Vani Commercials Ltd Directors Report

The Members of

Vani Commercials Limited

Your Directors have pleasure in presenting the 37^th Directors Report of your Company together with the Audited Financial Statements along with Auditors Report for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

(a) Financial Highlight

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Total Income	315	215	315	-
Total Expenses	(255)	(233)	(255)	-
Profit (Loss) before tax	60	(18)	60	-
Current Tax	16	7	16	-
Provision for Standard	12		12	-
Assets		5
Deferred Tax	-	-	-	-
Provision for Statutory	9	-	9	-
Reserve
Profit/(Loss) after Tax	24	(30)	24	-
Net Profit Transferred to Reserves	-	-	-	-
Earnings per share				-
Basic	0.28	(0.25)	0.28
Diluted	0.28	(0.35)	0.28

(i) Highlights of the Companys Performance (Standalone) for the year ended 31^st March, 2024 are as under:

During the year under review, your Company recorded Total Standalone Revenue of Rs. 315/- Lakhs (previous year Rs. 215/- Lakhs). The Company recorded a Net Profit of Rs. 24 Lakhs during the Financial Year ended 31st March, 2024 as against Net Loss of Rs. 30/- Lakhs in the previous year. Further, as the Company is a Non-Deposit Accepting NBFC, it made provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

(ii) Highlights of the Companys Performance (Consolidated) for the year ended 31st March, 2024 are as under:

During the year under review, your Company recorded Total Consolidated of Rs. 315/- Lakhs. The Company recorded a Net Profit of Rs. 24/- Lakhs during the Financial Year ended 31st March, 2024. Further, as the Company is a Non-Deposit Accepting NBFC, it made provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

The Company has SILVERLINK FINTECH PRIVATE LIMITED as its subsidiary company w.e.f. 23rd February, 2024.

(b) Capital Structure

The Authorized Share Capital as at 31^st March, 2024 stood at 13,05,00,000/- (Rupees Thirteen Crore Five Lakh Only) divided into 13050000 (One Crore Thirty Lakh Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity Share Capital as at 31^st March, 2024 stood at 11,74,06,200 /- (Rupees Eleven Crore Seventy Four Lakh Six Thousand Two Hundred Only) divided into 11740620 (One Crore Seventeen Lakh Forty Thousand Six Hundred Twenty) equity shares of Rs. 10/- (Rupees Ten Only) each. During the year under review, no changes have been reported in the authorized and paid up share capital of the company.

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the Companies Act, 2013

For the Financial Year ended 31^st March, 2024, the Company has not proposed to carry any amount to the General Reserve Account.

(d) Transfer to Statutory Reserves

For the financial year ended 31^st March, 2024, the Company has earned meager profits and has transferred 25% of Net Profit to Statutory Reserve Account as required under the provisions of Section 45-IC of RBI Act, 1934.

(e) Dividend

The Board does not recommend any dividend, due to meager profit in the Financial Year 2023-24.

(f) Loans

The Company has not taken unsecured loans from its director(s) in the Financial Year 2023-24 in its ordinary course of business.

(g) Material Changes and Commitments

During the year, there were no material changes and commitments undertaken by the Company.

2. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013 and under provision of Section 45-IA of the RBI Act, 1934.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there is no change in the nature of the business of the Company.

4. FUTURE OUTLOOK

Your Company is very well positioned to take advantage of ever increasing demand for the personal loans, business loans, education loans, loan against property, residential and commercial loan. So in this way, your Directors are hopeful to achieve better results in the coming years.

Further the company has started digital platform for granting loan facility to eligible borrowers which are in progress till date of report. So that the Company can maintain quality and many other benefit from various angle.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES IN BOARD OF DIRECTORS

During the Financial Year ended 31^st March, 2024, the following changes were made in Board of Directors of Company:

• Mr. Naresh Kumar Mansharamani (DIN: 07160387) tendered his resignation from the post of Non-Executive Independent Director w.e.f. 1^st April, 2023. Further, he has also confirmed in his resignation letter that there was no other material reasons for his resignation other than those mentioned in his resignation letter.

• Mr. Manoj Kumar Pahwa (DIN: 00398839) tendered his resignation from the post of Non-Executive Independent Director w.e.f. 21^st July, 2023. Further, he has also confirmed in his resignation letter that there was no other material reasons for his resignation other than those mentioned in his resignation letter.

• Mr. Harish Kumar Sahdev (DIN: 09651019) was appointed as an Additional Director categorizes as Independent Director of the Company w.e.f. 14^th August, 2023 on recommendations received from the Nomination and Remuneration Committee.

