetings
1	15th April, 2022
2	30th May, 2022
3	21st June, 2022
4	25th July, 2022
5	13th August, 2022
6	07th September, 2022
7	21st October, 2022
8	15th November, 2022
9	16th December, 2022
10	12th January, 2023
11	14th February, 2023
12	08th March, 2023
13	10th March, 2023

Composition of the Board as on 31^st March 2023 was as under:

Sr. No Directors	Designation	No. of Meetings No. held during his / her tenure and attended.
		Held	Attended
1 Farheen Mansoorbhai Murtuza	Managing Director	13	13
2 Vishal Jaisingh Ladharam	In d e p e n de n t Director	1 3	7
3 Lalit Kripashankar Dave	Non-Executive Director	9	9
4 Avigat Ganeriwala	Additional Director	6	4
5 Ankur Rathi	Chief Financial Officer	3	3

INDEPENDENT DIRECTOR

A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

As on March 31, 2023, Mr. Vishal Jaisingh Ladharam and Mr. Avigat Ganeriwala are the Independent Directors on the Board of the company.

The Company has received declaration(s) from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, finance, governance, human resources, sustainability, etc. and that they hold highest standards of integrity.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors have confirmed their respective registrations in the Independent Directors Databank.

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointment, the Company conducts familiarization programmes for an Independent Director through meetings with key officials of the Company. During these meetings, presentations are made on the roles and responsibilities, duties and obligations of the Director, Companys business, Companys strategy, financial reporting, governance and compliances and other related matters.

C) BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Apart from that all the matters provided in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit committee review reports of the Internal Auditor, meet Statutory Auditors as and when required and discusses their findings, suggestions, observations, and other related matters and reviews major accounting policies followed by the Company.

The Audit Committee is duly constituted, during the Financial Year ended 31^st March 2023, 4 (Four) Meetings of the Audit Committee were held i.e. on 30^th May 2022, 13^th August 2022, 15^th November 2022, and 14^th February 2023.

The Composition of the Audit Committee as on 31/03/2023 is as under:

Sr. No. Name of Director	Designation	Category	No. of Meetings No. held during his / her tenure and attended.
			Held	Attended
1 Vishal Jaisingh Ladharam	Chairman	Independent Director	4	4
2 Avigat Ganeriwala	Member	Independent Director	2	2
3 Farheen Mansoorbhai Murtuza	Member	Executive Director (MD)	4	4

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

Apart from that all the matters provided in Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, are provided in the Corporate Governance Report.

The Nomination and Remuneration Committee is duly constituted, during the Financial Year ended 31^st March 2023, 2 (Two) Meetings of the Nomination and Remuneration Committee were held i.e. on 21^st October 2022 and 12^th January 2023.

The Composition of the Nomination and Remuneration Committee as on 31/03/2023 is as under:

Sr. No. Name of Director	Designation	Category		No. of Meetings No. held during his / her tenure and attended.
			Held	Attended
1 Vishal Jaisingh Ladharam	Chairman	Independent Director	2	2
2 Avigat Ganeriwala	Member	Independent Director	1	1
3 Farheen Mansoorbhai Murtuza	Member	Executive Director (MD)	2	2
4 Lalit Kripashankar Dave	Member	Non Executive Director	2	2

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope of the Shareholders relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investors services and relations. The Stakeholders Relationship Committee is duly constituted, during the Financial Year ended on 31st March 2023. Meetings of the Stakeholders Relationship Committee were held on 16/12/2022.

The Composition of the Shareholders relationship Committee as on 31/03/2023 is as under:

Sr. No. Name of Director	Designation	Category	No. of Meetings No. held during his / her tenure and attended.
			Held	Attended
1 Vishal Jaisingh Ladharam	Chairman	Independent Director	1	1
2 Avigat Ganeriwala	Member	Independent Director	1	1
3 Farheen Mansoorbhai Murtuza	Member	Executive Director (MD)	1	1

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.

The Management had reviewed the design, adequacy, and operating effectiveness of the Internal Financial Controls of the Company.

