White Hall Commercial Company Ltd Directors Report

To

The Members,

WHITE HALL COMMERCIAL COMPANY LIMITED

Your Directors have pleasure in presenting the 38^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL STATEMENTS & RESULTS:

A. FINANCIAL RESULTS:

The Companys performance during the year ended 31^sl March,2024 as compared to the previous financial year, is summarized below:

{Amount in T .akhs)

Particular	For the financial year ended 31st March, 2024	For the financial year ended 31sl March, 2023
Income	0.51	25.40
Less: Expenses	19.31	42.06
Profit/(Loss) before Exceptional & Extraordinary Items and Tax.	(18.80)	(16.66)
Exceptional Items	0	30.00
Pro fit/(Loss) after Extraordinary Items and Tax	0	(46.66)
Extraordinary Items	-	-
Profit/! Loss) before Tax	(18.80)	(46.66)
Less: Provision for tax
Current Tax	-	-
Deferred Tax	3.71	(3.01)
Profit after Tax	(22.51)	(43.65)
APPROPRIATION
Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	(172.85)	(150.35)

B. OPERATIONS:

During the year under review, your Company has carried out Chemical Trading Business activities.

C. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES OR JOINT VENTURE COMPANIES:

During the year under review, the Company did not have Subsidiary, Associates or Joint Venture Company

D. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

E. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

F. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

G. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are in compliance with the Chapter V of the Act is not required to be furnished.

H. DISCLOSURES UNDER SECTION 134(31(1) OF THE COMPANIES ACT. 2013:

Except as disclosed elsewhere in this report, no material changes and commitments have occurred between the end of the financial year of the Company and date of this report which could affect tire Companys financial position.

I. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

J. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future,

K. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All contracts/arrangement/transactions entered by the Company during the period under review with related parties were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during the financial year 2023-24 were in the ordinary course of business, at arms length and not material under the Act and SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during financial year 2023-24 are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Report.

L. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

Details of investments made, loan advanced and guarantees given by the Company are given in the notes to the Financial Statements.

M. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

N. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT. 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

O. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT. 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

P. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by empioyees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Change in Board of Directors and Key Managerial Personnel during the yean

In the Financial Year 2023-2024 there was no change in directorship of the Company.

In current, Mr. Rohit P. Shah, Mr.Nilesh Savant, Mr. Suresh Argade and Mrs. Rashmi Desai are the directors to the Board of the company.

Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there under, the following persons have been designated as Key Managerial Personnel of the Company:

1. Mr. Rohit P. Shah- Whole-time Director

2. Mrs. Shruti Kulkami- Company Secretary & Chief Financial Officer

B. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCI OSURES RELATED TO BOARD. COMMITTEES AND POLICIES

A. BOARD MEETINGS:

The Board of Directors met Six times during the financial year ended 31^st March, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Date on which the Board of Directors met during the financial year under review are as under;

1. 27/04/2023

2. 21/07/2023

3. 06/09/2023

4. 30/10/2023

5. 29/01/2024

6. 11/03/2024

B. AUDIT COMMITTEE MEETINGS:

During the year, Four Audit Committee Meetings were convened and held.

The Date on which the members of Audit committee met during the financial year under review are as under;

1. 27/04/2023

2. 21/07/2023

3. 30/10/2023

4. 29/01/2024

C. NOMINATION REMUNERATION COMMITTEE MEETINGS:

During the year, One Nomination Remuneration Committee Meetings were convened and held.

The Date on which the members of Nomination Remuneration committee met during the financial year under review are as under; 1. 06/09/2023

D. SEPARATE INDEPENDENT DIRECTORS MEETING:

During the year, One Separate Meeting of Independent Directors was convened and held.

The Date on which the Independent directors met during the financial year under review is as under;

1. 27/04/2023

E. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2024 and of the loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

F. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of tire Act.

The composition of the committee is as under:

1. Mr. Suresh Argade, Chairman

2. Mr. Nilesh Savant, Director

3. Mrs. Rashmi Desai, Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of the Directors including criteria for determining qualifications, positive attributes, Independence, etc. are as under:

I. Selection of Directors and Key Managerial Personnel:

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

a. by way of recruitment from outside;

b. from within the Company hierarchy; or

c. Upon recommendation by the Chairman or other Directors.

The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment.

In case of Non-Executive Directors, tire selection can be made in either of the ways given below:

a. By way of selection from the data bank of Independent Directors maintained by the Government.

b. Upon recommendation by Chairman or other Directors.

