Muzali Arts Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the Annual Report together with the Audited
Accounts of the Company for the Financial Year ended 31st March, 2024.

1. FINANCIAL RESULTS:

The Financial Highlights for the year under report are as under:

(Amount in Amount in Rs. )

Particulars	Standalone		Consolidated
	31st March 2024	31st March 2023	31st March 2024	31st March 2023
Total Revenue	61,67,968	1,43,96,018	61,67,968	1,43,96,018
Total Expenses	1,68,62,466	2,26,00,091	1,68,62,466	2,26,00,091
Profit before tax	(1,06,94,499)	(3,27,04,916)	(1,06,94,499)	(3,27,04,916)
Profit after tax	(1,06,94,499)	(3,19,10,903)	(1,06,94,499)	(3,19,10,903)
Total Comprehensive Income for the period	(1,06,94,499)	2,70,82,479	(1,06,94,499)	2,70,82,479

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYS AFFAIRS

During the year under review, your company achieved total revenue from operations of Rs.
61,67,968 (previous year Rs. 1,43,96,018). The loss after tax (including other comprehensive
income) is at Rs. (1,06,94,499) (previous year Rs. 2,70,82,479.

4. SHARE CAPITAL

Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 6,00,00,000 divided in to 6,00,00,000
Equity Shares of Re. 1/- each.

Issued Subscribed, Paid-up Share and Listed Capital:

The Issued Subscribed, Paid-up Share and Listed Capital of the Company is Rs. 5,91,64,667
divided in to 5,91,64,667 Equity Shares of Re. 1/- each.

During the year the is no change in the Authorised Share Capital and Issued Subscribed
and Paid-up Share Capital of the Company.

5. DIVIDEND

The board does not recommend any dividend for the financial year 2023-2024.

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement is part of the Annual Report.

7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

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

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.

9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.

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 is furnished as
Annexure A to Directors Report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY.

The risk management committee compliance is not applicable to the Company.

11. INTERNAL CONTROL SYSTEM

The Companys internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Companys internal control
systems are commensurate with the nature of its business and the size and complexity of its
operations. These are routinely tested and certified by Statutory as well as Internal Auditors
and their significant audit observations and follow up actions thereon are reported to the
Audit Committee.

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

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

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

The particulars of investments made and loans given to subsidiaries has been disclosed in
the financial statements. Also, Company has not given any guarantee during the year under
review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course
of business and are in compliance with the applicable provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large or which warrants the approval of the
shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure B in terms
of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Companys
financial statements (note 24) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the
Companys website at www.muzaliarts.com

15. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act/
Posh Act was enacted by the Government of India in 2013. It is a major step by the GOI for reventing any form of misconduct on the women at workplace. POSH Act is applicable on
each and every Company, workspace, establishment or organisation employing 10 or more
employees whether full time, part time, interns or on contract, irrespective of its nature of
industry of location. Thus it is not applicable to our Company.

16. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for
Annual Return 2023-2024 www.muzaliarts.com

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 15 times during the financial year.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure.

• That the selected accounting policies were 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 on 31st March, 2024, and that of the profit of the
Company for the year ended on that date.

• That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure
C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of
the Report. The Nomination and Remuneration Committee of the Company has affirmed at
its meeting held on 16th February, 2024 that the remuneration is as per the remuneration
policy of the Company.

The policy is available on the Companys website www.muzaliarts.com

21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date the following are the Director and Key Managerial Personnel of The Company.

DIN	Name	Designation
08965751	Mansoorbhai Murtuza	Director & CFO
09221054	Dinkal Manish Doshi	Independent Director
10581203	Naresh Gopani	Non - Executive Non -Independent Director
09629728	Sohan Chaturvedi	Independent Director
09629926	Siddhesh Shankar Shende	Independent Director

During the year the following changes have taken place.