• Mr. Yugraj Singh (DIN: 09745031) was appointed as an Additional Director and categorizes as Non-Executive Director of the Company w.e.f. 14^th August, 2023 on recommendations received from the Nomination and Remuneration Committee.

The appointments of Mr. Harish Kumar Sahdev and Mr. Yugraj Singh was regularized by the shareholders in their Annual General Meeting held on Saturday, 23^rd September, 2023.

• The appointment of Mr. Rohit Gupta (DIN: 10041733) has been regularized by the shareholders in their Annual General Meeting held on Saturday, 23^rd September, 2023.

• The terms of appointment of Mrs. Binal Jenish Shah (DIN: 09371388) were changed from Non-Rotational to Rotational Director of the company in the Annual General Meeting held on 23^rd September, 2023.

• Mr. Rohit Gupta (DIN: 10041733) has resigned from the post of Non-Executive Independent Director w.e.f. closure of business hours on 24^th January, 2024. Further, he has also confirmed in his resignation letter that there was no other material reasons for his resignation other than those mentioned in his resignation letter.

• Mr. Shubham Arora (DIN: 08457037) was appointed as an Additional Director (in Independent Capacity) of the Company w.e.f. 23^rd February, 2024 on recommendations received from the Nomination and Remuneration Committee.

• Mr. Yugraj Singh (DIN: 09745031) has resigned from the post of Non-Executive Non-Independent Director w.e.f. 24^th February, 2024.

After the closure of the financial year 2023-24, the following changes has been occurred:

• Mr. Harish Kumar Sahdev (DIN: 09651019) has resigned from the post of Non-Executive Independent Director w.e.f. 1^st April, 2024. Further, he has also confirmed in his resignation letter that there was no other material reasons for his resignation other than those mentioned in his resignation letter.

• Mr. Pranay Kumar Tayal (DIN: 10649067) was appointed as Additional Director categorized as Independent Director of the Company w.e.f. 30^th May, 2024 on recommendations received from the Nomination and Remuneration Committee.

• The designation of Mrs. Binal Jenish Shah (DIN: 09371388) was changed from Whole-Time Director (Executive) to Non-Executive Non-Independent Director by the Board at its meeting held on 10^th August, 2024, subject to approval by the members of the Company at the ensuing General meeting.

Therefore, as on the date of this report, the Board consists of the following Directors:

S. No.	Name	DIN	Designation
1.	Mr. Vishal Abrol	06938389	Managing Director
2.	Mrs. Binal Jenish Shah	09371388	Non-Executive Non-Independent Director
3.	Mr. Shubham Arora	08457037	Non-Executive Independent Director
4.	Mr. Pranay Kumar Tayal	10649067	Non-Executive Independent Director

CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Pitambar Mohan tendered his resignation from the position of Chief Financial Officer of the Company w.e.f. 14^th April, 2023.

Ms. Tejasvi was appointed as the Chief Financial Officer of the Company w.e.f. 14^th October, 2023.

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, every year 1/3^rd of the Directors are required to retire by rotation at the AGM of the Company.

In the Notice of 37^th AGM of the Company, it has been has mentioned that Mr. Vishal Abrol, Managing Director of the Company shall be retiring by rotation and being eligible, offers himself for re-appointment.

(C) MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met one time during the year where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(D) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

A declaration from the Independent Directors (at the time of their appointment) has been received by the Company confirming that he meets the criteria of Independence in accordance with Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Further, it is pertinent to note that the name of the Independent Directors has been included in the Databank of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the website of the Company at : https://vanicommercials.com/wp- content/uploads/2024/08/ID-PROGRAM VANI.pdf

(F) KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Vishal Abrol, Managing Director, Ms. Ishita Agarwal, Company Secretary and Compliance Officer and Ms. Tejasvi, Chief Financial Officer.

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than the Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(H) REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as ANNEXURE-I to this Report.

(I) BOARD EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

6. NUMBER OF BOARD MEETINGS

During the year ended 31^st March, 2024, 09 (Nine) meetings of the Board were held on 30^th May, 2023, 2^nd June, 2023, 14^th August, 2023, 23^rd August, 2023, 24^th August, 2023, 14^th October, 2023, 8^th November, 2023, 14^th February, 2024 and 23^rd February, 2024 respectively.

It is pertinent to note that the meeting of Board of Directors was scheduled to be held on 23rd August, 2023 however due to some urgency the meeting was adjourned to next day i:e 24th August, 2023.

