Muzali Arts Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2021.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(Amount in Lakhs.)

Particular Standalone Consolidated
FY 2021 FY 2020 FY 2021 FY 2020
Total Income -- 377.35 223.38 377.35
Other Income 60.97 82.28 63.13 82.28
Total Revenue 60.97 459.64 286.51 459.64
Total Expenditure 154.84 402.81 474.47 402.81
Profit/(Loss) Before (93.87) 56.82 (187.96) 56.82
Exceptional item and Tax
Before Exceptional items -- -- -- --
Profit/(Loss) before Taxation (93.87) 56.82 (187.96) 56.82
Profit/ (Loss) after Taxation (93.87) 41.48 (187.96) 41.48

2. REVIEW OF OPERATION:

Consolidated and Standalone

During the financial year ended 31st March, 2021, the Company has recorded consolidated revenue of Rs. 223.38 lakhs which is lower as compared to the previous year and incurred consolidated loss of Rs.187.96 lakhs. The Company has not generated revenue, during the financial year ended 31st March, 2021 and incurred a loss of Rs.93.87 lakhs. Since the year 2020-2021 saw a total economy slowdown, the effect can be seen directly on the Companys performance as well being able to survive in the cut-throat competition. The Board of Directors is exploring various business opportunities for its future Development. The details provided for previous year in consolidated financial statements are of holding company only as the FY 20-21 is the first year of Consolidation of Accounts

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO RESERVES

During the year, the Company has incurred losses therefor there is no amount transferred amount to Reserve & Surplus Account.

6. PARTICULARS OF EMPLOYEES:

During the year the Promoter and Management of the Company has been changed and accordingly the employees of the company has been changed. There for the particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 for comparison is not applicable to the Company.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

8. RELATED PARTY TRANSACTIONS:

The details relating to related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report as Annexure I.

9. NUMBER OF BOARD MEETINGS:

24 Board Meetings were held during the financial year 2020-2021 on the following dates: (1) 30th July, 2020 (2) 30th July, 2020 (3) 30th July, 2020 (4) 24th August, 2020 (5) 14th September, 2020 (6) 14th September, 2020 (7) 14th September, 2020 (8) 20th October, 2020 (9) 30th October, 2020 (10) 30th October, 2020 (11) 30th October, 2020 (12) 19th November 2020 (13) 23rd November 2020 (14) 26th November 2020 (15) 28th November 2020 (16) 30th November 2020 (17) 1st December 2021 (18) 30th December 2021 (19) 15th January 2021 (20) 21st January 2021 (21) 12th February 2021 (22) 18th February 2021 (23) 24th February 2021 (24) 31st March 2021

The Composition of the Board is as on 31.03.2021 was as under

Directors Designation / Category of Directorship
1 Mala Brijlal Lalchandani Independent Director
2 Vishal Jaisingh Ladharam Independent Director
3 Mansoorbhai Murtuza Chairman and Managing Director
4 Farheen Mansoorbhai Murtuza Executive Director

10.COMMITTEE MEETINGS: 10.1. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Regulations read with Section 177 of the Companies Act, 2013. Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section 177 of the Companies Act, 2013, the Audit committee reviews reports of the Internal Auditor, meets Statutory Auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company. (4) The Audit Committee is duly constituted, during the Financial Year ended 31st March, 2021 , 4 (Four) Meetings of the Audit Committee were held i.e. on ,13th July 2020, 14th September, 2020, 30th October, 2020 12th February,2021. The Statutory Auditor, Internal Auditor and Executive Directors/Chief Financial Officer are invited to the meeting as and when required. During the year the Composition of the Audit Committee has been changed due to resignation of Mohil Khetani, Jaymin Modi and Mahesh Raut, Directors and Members of Audit Committee The Composition of the Audit Committee is as under

AUDIT COMMITTEE
Vishal Jaisingh Ladharam Chairman & Independent Director
Mala Brijlal Lalchandani Member & Independent Director
Mansoorbhai Murtuza Member & Managing Director

10. 2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee. The Nomination and Remuneration Committee is duly constituted, during the Financial Year under review the Nomination & Remuneration Committee meet once and was attended by all the Members. During the year the Composition of the Audit Committee has been changed due to resignation of Mohil Khetani and Jaymin Modi, Directors and Members of the Nomination & Remuneration Committee

