Reliable Ventures India Ltd Directors Report

YEAR ENDED 31^st MARCH ,2024

Your directors have pleasure in presenting to you their Thirty-First (31st )Annual Report together with the audited statement of accounts of the company for the12 months ‘period ended 31st March 2024

FINANCIALPERFORMANCE:

A summary of the audited financial results for the financial year is brought out here under:

PROFIT AND LOSS ACCOUNT

Operating Years	2023-24	2022-23
Income:
Revenue from operation	239.11	621.54
Other Income	20.60	20.77
Total Income	259.71	642.31
Expenses
Operating expenses before depreciation	356.43	659.72
Depreciation,	84.81	90.04
Total Expenses	441.24	749.76
Profit before comprehensive income	-181.52	-107.44
Less: provision for tax/adjust of tax for earlier years	-28.96	6.28
Profit (loss) before exceptional item and tax	-152.55	-113.72
Add: other comprehensive income	117.41	55.55
Total comprehensive income for the period	-35.143	-58.17
Total equity share capital	1101.29	1101.29
Earnings per Share of Rs.10/-each	-1.39	-1.03

BALANCESHEET

Description	2023-24	2022-23
Total Non-current Assets Net	1965.18	2034.82
current assets	1292.49	1254.83
Capital Employed	3257.67	3289.65
Represented by:
Share capital	1101.29	1101.29
Reserve & Surplus	2019.48	2054.62
Deferred tax liability	111.60	108.44
Loans/borrowings	25.30	25.30
Capital employed	3257.67	3289.65

REVIEW OF OPERATING RESULTS:

Your company belongs to the category of Hospitality/ Hotel Industry and was operating on the leased hold land. The lease deed had expired in July, 2022 and, therefore, the hotel remained partly functional on rental arrangement basis with the lessor for part of the financial year under report which culminated into fillowing financial performance

1. Total overall revenue generated was Rs.. 259.71 lacs

2. The room occupancy remained nil during the year .

3. Food and beverage income earned was Rs. 239.11 lacs.

The Management is in consultation with some Advesary Services trying to set up new business avenues.

The Management Discussion and Analysis forms a part of this report and covers amongst other matters,the performance of the Company during the Financial Year 2023-24 as well as the future outlook.

DIVIDEND:

Keeping in view the aforesaid performance of the unit, like previous years your directors did not find it worthwhile to declare any dividend for this year too.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems established and maintained by the Company,thework performed by the Board committees, the Board is of the opinion that the Companys internal financial controlswere adequate and effective during the financial year under report. Accordingly, in term of provisions contained underSection 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge andability,confirmthat:-

a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no materialdepartures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of theFinancialYearandoftheprofitoftheCompanyfortheyear;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a"going concern"basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operatinge ffectively;and

f) The Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that suchs ystems were adequate and operatinge effectively.

CORPORATE GOVERNANCE REPORT

The Company is committed to the high standards of corporate ethics, professionalism and transparency. Exactly half of the Board of the Company is comprised of independent Directors. The Company is in compliance with the governance requirements provided under the Companies Act, 2013 and listing regulations. The company has in place all the Committees required under the applicable law.

As required by Regulations of the Listing Regulations, A report on the Corporate Governance for the financial year 2023-2024 alongwith certificate of Auditors on Corporate Governance is annexed farming part of this report.

COMPLIANCE UNDER COMPANIES ACT, 2013.

Pursuant to section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, your Company has complied with the requirements and thedetails of the compliances under the Act are enumerated below:

NOS OF MEETING OF THE BOARD:

During the financial year under report,your Board of Directors met for five (4) times without allowing a gap of 120 days between any two such meetings.The details of which can be seen in the annexed Corporate Governance Report.

SHARECAPITAL

During the period under report the authorized equity share capital was 2500 Lacs divided into 250 lacs equity shares ofRs. 10/-each and issued and paidup share capital wasRs. 1101.29 lacs. As tabulated hereunder:

Categoryofshareholders	No.ofshares held	%agetototalshare capital	No. of holders
Promoters,friends,relatives and persons in concert	5956441	54.09	15
Non-resident Indians	1003516	9.11	43
Indian general public	4052943	36.80	4116
Total	11012900	100.00	4174

LISTING:

The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and its security code is 532124and the company has paid the prescribed listing fee to the BSE.