Name of Director KMP	Designation	Event	Date
Ankur Rathi	Chief Financial Officer	Resignation	06-10-2023
Sohan Chaturvedi	Independent Director	Appointment	06-12-2023
Siddhesh Shankar Shende	Independent Director	Appointment	06-12-2023
Nikhil Goyal	Company Secretary and CFO	Appointment	29-12-2023
Lalit Raut	Non-Executive Director	Appointment	29-12-2023
Mansoorbhai Murtuza	Non - Executive Non - Independent Director	Appointment	26-02-2024
Nikhil Goyal	Company Secretary and CFO	Resignation	18-03-2024
Nikhil Goyal	Company Secretary and CFO	Resignation	18-03-2024
Farheen Mansoorbhai Murtuza	Chairman & Managing Director	Resignation	23-03-2024
Dinkal Doshi	Independent Director	Appointment	23-03-2024
Mansoorbhai Murtuza	Cfo	Appointment	23-03-2024
Pallavi Ronit Passwala	Company Secretary and compliance Officer	Appointment	23-03-2024
Naresh Gopani	Non-Executive Non- Independent Director	Appointment	05-04-2024
Lalit Raut	Non-Executive Director	Appointment	09-04-2024
Pallavi Ronit Passwala	Company Secretary and compliance Officer	Resignation	16-10-2024

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy
www.muzaliarts.com for Selection, Appointment and Remuneration of Directors which inter-
alia requires that composition and remuneration is reasonable and sufficient to attract,
retain and motivate Directors, KMP and senior management employees and the Directors
appointed shall be of high integrity with relevant expertise and experience so as to have
diverse Board and the Policy also lays down the positive attributes/ criteria while
recommending the candidature for the appointment as Director

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant SEBI Listing Regulations.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation program aims to provide Independent Directors with the pharmaceutical
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarisation program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes. The policy on Companys familiarisation
program for Independent Directors is posted on Companys website at www.muzaliarts.com

25. STATUTORY AUDITORS

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 onclusion of the 27th Annual General Meeting held on 30th September 2022 till the
conclusion of the 32nd 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 self- explanatory 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.

26. SECRETARIAL AUDITORS

On recommendation of the Audit Committee, the Board of Directors of the Company at its
meeting held on 23rd March 2024 have appointed Nuren Lodaya and Associates, Company
Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the
Financial Year 2023-2024 and to issue Secretarial Audit Report as per the prescribed format
under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further,
the Secretarial Audit issued by Nuren Lodaya and Associates, Company Secretaries for the
financial year 2023-2024 is annexed herewith and forms part of this report as Annexure D.
Secretarial Audit Report is not applicable to the Subsidiary, not being a material subsidiary.

27. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to
the Company. Maintenance of cost records as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 was not applicable for the business activities carried out
by the Company for the FY 2023-2024. Accordingly, such accounts and records are not
made and maintained by the Company for the said period.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

THE FOLLOWING ARE THE REMARK OF THE STATUTORY AUDITORS

• The company has written off Creditor amounting to Rs 15,74,393.30, advance
payment amounting to Rs 11,56,300 & other balance written off amounting to Rs
9,75,000.00, Due to lack of proper documentation for the creditor written-off ,
advances written off & other balance written off raises concerns about the
completeness and accuracy of the accounts payable balance / advances balances
and the adequacy of the companys internal controls over financial reporting.
Without sufficient evidence, we cannot determine whether the write-off is appropriate
and whether the financial statements fairly present the companys financial position
and results of operations.

• As per the financial statement, all the interest income was not recognized during the
period under audit, we requested an explanation from the management regarding
the omission of interest income. However, we did not receive any satisfactory
explanation as to why interest income was not recognized for the entire period. In the
absence of any information regarding the interest receivable to be booked, we are
unable to comment on the impact of this on companys financial position and results
of operations.

• We noted a significant deficiency in the documentation of sales transactions that
occurred in the fourth quarter with no invoice, ewaybill and GST return on record for
verification. The lack of proper documentation for these sales transactions limited
our ability to obtain sufficient appropriate audit evidence to support the accuracy
and completeness of sales revenue recorded in the fourth quarter. This significantly
impacts our assessment of the risk of material misstatement in the financial
statements. Due to this we are unable to comment on whether the financial
statements fairly present the companys financial position and results of operations.

• The Company failed to provide us with the GST reconciliation statement / GST
return for the period under review. These reconciliation / return statement are
crucial for verifying the accuracy and completeness of GST-related entries in the
financial statements. In the absence of the same, we are unable to comment on the
financial position and result of operations.

