new markets advisory ltd share price Directors report

To,

The Members of

New Markets Advisory Limited

Your Directors have pleasure in presenting Forty - First Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2023.

Financial Highlights :

(Rs. in Lakhs)

Particulars	2022-23	2021-22
Income from Operations	0	0
Profit/(Loss) before depreciation	(27.28)	(7.70)
Depreciation	0.03	0.05
Profits before Tax	(27.25)	(7.65)
Provision for Income Tax current year	0	0
Excess provision of Tax Written back	0	0.02
Profit/(Loss) after Tax	(27.25)	(7-62)

The net loss during the year is of Rs. 27.25 Lacs as compared to net loss of Rs. 7.62 Lacs in the previous year.

Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve. Dividend:

In view of losses incurred the directors regret their inability to declare the dividend to conserve the resources.

Business Activity:

The Management is considering to make efforts to start corporate consulting, financial management services along with regulatory compliances services. The Company has deployed surplus funds for the time being in securities as investment for the purpose of gains.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual Return for the Financial Year ended March 31, 2023 is available on the website of the Company.

Number of Board Meetings :

During the Financial Year 2022-2023, Nine meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-

Sr. No.	Date of Meeting	Total strength of the Board	No. of Directors Present
1	30-05-2022	5	5
2	12-08-2022	5	5
3	02-09-2022	5	5
4	25-10-2022	4	4
5	02-11-2022	4	3
6	24-12-2022	6	5
7	28-12-2022	6	5
8	11-02-2023	6	5
9	31-03-2023	5	4

Independent Directors Meeting:

During the year under review, Independent Directors met on 14th February, 2023 inter-alia, to discuss:

? Evaluation of the performance of Non-Independent Directors and the Board as whole.

? Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

? Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

Particulars of Loan, Investments Guarantees and Securities under Section 186

Complete details of LIGS covered under section 186 of The Companies Act, 2013 as attached in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

During the year, the Company had entered into contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and out go are NIL.

Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Companys operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Sr Name and Address No.	Designation	Date of Appointment	DIN/PAN
1 Mr. Abdulrahim Allabux . Khan	Non -Executive Director	25.10.2022	05152917
2. Ms. Yukti Arya	Executive Director	24.12.2022	09756881
3* Mrs. Suman Shah	Non -Executive Woman director	30.12.2017	01764668
4. Mr. Yogesh Darji	Non - Executive Independent Director	24.12.2022	06553471
5 Mr. Rajeel Dekate	Non - Executive Independent Director	25.10.2022	08852782
6.** Ms. Madhuri Bohra	Non- Executive Independent Women Director	30.09.2019	07137362
*** Mr. Pradeep Vyas	Company secretary & compliance officer	29.03.2019	CSUPK1798M
8 Ms. Yukti Arya	Executive Director & Chief Financial officer	30.01.2023	APDPA4621F

* Mrs. Suman Shah resigns on 17/08/2023 ** Ms. Madhuri Bohra resigns on 01/04/2023 *** Mr. Pradeep Vyas resigns on 29/03/2023

In accordance with the provisions of the Act and the Articles of Association of the Company Ms. Yukti Arya is liable to retire by rotation and being eligible has offered herself for reappointment.

The Company has received Declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Regulations of the SEBI (LODR), Regulations, 2015.

Changes in the composition of Board of Directors during the year:

Mr. Prakash Shah, Mr. Kishore Jain and Mr. Prateek Chopra were not reappointed in the adjourned Annual General Meeting held on 7^th October,2022 due to disapproval of resolutions by the shareholders and hence ceased to be directors w.e.f. 8^th October,2022.

1) Mr. Abdulrahim Khan (DIN: 05152917) has been appointed as Non Executive Director w.e.f 25.10.2022.

2) Mr. Rajeel Dekate (DIN: 08852782) has been appointed as Non-Executive Independent Director w.e.f 25.10.2022

3) Mr. Yogesh Darji (DIN: 06553471) has been appointed as Non-Executive Independent Director w.e.f 24.12.2022

4) Ms. Yukti Arya (DIN: 09756881) has been appointed as Executive Director & Chief Financial Officer w.e.f 24.12.2022.

5) Mr. Pradeep Vyas has resigned from the post of company Secretary & Compliance Officer w.e.f 29.03.2023.

6) Ms. Madhuri Bohra (DIN: 07137362) has resigned as Non -Executive Independent Women Director w.e.f 01.04.2023.

7) Mrs. Suman Shah (DIN: 01764668) has resigned as Executive Women Director w.e.f 17.08.2023.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014.