BOARD OF DIRECTORS:

(a) Constitution

In the matter of constitution of the Board of Directors, the provisions contained under the section149 and section 152 ofthe Companies Act, 2013, have been observed. Other details of Board of Directors can be seen in the Corporate Governance part to this report

The Board of Directors of the Company comprised of a total 5 (five) directors and ratio of category of non-executive independent and executive director has been 60:40

(b) Retirement by rotation:

Ms. Sanober Bano, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for her re-appointment. The Board of Directors recommend re-appointment of Ms. Sanober Bano, as a Directoron the Board.

In term of Section 149(7) of the Companies Act, 2013, all the three independent Directors of the Company have given requisite declarations that they continue to meet the criteria of independence and your board is also of the opinion thatall ofthemmeet the independencecriteria.

Other details about the Board can be seen in the Corporate Governance Report that forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Although your company does not satisfy the criteria of net worth and turnover required for attracting the provisions of corporate responsibility contained under Section 135, of the Companies Act, 2013, and, therefore, it need not to go for constitution of committee for Corporate Social Responsibilities and fulfill other requirements of the law on the subject,it still recognizes the need to minimize the impact of operation of its only hotel unit on environment. The hotel unit ofthe Company maintains large gardens in -and -around all its properties. The Company has made substantial investment for improving energy efficiencies and fresh water management in its only hotel property.

AUDIT COMMITTEE

Interms of Section 177 of the Companies Act,2013, your Company has an Audit Committee constituted of the following

Directors:

(a) Mr .Ranjay K.Dawar,Non-executive Independent Director-Chairman

(b) Mr.Panchena Gopinath, Non-executive Independent Director,Member

(c) Mr.Siva Ramakrishna Guntupalli Ramakrishna ,Non-Executive Independent Director.

All the members of the committee arefinancially literate within the meaning of explanation under regulation18(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations") other details can be seen in the report on corporate governance

CONSERVATION OF ENERGY:

Although the operations of the company did not involve any manufacturing and processing activities and the provisions contained under Section 134 dealing with conservation of energy are not squarely applicable to it, being conscious of conservation of energy, the company had taken following steps in conservation of electric energy:

1. Installation of LED lights in lobby, public areas and corridors in placeof CFL lights.

2. Improving power factor and reducing line losses by installing suitable capacitor

FOREIGN EXCHANGE EARNING:

During the financial year 2023-24 and like last year, the company could not earn any foreign exchange gain at all.

AUDITORS:

At the 28^th Annual General Meeting of the Compnay held on 29^th day of Sept. 2021, M/s. Parekh Shah &Lodha, a Mumbai base firm of Chartered Accountants holding firm registration No. 10748 W had been re-appointed as statutory auditors of the Company for a period of 5 years to hold the office as such till conclusion of the 32 AGM of the Company .Accordingly the said firm continues to hold the office as such.

SECRETARIALAUDIT:

Secretarial Audit of listed Share Capital:

Pursuant to provisions under Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,the Board of Directors of the Company hadappointed M/s.Baldev Dudea & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial yearended March 31, 2024. The secretarial audit report submitted by the auditors does not contain any qualification,reservationoradverseremarks.

The said secretarial Auditors also carried out the job of reconciling the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued /paidup capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL

As of the end of March 31, 2024, shares comprising approximately

9369200 being around 85.07 % of the Companys Equity Share Capital have been dematerialized The Secretarial Audit Reportis attached as Annexure-A to this report.

RELATED PARTY TRANSACTIONS:

No material contract has been entered into by the Company with related parties and none of the contract or transactions with related parties fall within the purview of section188(1) of the Act and therefore notransactions are reported in form no.AOC-2 interm of Section 134of the Act read withRule 8 of the Companies (Accounts) Rules 2014.

Other transactions with related parties are entered into an arms length basis details of which are set out Under Note No 29 to standalone financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management andAdministration) Rules 2014, the extract of annual return in prescribed form MGT-9 is annexed as Annexure-B to thisreport.

DEPOSITS:

During the period under report, the Company did not accept any deposits from public.

VIGIL MECHANISM

In Accordance With the section177(9) of the Companies Act 2013 and rules framed there-under read with Regulations 22 of the Listing Regulations, the Company has a Whistleblower Policy for its directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The policy provides for protected disclosures that can be made by a whistle blower to the Chairperson of audit committee. The policy is accessible on the website of the hotel undertaking www.noorussabahpalace.co.in. During the financial year under report no complain under mechanism is received.

