Solitaire Investments Company Ltd Directors Report

To,

The Members,

SOLITAIRE INVESTMENTS COMPANY LIMITED

Office No. 1, Building No. 7,

Dwarka CHSL, Near old BMC Office,

Sliastri Nagar, Goregaon West,

Mumbai-400 1C4.

Your Directors are pleased to present their Directors Report together with the Audited Financial

Statements for the year ended March 3 1,2022.

1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)}

In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS: (Section 134)

The Board of Directors duly met 5 times during the year.

3. DIRECTORS REPSONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and Loss of the Company for the that period:

iii) The Directors have 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;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors in case of listed company have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating e¹*^-1

4. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE QUALIFICATIONS:

(A) Statutory Auditors

Sanjay B. Sharma & Co. Chartered Accountants who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting of the Company relating to the financial ended 2021-2022 be and are hereby appointed subject o ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Aud tors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members.

(B) Reply to Statutory Auditors Qualification:

There are no Qualifications in the Auditors report for the financial year ended March 3 1,2022

(C) Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2021-22 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

5. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186)

The Company has not given any loan or guarantee or security or made any investment during the financial year.

6. RELATED PARTIES TRANSACTION

There are no related party transactions of the company during the financial year 2021-22.

7. FINANCIAL RESULTS

(Amount in Rupees)

Particulars	Current year	Previous Year
	2022	2021
Income Earned During the year	462642	428566
Profit before Taxes & Other adjustments	-9317	41365
Add prior period income	0	0
Profit before Taxes	-9317	41365
Less Current Tax	0	0
Profit for the period	-9317	41365
Profits carried forward from previous year	-9317	41365
Less proposed Dividend	0	0
Less Dividend Distribution Tax	0	0
Profits c/f to Balance Sheet	-9317	41365

9. RESERVES:

The Company proposes to carry loss of Rs. 818227/-to the profit & loss surplus account in Balance Sheet. All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

10. DIVIDEND:

The Board of Directors have not recommended dividend for the year under review.

11. MATERIAL CHANGES AND COMMITMENTS BETWEEN TIIE DATE OF THE

BALANC ESHEET AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company as both are approved and signed on the same day.

12. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy: NA

(B) Technology absorption: NA

(C) Foreign exchange earnings and Outgo: NIL

13. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

Mr. Avinash Varadkar holding DIN 08212614 appointed as Director on 21^s August, 2018 and Mr. Vinod Sureka Hoding DIN 02008568 resigned from the Board on 22^nd August, 2018.

B) Declaration by an Independent Director(s) (Section 134) -Annexure-II

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 Clause 49 of the Listing Agreement with the Stock Exchanges.

C) Annual Evaluation of the Board Members

The Company has devised a Policy for performance evaluation of Independent Directors. Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

14. AUDIT COMMITTEE {Section 177 (8)}:

The Audit Committee was formed during the year; Mr. Sanjay Kacha is the Chairman of Audit Committee. The Composition of the Audit Committee is as under:

Mr.Sanjay Kacha

Mr.AnkurBhinda

Mr, Avinash Varadkar

The broad terms and reference of Audit Committee are to review the financial statements before submission to Board, to review reports of the Auditors and Internal Audit department and to review the weaknesses in internal controls, if any, reported by Internal and Statutory Auditors etc. In addition, the powers and role of the Audit Committee are as laid down under Regulation 1 8 of the SEBI (LODR) 2015 and Section 177 of the Companies Act, 2013.

The Audit Committee invites such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at its meetings. The Statutory Auditors are also invited to the meetings.

15. NOMINATION AND REMUNERATION COMMITTEE AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: {Section 178 (3) and 178 (4)}

The Remuneration Committee was constituted during the year. Mr. Sanjay Kacha is the Chairman of Remuneration Committee. The Constitution of the Committee is as given below:

Mr. Sanjay Kacha

Mr. Ankur Bhinda

Mr. Avinash Varadkar

The terms of reference of the Remuneration Committee are as follows:

1) To determine on behalf of the Board and on behalf of the Shareholders the Companys policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment.

2) Such other matters as from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The details of the remuneration paid to executive director are disclosed in the related party transactions in the notes to accounts section of the report.

16. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, following there are no risks which would threaten the existence of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Companys net worth does not exceed Rs. 500 crores or Companys turnover does not exceed Rs. 1000 crores or the Companys net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

18. FORMAL ANNUAL EVALUATION:

The Board approved the evaluation results as collated by the nomination and remuneration Company.

19. REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT {Section 131 (1)}

The company has not made any modification or alteration in its Financial Statement I Board Report in respect of last three financial years.

20. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND

THERULES MADE THEREUNDER:

The Company is not paying any remuneration to its directors; no disclosures are to be made in this regard.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY TIIE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYSOPERATIONS IN FUTURE:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

22. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

23. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,ASSOCIATES AND JOINT VENTURE COMPANIES: Not Applicable

For and on Behalf of the Board
SOLITAIRE INVESTMENTS COMPANY LTD
Avinash varadkar	Sanjay Kacha
(DIN: 08212614)	(DIN: 03168068)
Place: Mumbai
Date: 07th September, 21)22.