Audit Committee

The Audit Committee has been reconstituted as per regulation 18 of SEBI (LODR) regulations, 2015 & Section 177 of Companies Act, 2013 during the year as:

Name of Director	Designation
Mr. Prateek Chopra	Chairman
(upto 7.10.2022)	(Independent Director)
Mr. Rajeel Dekate (w.e.f. 25.10.2022)
Mr. Prakash Shah	Member
(w.e.f 7.10.2022)	(Non-executive Director)
Mr. Abdulrahim Khan (w.e.f. 25.10.2022)
Ms. Madhuri Bohra	Member ( Independent Director)

Nomination & Remuneration Committee

In compliance with section 178 of the Act & regulation 19 of SEBI (LODR) regulations, 2015 the Board has constituted "Nomination and Remuneration Committee as:

Name of Director	Designation
Mr. Prateek Chopra (upto 7.10.2022) Mr. Rajeel Dekate (w.e.f. 25.10.2022)	Chairman (Independent Director)
Mr. Prakash Shah (upto 7.10.2022) Mrs. Suman Shah (w.e.f. 25.10.2022)	Member (Non-executive Director)
Ms. Madhuri Bohra	Member ( Independent Director)

Stakeholders Relationship Committee

In compliance with regulation 20 of SEBI (LODR) regulations, 2015 the Board has constituted during the year as:

Name of Director	Designation
Mr. Prateek Chopra	Chairman
(upto 7.10.2022) Mr. Rajeel Dekate (w.e.f. 25.10.2022)	(Independent Director)
Mr. Prakash Shah	Member
(upto 7.10.2022) Mr. Abdulrahim allabux Khan (w.e.f 25.10.2022)	(Non-executive Director)
Ms. Madhuri Bohra	Member ( Independent Director)

MANAGERIAL REMUNERATION:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial Personnel) 2014 is as follows:

Name of the Director	Amount of remuneration to Directors	Percentage increase(Decrease) in the remuneration
Kishore Jain	480000	14.29%
Abdulrahim Allabux Khan	NIL	-
Yukti Sneh Arya	NIL	-

1. The Independent Directors do not receive any sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director which was disclosed in Annual return.

3. As on 31st March 2023, there were a total of 2 employees on the roll of the Company.

4. It is affirmed that the remuneration is as per the remuneration policy of the company.

A) None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company.

Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2023.

Disclosure on Establishment of a Vigil Mechanism:

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace. Further, no complaints are reported by any employee pertaining to sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014):

No Fraud reported / observed during the financial year 2022-2023.

AUDITORS Statutory Auditors:

The resolution relating to appointment of statutory Auditor for the second term in the Annual General Meeting held on 30th September, 2022 was adjourned and held on 7th October, 2022 was disapproved by the members. Thus the Board of Directors at their meeting held on 25th October, 2022 has considered and approved the Deemed Appointment of M/s Laxmikant Kabra & Co. LLP as Statutory Auditors of the Company, till the appointment of new Statutory Auditor.

The Board of Directors recommends appointment of M/s Suvarna & Katdare, Chartered Accountant (FRN.: 125080W) as Statutory Auditor for the term of 5 years.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Pooja Gandhi & Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure I and forms part of this Report.

The remarks of the Secretarial Auditor are as follows:

1) less than 50% of public holding is in dematerialized form.

2) the Independent Directors of the Company are not registered on IICA, Independent Directors Databank.

3) the website of the Company is under maintenance and so the details could not be verified.

4) The Company has not complied with provisions of Reg 3(5) and Reg 3(6) of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,2015.

The management response for the remarks of the Auditor are as follows:

1) The Company has made request at regular intervals to the shareholders for dematerialization of the shares.

2) The Company has informed the Independent Directors of the Company to get registered on IICA portal as Independent Directors at the earliest.

3) the website of the Company is under maintenance and the Company is the process of updating the same.

4) The Company is taking adequate measures for compliance with the provisions of Reg 3(5) and Reg 3(6) of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 internally.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Stock Exchange:

The Companys equity shares are listed at BSE Limited vide scrip code 508867 and the Annual Listing Fees for the year 2022-2023 has been paid.

Directors Responsibility Statement:

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

a. In the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied 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 at 31st March, 2023.

c. The directors had taken proper and sufficient care 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;

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.

f. The proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

g. 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.

Acknowledgment:

The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support.

Date: 6th September, 2023	For & on behalf of Board of Directors
Place: Mumbai	N e w Markets Advisory Li mited

 

REGISTERED OFFICE
Om Metro Chandrakunj,
Plot No. 51, 2nd Floor,	Sd/-	Sd-
J. P. Road,	ABDULRAHIM ALLABUX KHAN	YUKTI SNEH SURAJ ARYA
Azad Nagar Metro Station,	Director	Director
Next to Sony Mony,	DIN:05152917	DIN:09756881
Andheri (West),
Mumbai- 400058