Further, during FY 2022-23, Management testing has been conducted on a sample basis for all key processes. The Internal Audit team has also conducted a review of the Internal Financial Controls. Remedial action has been taken or agreed upon with a finite closure date for controls where weaknesses were identified. There are no material unaddressed internal financial controls related observations outstanding as at March 31, 2023. Based on the above, the Board believes that adequate Internal Financial Controls exist and are operating effectively.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Gupta Ravi & Associates., Chartered Accountants, (Firm Registration No. 006970N), were appointed as Statutory Auditors for a period of 5 years, commencing from the conclusion of the 27^th Annual General Meeting held on 30^th September 2022 till the conclusion of the 32^nd Annual General Meeting of the Company to be held in the year 2027.

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, observation, adverse remark, or disclaimer reported in the Statutory Auditors report for the year ended 31st March 2023 forming part of the Annual Report are selfexplanatory and do not call for any further comments. Further, The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COST RECORDS AND COST AUDIT

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 202223. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 202223.

SECRETARIAL AUDIT REPORT

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 Company has appointed Smt. Yugandhara Kothalkar, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2022-23. A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE - II.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT.

The qualification, reservation, observation, adverse remark or disclaimer reported in Statutory Auditors Report, and the Secretarial Audit Report to the members, for the year ended March 31, 2023are self-explanatory and does not call for any further comments. However, the reply of the Board to the emphasis of matter reported in the Statutory Auditors Reports is given in the Auditors Report clause above.

During the year, there were no instances of frauds reported by the auditors under section 143(12) of the Companies Act, 2013 to the Audit Committee.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (GAAP), statutory requirements prescribed under the Accounting Standards (AS) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March 2023, the Company has one US based Subsidiary named "Jalan Jalan Collection Inc." engaged in interior design industry and offers products suitable for both commercial and residential design and offers turn-key solutions for new homeowners, from design inspiration to quick delivery & installation and one stop location for all things designs and furniture.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable as the Net worth of the Company is less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an ANNEXURE -III to the Directors Report.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance shall not apply on listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year hence, the report on Corporate Governance is not applicable on the company.

SHARE CAPITAL

In the beginning of the year your company has a paid-up capital of Rs. 5,08,48,000.

During the Financial Year 2022-23 dated 15^th April 2022, your Company has converted 21,50,000 warrants held by promotor group into Equity Shares in the ratio of 1:1.

Further on 16^th December 2022 your Company has allotted 61,66,667 equity shares on preferential basis having face value of Rs. 1/- each fully paid-up at a premium of Rs.2/-per share.

Consequent to the above, the subscribed, issued and paid-up equity share capital of your Company as on March 31, 2023, stood at Rs. 5,91,64,667/- comprising of 5,91,64,667 Equity Shares of Rs.1 /- each.

WHISTLEBLOWER POLICY

In pursuance of provisions of the Companies Act, 2013, and the Listing Regulations Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to providing a mechanism for (i) directors and employees of the Company to freely communicate/report genuine concerns or/and grievances about illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy, and (ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices, and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report the same to the management. This Policy is an extension of the Companys Code of Conduct.

The Audit Committee oversees the vigil mechanism through the committee. This Policy inter-alia provides direct access to the Chairman of the Audit Committee.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to her since the last report together with the results of investigations, if any.

MAJOR EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

A) Material changes and commitments if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the report

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate and the date of this report.

(B) Change in the Nature of Business

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

(C) Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Companys operations in future.

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DEMATERIALISATION OF SHARES

97.97% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2023 and balance 2.03% is in physical form. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and for facilitating easy liquidity for shares. The Companys Registrars are Satellite

Corporate Services Pvt Ltd, Unit No 49, Building No 13AB, 2nd Floor, Samhita Commercial Co-Op Society Ltd, Off Andheri Kurla Road, MTNL Lane, Sakinaka, Mumbai -400072.

COMPANYS POLICY ON PROHIBITION AND REDRESSAL OF HARASSMENT OF WOMEN AT WORKPLACE.

Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity and will not tolerate any form of sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013. Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, trainees, temporary) are covered under this policy. The Company did not receive any complaint during the period under review.