II. Qualifications, Experience and Positive Attributes Of Directors

a. While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Companys business.

b. In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then while recommending the appointment, the job description to the Committee shall be provided and along with justifications that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment.

c. The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

III. Independence of Directors:

While making appointment of directors, following principles shall be observed by the

Board, as far as practicable:

a. There shall be a proper mix of Executive and Non-Executive Directors and Independent and non-independent directors on the Board. The Company shall always be in compliance of the provisions of Section 149 of the Companies Act, 2013, as amended from time to time, in this regard.

b. There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal etc.

c. While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person ir, Iris place who has the relevant experience in the fields or disciplines in which tne outgoing director had with relevant expertise as requisite to business of the Company.

d. No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.

While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shall be followed.

G. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. Tire composition of the Audit Committee is in conformity with the provisions of the said section.

The Audit Committee comprises of:

1. Mr. Nilesh Savant, Chairman

2. Mrs. Rashmi Desai, Director

3. Mr. Suresh Argade, Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

H. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As per section 178(5) of the Companies Act, 2013, your Company is not required to constitute Stakeholders Relationship Committee.

L VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to repor* their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

J. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

K. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Boards performance, performance of the Chairman and other non

independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director.

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee is as below:

• Ethics and values,

• knowledge and proficiency,

• diligence,

• Behavioral traits and

• Efforts for personal development

Similarly, performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors.

L. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

M. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014:

None of the Directors was in receipt of remuneration during the year under review.

4. AUDITORS AN D REPORTS

The matters related to Auditors and their Reports are as under:

A. APPOINTMENT OF AUDITORS:

The Equity Shareholders of the Company in their Thirty Fourth Annual General Meeting held on 30^th September, 2020 had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of Companies Act, 2013 and Rules made there under to appoint M/s MAPS & Company, Chartered Accountants (FRN No. 118913W), as the Statutory Auditor of the Company for the period of five years commencing from the conclusion of Thirty Fourth Annual General Meeting until the conclusion of Thirty Ninth Annual General Meeting.

Any qualification, reservation or adverse remark or disclaimer in the Auditors Report to the Members read alongwith notes to the accounts are self-explanatory, needs no further clarification or explanation.

Pratik M. Shah, Company Secretaries, Membership No. FCS 7431 (CP No. 7401) has been appointed as Secretarial Auditor of the White Hall Commercial company Ltd. for the financial year 2023-24.

Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

B. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2024:

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

C. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 3U^T MARCH. 2024:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary. Pratik M. Shah, Company Secretaries have been appointed to issue Secretarial Audit Report for the financial year 2023-24.

Secretarial Audit Report issued by Pratik M. Shah, Company Secretaries in Form MR-3 for the financial year 2023-24 forms part to this report. Pursuant to the Section 134(3) of the Companies Act, 2013 and with respect to the observation made by the

Secretarial Auditors of the Company on the compliance of Laws/Acts, the Board of Directors states as under;

I. Non appointment of Internal Auditor

Management Response: The Company is in process of taking necessary steps to comply with the above mention observation raised in the Secretarial Audit Report.

II. Company has generally complied with the Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 except Regulation 31(2) and Regulation 31(3). Further as per the documentation produced before us for the Audit and the information provided to us by the Promoters and its officers, we have observed that the shareholding of 99.93% of the promoters are in dematerialized form and further the Promoters of the Company have already initiated the process of dematerialization to convert its physical shares into demat form.

Management Response: The Promoters of the Company have initiated the process of dematerialization to convert its physical shares into demat form. At present 99.93% of the total Promoters Shares are in demat form.

D. FRAUD REPORTING:

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2013, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

5. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and other financial Institution.

7. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

A. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of Companies (Management And Administration) Rules,2014 the Annual Return of the Company is available on the website of the Company at the link https://www.whitehaIl.co.in/annual return/.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

During the year under review, the Company has neither earned nor used any foreign exchange.

C. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Directors further state that Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to Company during F.Y. 2023-24.

D. CORPORATE GOVERNANCE:

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01^sl December, 2015, the Company is not required to comply with provisions of Corporate Governance as its Paid up capital is less then Rs. 10 Crore and its net worth is also less than Rs. 25 Crore as on 31/03/2024.

E. ACCOUNTING POLICY:

Indian Accounting Standards (IND AS) - IFRS Converged Standard. Your Company has adopted Indian Accounting Standards ("Ind AS") for the accounting periods beginning on 1^st April, 2023 pursuant to Ministry of Corporate Affairs Notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

F. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

8. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board