• Lack of Supporting Documentation for Professional Fees & Employee Benefit Details.
This limitation restricted our ability to verify the accuracy and completeness of
expenses related to professional fees & Employee Benefit Exp. In the absence of the
same, we are unable to comment on the financial position and result of operations.

• The company has not recorded expenses for electricity, warehouse rent, and
employee provident fund contributions. The omission of expenses will result in an
understatement of expenses and an overstatement of net income for the period. In
the absence of the same, we are unable to comment on the financial position and
result of operations.

• As per the financial statement, the total trade receivable outstanding amounts to Rs.
1,83,80,138,41/- and trade payable amounts to Rs. 15,92,102.40/- as on March 31,
2024. We are unable to obtain independent balance confirmations and perform any
alternate procedures. We are unable to comment if any adjustments to the carrying
value of trade receivable and trade payable is required if any.

• As per the financial statement, the total Loan given amounting to Rs 5,08,28,307.00
and loan taken amounting to Rs 24,33,609 as on March 31, 2024. We are unable to
obtain independent balance confirmations and perform any alternate procedures. In
the absence of the same, we are unable to comment on the carrying value of Loan
given.

• Under the Micro, Small and Medium Enterprises Development Act, 2006 certain
disclosures are to be made relating to Micro, Small and Medium Enterprises. The
company has sought relevant information from its suppliers / providers of services
under the Act, and since the relevant information has not been shared with us, we
are unable to comment on the impact if any applicable.

• The amount represented under the head (Cash in hand), we have not been provided
by the management with any appropriate information, explanation and justification
for such a cash balance as well as transactions carried out by the company in cash.
On account of this and in the absence of documentation we are unable to verify and
form an opinion on such cash and cash transactions carried out by the company.

• Secretarial Compliances have not been done by the company since last two financial
year. Also presently there is no compliance officer in the company who can be held
responsible for this. Due to this we are unable to comment on the penal / legal
consequences on the financial position and result on operations.

THE FOLLOWING ARE THE REMARK OF THE SECRETARIAL AUDITORS

> The company had received Notice No. 20230829-55 on 29th August 2023 from BSE
Limited for Suspension of trading in securities of companies for non-compliances
with provisions of certain Regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015;

> The Securities of the Company were suspended by BSE Limited with effect from 27th
March 2024 through Notice No. 20240327-24.

> The Company has filed the Audited Standalone Financial Statements of the
Company for the Financial Year ended 31st March, 2024 on 07th December 2024;

> The following SOP Fines has been levied on the Company

Regulations	Quarter/ Month	Non-Submission / Late submission
SOP-Reg-33	Mar-21	Late submission
SOP-Reg-33	Sep-21	Late submission
SOP-Reg-33	Sep-22	Late submission
SOP-Reg-33	Dec-22	Late submission
SOP-Reg-33	Mar-23	Late submission
SOP-Reg-33	Jun-23	Late submission
Reg-6( 1)	Dec-21	Late submission
Reg-13(1)	Sep-21	Late submission
SOP-Reg-29(2) 29(3)	Jun-21	Late submission
SOP-Reg-29(2) 29(3)	Aug-23	Late submission

29. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements as set out by
Securities and Exchange Board of India. The provision of Corporate Governance is not
applicable to the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure
E.

31. SUBSIDIARY, 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.

The details Statement containing salient features of the financial statement of Subsidiaries
are disclosed in Annexure F. The Consolidated Financial Statement of your Company form
part of this Annual Report. Annual Report of your Company does not contain the Financial
Statements of its Subsidiary. The Subsidiary Companies Audited Accounts are available on
the Companys Website: www.muzaliarts.com.

32. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns.
The Company has also provided direct access to Mr. Mansoorbhai Murtuza on reporting
issues concerning the interests of co-employees and the Company. The Vigil Mechanism
Policy is available at the website of the Company.

33. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.

34. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your
Company has devised a policy containing criteria for evaluating the performance of the
Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial
Personnel, Board and its Committees based on the recommendation of the Nomination &
Remuneration Committee. Feedback was sought by way of a structured questionnaire
covering various aspects of the Boards functioning, such as adequacy of the composition of
the Board and its Committees, Board culture, execution and performance of specific duties,
obligations, and governance. The manner in which the evaluation has been carried out is
explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency in
terms of disclosures, maintaining higher governance standards and updating the
Independent Directors on key topics impacting the Company.