THE CHANGE IN THE NATURE OF BUSINESS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arms Length pricing basis, details relating to related party transactions made by the Company in pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed as required by the applicable accounting standards have been made in the Notes to the financial statements and the details of Related Party Transactions have been entered in the Form AOC-2, which is annexed, to this report as ANNEXURE- IV.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below: CONSERVATION OF ENERGY:

With respect to conservation of energy pursuant to rule 8 (3) A of the Companies (Accounts) Rules 2014 -

Sr. No Particulars	Steps/Amount
1. Steps taken or impact on conservation of energy	Nil
2. Steps taken by the company for utilizing alternate sources of energy	Nil
3. Capital investment on energy conservation equipment	Nil

TECHNOLOGY ABSORPTION:

With respect to technology absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules 2014 are not given as the Company has not spent any amount towards technology absorption.

FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Rule 8 (3) C of the Companies (Accounts) Rules.

During the Financial Year 2022-23 the company has no foreign exchange earnings and outgo.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a code of conduct to Regulate, Monitor and Report Trading by Insiders (Insider Trading Code) and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (Code of Fair Disclosure).

The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company, which is not in the public domain, that is to say, insider information.

The code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the need and interest of all the Stakeholders.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The evaluation of Board, Committee(s), and individual Directors was carried out based on a structured questionnaire encompassing parameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc. Further, the details on performance evaluation criteria are provided in the Corporate Governance Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016.

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

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT.

Your company has received notice from Bombay Stock Exchange dated 29^th day of August, 2023 at regarding Suspension of trading in securities of companies for non-compliances with provisions of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. w.e.f 29^th day of September 2023. Further, the company had already filed Appeal to Securities Appellate Tribunal (SAT) for waiver of Standard operating Procedure (SOP) fines levied for Non-compliance with provisions of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY

During the year 2022-2023, the Company has not entered into any agreement which is binding the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) the Companies Act, 2013 and based upon representations from the Management, the Board, to the best of its knowledge and belief, states that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2023, 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 as on March 31, 2023, and of the profit and loss of the company for the financial year ended March 31, 2023;

(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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-2023.

ACKNOWLEDGEMENTS

Your directors place on records their sincere appreciation to the Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government, and Semi-Government agencies for their continued assistance and co-operation extended to the Company and wishes to place on record their appreciation of employees for their hard work, dedication, and commitment.

FOR MUZALI ARTS LIMITED Sd/-

Farheen Mansoorbhai Murtuza Chairman and Managing Director DIN:08965752 Date: - 06.09.2022 Place: - Nagpur

ANNEXURE I

Disclosure of remuneration details required under section 197(12) of the Companies Act, 2013

? Ratio of remuneration of each executive director to the median remuneration of the Employee of the company for the financial year 2022-23, the percentage increase in the remuneration of Chief Executive Director, Chief Financial Officer, Executive Director and Company Secretary during the financial year 2022-23.

Sr. No Name of Director /KMP	Designation	Ratio of remuneration of each director to median remuneration of Employees	Percentage increase in remuneration
1 Farheen Mansoorbhai Murtuza	Managing Director	1:39.27	NIL
2 Lalit Kripashankar Dave	CFO (till 23rd July 2022)	1:7.04	NIL
3 Vishal Jaisingh Ladharam	Independent Director	NA	NIL
4 Avigat Ganeriwala	Independent Director	NA	NIL
5 Mala Brijlal Lalchandani	Independent Director	NA	NIL
6 Lalit Kripashankar Dave	Non Executive Director	NA
6 Ankur Rathi	Chief Financial Officer	NA	NIL
7 Rohit Raghunath Jadhav	Company Secretary	1:3.44	NIL

a) The remuneration of Directors does not include Sitting Fee, Gratuity and retirement benefits.

b) The remuneration of KMP does not include perquisite.

c) Independent Directors are paid only sitting fee which is not included in Remuneration.

* Mr. Vishal Jaisingh Ladharam ceased to be a director w.e.f 19^th June 2023 and Ms. Mala Brijlal Lalchandani ceased to be a director w.e.f.26^th July, 2022.

The percentage increase in the median remuneration of employees in the financial year is NIL

The company has no permanent employees on the rolls of company as on 31/03 2023.

? Relationship between average increase in remuneration and companys performance:

Every year, the salary increase for the Company is decided on the basis of a benchmarking exercise that is undertaken with similar profile organisations. The final salary increases given are a function of Companys market competitiveness in this comparator group as well as overall business affordability. During the year, similar approach was followed to establish the remuneration increases to the Employees Variable compensation is an integral part of our total reward package and is directly linked to an individual performance rating and business performance.