The Composition of the Nomination & Remuneration Committee is as under:

NOMINATION AND REMUNERATION COMMITTEE

Mala Lalchandani Brijlal Member & Independent Director
Vishal Jaisingh Ladharam Member & Non-Executive Director

10.3. Stakeholders Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations. The Stakeholders Relationship Committee is duly constituted, during the Financial Year ended on 31st March, 2021

, 4 (Four) Meetings of the Stakeholders Relationship Committee were held i.e. on 13th July 2020, 14th September, 2020, 30th October, 2020 12th February,2021. During the year the Composition of the Audit Committee has been changed due to resignation of Mohil Khetani, Jaymin Modi and Mahesh Raut, Directors and Members of the Stakeholders Relationship Committee

The Composition of the Committee is as under:

AUDIT COMMITTEE
Vishal Jaisingh Ladharam Chairman & Independent Director
Mala Brijlal Lalchandani Member & Independent Director
Mansoorbhai Murtuza Member & Managing Director

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholders Relationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. INDEPENDENT DIRECTORS:

Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors Report.

B. APPOINTMENT & RESIGNATION OF DIRECTORS:

There was a substantial change in management of the Company during the FY 2020-21 .

Name of Director Designation Appointment Cessation
1 Mahesh Jagdevrao Raut MD NA 23/11/2020
2 Vidhi Dinesh Shambwani Director NA 07/05/2020
3 Jaymin Piyushbhai Modi Director NA 14/01/2021
4 Mohil Dilipkumar Khetani Director NA 23/11/2020
5 Mansoorbhai Murtuza Managing Director 23/11/2020 NA
6 Farheen Murtuza Director 23/11/2020 NA
7 Vishal Jaisingh Ladharam Director 23/11/2020 NA

C. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under

Name of KMP Designation Appointment Cessation
1 Mahesh Jagdevrao Raut MD NA 23/11/2020
2 Mansoorbhai Murtuza Managing Director 23/11/2020 NA
3 Rakesh Moreshwar Kanzode CS 24/02/2021 24/06/2021
4 Jyoti Yadav Suren CS 11/06/2020 23/11/2020
5 Lalit Dave CFO 16/01/2021 NA
6 Mohil Dilipkumar Khetani CFO NA 14/01/2021

CS Rakesh Moreshwar Kanzode Company Secretary Resigned from the office w.e.f 24th June 2021

12.SUBSIDIARIES:

The Company has One US Based Subsidiary Company details of which forms part of this annual report as Annexure II

13.DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2021 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that 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, and

d) The Directors had prepared the accounts for the financial year ended 31st March, 2021 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) 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.

14.AUDITORS & AUDITORS REPORT:

The Board of Directors has appointed M/s. Koshal & Associates, Chartered Accountants, (Membership No- 043746) as the Statutory Auditors of the Company for a term of five years, in 22nd AGM to hold office till the conclusion of the 27th AGM to be held in the calendar year 2022. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except following.

Due to global impact of COVID-19 and having Foreign Overseas Subsidiary, some accounting data of foreign subsidiary could not reconciled on time.

15.INTERNAL AUDITORS :

The Company has Appointed CA Lalit Dave, Chief Financial officer of the Company, as internal auditor of the Company for financial year 2021-22.

16.STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

17.INTERNAL CONTROL SYSTEM AND THEIR AQEUACY:

Your Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Additional details on Internal Financial Controls and their adequacy are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

18. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed M/s Priya Shah & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the financial Year 2020-21 but due to her personal and internal reasons she resigned from the office of Secretarial Auditor of the Company and the Company Appointed CS Yugandhara Kothalkar, Practicing Company Secretary as Secretarial Auditor of the Company for the financial Year 2020-21

The Secretarial Audit Report forms part of the Annual report as Annexure III to the Boards Report. The Copy of Secretarial Audit Report for the Financial Year 2020-21 issued by CS Yugandhara Kothalkar, Practicing Company Secretary has been attached as annexure herewith. The Secretarial Auditors Report for the financial Year 2020-21 does not contain any major qualification, reservation or adverse remark.