35. 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
STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the
Company occurred during the financial year.

36. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and companys operations in future.

37. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management
Committee. There are currently seven Committees of the Board, as follows:

• Audit Committee:

• Nomination and Remuneration Committee:

• Stakeholders Relationship Committee.

• AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section
177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Audit Committee as on the date of the report comprises of 3 Non-Executive Independent
Directors.

As on date following are the members of the Committee as mentioned below.

Sr. #	Name of Director	Position	Designation
1	Sohan Chaturvedi	Chairperson	Non-Executive Independent Director
2	Siddhesh Shankar Shende	Member	Non-Executive Independent Director
3	Dinkal Manish Doshi	Member	Non-Executive Independent Director

During the year there were in total 4 Audit committee meetings. The Chairperson of Audit
Committee was present in previous AGM held on 29th September 2023 to answer
shareholders queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entitys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4 Reviewing with the management, the quarterly financial statements before submission to
the board for approval;

5 Reviewing and monitoring the auditors independence and performance and effectiveness
of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related
parties.

8 Evaluation of internal financial controls and risk management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors,
adequacy of the internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit
committee

•NOMINATION AND REMUNERATION COMMITTEE

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

The Committee comprises of 3 Non-Executive Independent Directors.

The Following are the members of the Committee as mentioned below.

Sr. #	Name of Director	Position	Designation
1	Sohan Chaturvedi	Chairperson	Non-Executive Independent Director
2	Siddhesh Shankar Shende	Member	Non-Executive Independent Director
3	Dinkal Manish Doshi	Member	Non-Executive Independent Director

The Nomination and Remuneration Committee met on 5 time during the year.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last
Annual General Meeting of the Company held on 29th September 2023.

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board of Directors a policy relating to, the
remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior
management.

The policy on directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters is available
on companys website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by
the Remuneration Committee and then approved by the Board of Directors and
subsequently by the shareholders in general meeting within the limits prescribed in
Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and
Committee Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company
performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committees.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4)
of the Companies Act, 2013 is available at the website of the Company: www.muzaliarts.com
Further, criteria of making payments to non-executive directors, the details of remuneration
paid to all the Directors and the other disclosures required to be made under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 have been published below:

•STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with
Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 3 Non-Executive Independent Directors.

As on date following are the members of the Committee as mentioned below.

Sr. #	Name of Director	Position	Designation
1	Sohan Chaturvedi	Chairperson	Non-Executive Independent Director
2	Siddhesh Shankar Shende	Member	Non-Executive Independent Director
3	Dinkal Manish Doshi	Member	Non-Executive Independent Director

The committee investigates the shareholders and investors grievances that are not settled at
the level of Compliance Officer and helps to expedite the share transfers and related
matters. The Committee periodically reviews the status of stakeholders grievances and
redressal of the same.

The Committee met on 4 time during the year.

The necessary quorum was present for all the meetings. The Chairman of the Committee
was present at the last Annual General Meeting of the Company held on 29th September
2023.

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the Company.]

38. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable. No proceedings against the
Company is initiated or pending 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 - Not Applicable.

39. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed
companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company at www.muzaliarts.com

40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.

41. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are
among the primary determinants of value to the shareholder. The organisational vision is
founded on the principles of good governance and delivering leading-edge products backed
with dependable after sales services. Following the vision your Company is committed to
creating and maximising long-term value for shareholders.

42. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing
the Companys objectives, expectations or forecasts may be forward looking within the
meaning of applicable securities laws and regulations. Actual results may differ materially
from those expressed in the statement. Important factors that could influence the
Companys operation include global and domestic demand and supply conditions affecting
selling prices of raw materials, finished goods, input availability and prices, changes in
government regulations, tax laws, economic developments within and outside the country
and various other factors.

43. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for
the continued co-operation extended by shareholders, employees, customers, banks,
suppliers and other business associates.

	By Order Of The Board
	For Muzali Arts Limited
	Sd/-
	Mr. Mansoorbhai Murtuza
Date: 07th December 2024	Director
Place: Mumbai	Din: 08965751