BOARD MEETINGS

During the financial year 2023-24 the Board of Directors met for_Four (4) Times without allowing a period of 120 days between the two consecutive meetings, the details of which can be seen under the head of "Corporate Governance" ofthereport.

SUBSIDIARYCOMPANIES:

The Company does not have any subsidiary and associates and therefore it has nothing to reportin respect thereof

HOLDING COMPANY:

Reliable Ventures India Limited is its ultimate holding company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 ofthe Companies Act,2013 are as follows:

1. Mr. Sikandar HafizKhan, Chairman andManagingDirector

2. Mr.SSRaghuwanshi, Company Secretaryandcomplianceofficer.

PARTICULARS OF EMPLOYEES:

Disclosure under Section 197 read withrule 5(1)of the Companies Act,2013 read with Companies (Appointment and Remuneration of managerial Personnel) Rules 2014,is given in the attached annexure"C" to this report

During the period under report, the company does not have anyemployees on its roll that was employed throughout theyear and was in receipt of remuneration aggregating to Rs.1.02 crores lacs or more or was employed to part of the year andwas in receipt of remuneration aggregating to Rs. 8.50 lacs per month. Hence information under Section 197(12) of theAct, read with Rule 5(2) of the Companies (Appointment and Remuneration and Managerial Personnel) Rules 2014 isnil

PARTICULARS OF LOAN AND GUARANTEE

During the period under report, and till date the Company has not given any loans, guarantees and made investment.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS

The Companys policy on directors appointment and remuneration and other matters provided under Sect ion 178(3) of the Act has been disclosed in the Corporate Governance Reportthatforms partofthe DirectorsReport.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company has an Internal Control System tailored to size and the nature of its operations aimed at providingreasonable

Do,TO i

assurance respecting recording and providing reliable financial and operational information, complying withapplicable laws, safeguarding assets from unauthorized use, executing transactions under proper authorization andcomplianceofinternalpolicies.

The system is manned by a full time accountant and IT experts. The Audit committee deliberates with the members of the management,and statutory auditors of the company as to the appropriateness of the system lay downand carry out need- based review thereof to conform to the requirements of the Company satisfies itself of the adequacy andeffectiveness of the system .The Committee also keeps the board of directors informed accordingly., Your board is of view the control system is effective and optimum

RISK MANAGEMENT:

The Board of the Company has approved the Risk Management Policy in its meeting held on 2^nd February,

2015 and also formed a Risk Management Committee (RMC) to implement and monitor the risk management plan fortheCompany.

BOARD EVALUATIONS

The performance of the Board as a whole, its independent, executive and none executive directors has been carried out in term and based on criteria specified in the formal Performance Evaluation policy approved by the Board. The details in the matter of evaluation criteria, process etc.is given in the Corporate Governance part of this report.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy has been put inplace.

A structured questionnaire covering various aspects of the Boards functioning, Board culture, performance of specificdutie s by Directors and contribution to the Board proceedings was circulated to the members of the Board... Based on the responses received,the Board as a whole,the Committees,the Chair person and individual Directors were separately evaluated in the separate meeting of the Independent Directors and at theMeeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertakenin a separate meeting of Independent Directors without the attendance of Non- Independent Directors and members ofthemanagement.

At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors,Non-executive Directors and Independent Directors. The meeting also assessed the quality ,quantity and timeliness of the flow of information required for the Board to perform its duties properly. The entire Board of Directors, excluding the Director being evaluated,e valuated the performance of each Independent Director.TheDirectorshaveexpressed theirsatisfaction withthe evaluation process.

DETAILS OF MATERIAL ORDERS ETC.IN TERMS OF SECTION 134(q) READ WITH COMPANIES (ACCOUNTS) RULES, 2014.

During the financial year under report, there are no significant or material orders passed by regulator, court or tribunal impacting the going concern status of the Company or its future operations.

INTERNAL COMPLAINTS COMMITTEE;

The company has an internal complaint committee under the Sexual Harassment of Women At Work place (Prevention, Prohibition and Redressal) Act, 2013 for prevention and redressal of complaints of sexual harassment and for matters concerned,connected or incidental thereto.

During the financial year under report, the company did not receive any complaint at all from any person connected totheCompany.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees of the company for their commitment, dedication and co-operation

.Byorder of theBoard

SD/-

SIKANDAR HAFIZKHAN

Chairman & Mg. Director Bhopal:02-09-2024