7. BOARD COMMITTEES AND MEETINGS

Presently, the Company has 3 (Three) Board Committees with the following members

Audit Committee	Mr. Pranay Kumar Tayal	Chairperson
	Mr. Shubham Arora	Member
	Mr. Vishal Abrol	Member
Nomination and Remuneration Committee	Mr. Shubham Arora	Chairperson
	Mr. Pranay Kumar Tayal	Member
	Mr. Vishal Abrol	Member
	Mrs. Bina 1 Jenish Shah	Member
Stakeholders Relationship Committee	Mr. Shubham Arora	Chairperson
	Mr. Pranay Kumar Tayal	Member
	Mr. Vishal Abrol	Member

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2024, 7(Seven) meetings of the Committee were held on 30^th May, 2023, 2^nd June, 2023, 14^th August, 2023, 23^rd August, 2023, 8^th November, 2023, 14^th February, 2024 and 23^rd February, 2024 respectively.

THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31^st March, 2024, 4 (Four) meetings of the Nomination and Remuneration Committee were held which are as follows: 14^th August, 2023, 23^rd August, 2023, 14^th October, 2023, 23^rd February, 2024 respectively.

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31^st March, 2024, 3 (Three) meetings of Stakeholders Relationship Committee were held which are as follows: 18^th September, 2023, 8^th November, 2023 and 23^rd February, 2024 respectively.

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2023-24

S. No.	Date of Meeting	Type of Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended	% of attendance
1	30th May, 2023	BM	4	4	100
2	2nd Jun e, 2023	BM	4	4	100
3	14th A ugust, 2023	BM	5	5	100
4	23rd Au gust, 2023	BM	5	5	100
5	24th Au gust, 2023	BM	5	5	100
6	14th October, 2023	BM	5	5	100
7	8th November, 2023	BM	5	5	100
8	14th February, 2024	BM	4	4	100
9	23rd February, 2024	BM	4	4	100

It is pertinent to note that the meeting of Board of Directors was scheduled to be held on 23rd August, 2023 however due to some urgency the meeting was adjourned to next day i:e 24th August, 2023.

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2023-24

S. No.	Date of Meeting	Type of Meeting	Total Number of Members entitled to attend Committee meeting	Number of directors Attended	% of attendance
1	30th May, 2023	AC	3	3	100
2	2nd June, 2023	AC	3	3	100
3	14th August, 2023	AC	3	3	100
4	23rd August, 2023	AC	3	3	100
5	8th November, 2023	AC	3	3	100
6	14th February, 2024	AC	3	3	100
7	23rd February, 2024	AC	3	3	100
8	14th August, 2023	NRC	3	3	100
9	23rd Augu st, 2023	NRC	3	3	100
10	14th October, 2023	NRC	3	3	100
11	23rd Fe bruary, 2024	NRC	3	3	100
12	18th September, 2023	SRC	3	3	100
13	8th November, 2023	SRC	3	3	100
14	23rd Fe bruary, 2024	SRC	3	3	100

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper explanation relating to material departures, if any;

ii) they 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 that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at 31^st March, 2024 the Company has SILVERLINK FINTECH PRIVATE LIMITED as its subsidiary company w.e.f 23^rd February, 2024. Further, there was no associate or joint venture company(s) during the reporting period. Hence, Form AOC-1 is applicable. The salient feature of the financials of the subsidiary company are attached herewith and marked as Annexure-II.

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE Limited and listing fee for the financial year 2024-25 has been duly paid.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE661Q01017.

12. DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS

No Investor complaints were received and resolved during the year under review. The pending complaints of the Shareholders / Investors registered with SEBI at the end of the current financial year ended on 31^st March, 2024 are NIL.

There were no pending requests for share transfer / dematerialization of shares as of 31^st March, 2024.

13. REPORT ON CORPORATE GOVERNANCE

The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to Company,thus the Corporate Governance Report, enclosed as ANNEXURE- III forms part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2023-24, the Net Worth, Turnover and the Net Profit of the Company were below prescribed limit therefore provisions of Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial year. Disclosures 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 are as follows:

• The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023-24:

S. No.	Name	Designation	Ratio
1	Mr. Vishal Abrol	Managing Director	2.4
2	Mrs. Binal J enish Shah	Whole-Time Director*	0.40
3	Mr. Rohit Gupta	Director	NIL
4	Mr. Harish Ku mar Sahdev	Director	NIL
5	Mr. Manoj Kumar Pahwa	Director	NIL
6	Mr. Shub ham Arora	Director	NIL
7	Ms. Ish ita Agarwal	Company Secretary	1
8	Mr. Pitam bar Mohan	Chief Financial Officer	NIL
9	M s. Tejasvi	Chief Financial Officer	NIL

* The designation of Mrs. Binal Jenish Shah was changed from Executive Director to Non-Executive Director of the Company w.e.f. 10^th August, 2024, subject to the approval of the shareholder of the Company in the ensuing General meeting of the Company.

• Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2023-24:

S. No.	Name	Designation	% Increase
1	Mr. Vishal Abrol	Managing Director	Nil
2	Mrs. Binal Jenish Shah	Whole-Time Director*	Nil
3	Mr. Rohit Gupta	Director	Nil
4	Mr. Harish Kumar Sahdev	Director	Nil
5	Mr. Manoj K umar Pahwa	Director	Nil
6	Mr. Shu bham Arora	Director	Nil
7	Ms. Ishita Agarwal	Company Secretary	Nil
8	Mr. Pitambar Mohan	Chief Financial Officer	Nil
9	Ms. Tejasvi	Chief Financial Officer	Nil

• The designation of Mrs. Binal Jenish Shah was changed from Executive Director to Non-Executive Director of the Company w.e.f. 10^th August, 2024, subject to the approval of the shareholder of the Company in the ensuing General meeting of the Company.

• Number of permanent employees on rolls of the Company as on 31^st March, 2024: 18 (Eighteen )

• Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified under sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the company and accordingly accounts and records are not maintained as per the provisions of this Section.

17. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.

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

Since, there was no unpaid/unclaimed dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

19. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of INR 10/- (Rupees Ten Only) each.

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year under review such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is a Non-Deposit Accepting Non-Banking Finance Company, registered with the Reserve Bank of India, thus the provisions of the Section 186 of the Companies Act, 2013 do not apply to the Company.

22. RELATED PARTY TRANSACTIONS

During the year ended 31^st March, 2024, the Company has not entered into any Related Party Transactions. Hence, the Form AOC-2 is Not Required to be attached with the report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at weblink: https://vanicommercials.com/wp- content/uploads/2023/02/VANI RPT-POLICY 2023.pdf

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNALS

During the year under review, no significant and material orders passed by the regulators/ courts / tribunals.

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

No amount for payment towards principal and interest was pending towards Micro, Small and Medium Enterprises as on 31^st March, 2024.

25. STATUTORY AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s MKRJ & Co., Chartered Accountants, appointed as Statutory Auditors of the Company from the conclusion of the 35th Annual General Meeting held on 9^th July, 2022 till the conclusion of the AGM of the Company to be held in 2027.

The comments made by the Auditors in their Report are self explanatory and do not call for any further comments. The Auditors

Report does not contain any qualification, reservation or adverse remark.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-IV forming a part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION- FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof:

Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2023-24.

Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL

28. TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

(II) No technology was/were imported during the last 3 years reckoned from the beginning of the Financial year.

(III) Expenditure incurred on research and development - NIL

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the financial year.

30. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anuradha Malik (M.No: A60626; CoP: 27205), Practicing Company Secretary as the Secretarial Auditor of the Company for the Financial Year 2023-2024. The Secretarial Audit Report given by Ms. Anuradha Malik, Practicing Company Secretary is provided under ANNEXURE- V to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

31. COMPLIANCE WITH SECRETARIAL STANDARD

The Board of directors states that the company has complied with the provisions of the applicable Secretarial standards issued by the Institute of Company Secretaries of India, as amended from time to time.

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^st March, 2023 is available on the website of the Company which can be accessed by clicking on: https://vanicommercials.com/https-www-vanicommercials-com- page id11/

33. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the Whistle Blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at web link: https://vanicommercials.com/wp-content/uploads/2023/02/WHISTLE-BLOWER- POLICY AMENDED.pdf

34. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

35. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. A declaration signed by the Companys Managing Director for the Compliance of these requirements is furnished in ANNEXURE- VI forming part of the Annual Report.

36. MANAGING DIRECTOR & CFO CERTIFICATION:

The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate on Financial Results while placing the Annual financial results before the board in terms of Regulation 33 of SEBI (LODR) Regulations, 2015 and same is published in this report as ANNEXURE-VII

37. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all level.

38. FRAUD REPORTED UNDER SECTION 143 OF THE COMPANIES ACT, 2013

No frauds were reported under Section 143 of the Companies Act, 2013 during the financial year 2023-24.

39. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a. Issue of equity shares and differential rights as to dividend, voting or otherwise.

b. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No CIRP process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC):.

41. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of Board of Directors For Vani Commercials Limited

Date: 30th August, 2024	Sd/-	Sd/-
Place: New Delhi	Vishal Abrol	Binal Jenish Shah
Vani Commercials Limited	Managing Director	Director
Regd. Off.: Khasra No. 19/4, Kamruddin Nagar, Near Butterfly Sr. Sec School, Najafgarh Road, Nangloi, Delhi-110041	DIN:06938389	DIN:09371388
CIN: L74899DL1988PLC106425
Email ID: info@vanicommercials.com