19.CHANGE IN NAME, OBJECT AND LOCATION OF REGISTERED OFFICE THE COMPANY.

The Company has taken the approval for change in the name of the Company from " Welcon International Limited" to "Muzali Arts Limited" and the main object clause of the Company was altered to include the Object Clauses related to Arts and Exhibition vide special resolution passed through postal ballot conducted pursuant to section

110 of the companies act, 2013, read with rule 22 of the companies (management and administration) rules, 2014. The Company also had shifted its Registered office of the Company from the City of Mumbai to the city of Nagpur w.e.f. 27.11.2020 vide passing the resolution through postal ballot dated 24.08.2020.

20.EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return will be available on the website of the Company on the following link: https://muzaliarts.com/investor-relations/.

21.IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk management and has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The risk assessment is not limited to threat analysis, but also identifies potential opportunities. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

22.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

23.DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels. Providing a safe and congenial work environment for all employees is an integral part of the Companys Code of Conduct. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has adopted a policy for Prevention of Sexual Harassment at the Workplace and matters connected therewith. There was no complaint of sexual harassment received during the financial year 2020-21.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

25.COST RECORDS:

The company is not required to maintain Cost Records as specified by the Central government under sub section (1) of section 148 of the Companies Act, 2013.

26.WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company has in place a vigil mechanism for Directors and employees to report instances and concerns about unethical behavior, actual or suspected fraud or violation of your Companys Code of Conduct. Adequate safeguards are provided against victimization to those who avail the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them.

27.STOCK EXCHANGES:

The Companys shares are listed on the following Stock Exchanges: (i) Bombay Stock Exchange Limited (BSE Ltd.)

28.CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in hence it is not applicable to the Company.

29.MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure IV to the Board Report.

30. CHANGE IN AUTHORISED CAPITAL OF THE COMPANY

The Company has passed the Special resolution ON 30.09.2020 via postal ballot to increase the Authorised Capital of the Company from Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 5,00,00,000 (Five Crores)Equity Shares of Re. 1/- (Rupee One) each to Rs. 6,00,00,000/- (Rupees Six Crores only)divided into 6,00,00,000 (Six Crores) Equity Shares of Re.1/- (Rupee One only)each and subsequently the Memorandum of Association and Articles of Association of the Company was altered.

31.ISSUE OF EQUITY SHARES ON PREFERENTIAL ALLOTMENT BASIS

The Company has raised the Capital by way of Issue of new Equity Shares and Equity Warrants on Preferential Allotment Basis to Non Promoters (Acquirer and PAC as well as Public).The Shareholders at General meeting has authorised to issue 2,74,64,000 Equity shares and 1,21,00,000 warrens on preferential basis, the details of which is as under:

- Issue and Allot, in one or more tranches, up to 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Re. 1/- each fully paid up at a price of Rs. 3/-per share on Preferential Allotment basis to the Non-Promoters (Acquirer and Person Acting in Concert) for cash

- Issue and Allot, in one or more tranches, up to 1,64,64,000 (One Crore Sixty-Four Lakhs Sixty-Four Thousand) Equity Shares of Re. 1/- each fully paid up at a price of Rs. 3/- per share on Preferential Allotment basis to the Non-Promoters (Public Category) for cash

- Issue and Allot 75,00,000 Warrants of Rs.3/- each convertible into 75,00,000 Equity Shares of Re.1/- each fully paid up at a price of Rs. 3/- per share to be issued on preferential allotment basis to the Non –Promoters (Acquirer & Person Acting in Concert) (PAC) for Cash;

- Issue and Allot 46,00,000 Warrants of Rs.3/- each Convertible in to 46,00,000 Equity shares of Re. 1/- each fully paid up as a price of Rs. 3/- per shares to be issued on preferential allotment basis to the Non-Promoters (Public Category) for cash.

Further the Company on 20th October 2020 2,52,00,000 Equity Shares of Paid up of Rs 1 each Alloted to Non Promoter (Acquirer and person Acting in concern) and 31st March 2021 32,00,000 Equity Warrants converted into 32,00,000 Equity Shares .

32.ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.