Salary increases during the year was NIL and in line with Companys performance as well as pre-Companys market competitiveness.

? Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

In line with Companys reward philosophy, merit increase and annual bonus pay-outs of its Employees including Key Managerial Personnel are directly linked to individual performance as well as that of the business. Given the superior business performance and the performance rating of the Key Managerial Personnel, appropriate reward by way of merit increase or variable pay have been awarded to the Key managerial Personnel for the current year. This was duly reviewed and approved by the Nomination and Remuneration Committee of the Company.

? Average percentage increase made in the salaries of Employees other than the managerial personnel as well as increase in the managerial personnel remuneration was NIL.

The average increase in every year is an outcome of Companys market competitiveness as against its peer group companies.

? The key parameters for any variable component of remuneration:

Package for all Employees including Executive Directors, Annual Bonus is directly linked to an individual performance rating and business performance. At the start of the year, every Employee (including Executive Directors), have key targets assigned for the year in addition to their job fundamentals. These are drawn from the organisational strategic plan and are then reviewed for consistency and stretch, Business targets are a combination of goals such as Underlying Volume Growth, Underlying Sales Growth, Core Operating Margin etc.

? The ratio of the remuneration of the Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year is not applicable.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

FOR MUZALI ARTS LIMITED

(Formerly known as Welcon International Limited) Sd/-

Farheen Mansoorbhai Murtuza Chairman and Managing Director DIN:08965752 Date: - 06.09.2023 Place: - Nagpur

ANNEXURE II

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH 2023 (Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

THE MEMBERS,

MUZALI ARTS LIMITED,

CIN - L20100MH1995PLC322040

PLOT NO. 3, B-44, NEAR MANAV MANDIR,

KANTOL ROAD, YERLA, NAGPUR, MH - 441501, INDIA.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MUZALI ARTS LIMITED (Formerly known as WELCON INTERNATIONAL LIMITED). (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me with a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the MUZALI ARTS LIMITEDs books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) as may be appropriately applicable for the period under review:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (No incidence during the audit period, hence not applicable);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (No incidence during the audit period, hence not applicable);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (No incidence during the audit period, hence not applicable);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015;

(j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (No incidence during the audit period, hence not applicable);

(vi) I have reviewed the systems and mechanisms established by the Company for ensuring compliances under the other applicable Acts, Rules, Regulations and Guidelines prescribed under various laws which are specifically applicable to the Company and categorized under the following heads/ groups:-

(a) The Factories Act, 1948 and Rules made thereunder;

(b) Labour laws and other incidental laws related to labour and employees appointed by the Company;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued and notified by The Institute of Company Secretaries of India. SS-1 and SS-2 have been complied with by the Company during the Financial Year under review.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

(iii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

Observations:-

1. The Company has made delay of 10 days in filing application for in-principal approval with Bombay Stock exchange for preferential allotment of equity shares.

2. The Company has not filed Consolidated Financial Statement for the Quarter ended 31^st December 2022 and 31^st March 2023 due to non-availability of financial information and existence of management dispute between management of the company and its subsidiary company.

I further report that

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors and Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that

Based on the information provided and the representation made by the Company, in my opinion there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

The compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that during the audit period, there were no specific events/ actions in pursuance of the above referred laws, rules, regulations, guidelines, etc, having major bearing on the Companys affairs.

Sd/-

YUGANDHARA KOTHALKAR

Date: 04/09/2023 PRACTICING COMPANY SECRETARY,

Place: Nagpur Membership No. - F11537

UDIN: F011S37E000923580 CP No. - 10337

To,

THE MEMBERS,

MUZALI ARTS LIMITED,

CIN - L20100MH1995PLC322040

PLOT NO. 3, B-44, NEAR MANAV MANDIR,

KANTOL ROAD, YERLA, NAGPUR, MH - 441501, INDIA.

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial record 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 practices and processes as were appropriate to obtain reasonable assurance 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 the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

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

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

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

Sd/-

Date: 04/09/2023 Place: Nagpur

UDIN: F011S37E000923580

YUGANDHARA KOTHALKAR PRACTICING COMPANY SECRETARY, Membership No. - F11537 CP No. - 10337