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You can view full text of the latest Director's Report for the company.

BSE: 543613ISIN: INE0KQQ01011INDUSTRY: Retail - Apparel/Accessories

BSE   ` 13.39   Open: 13.99   Today's Range 13.39
13.99
-0.70 ( -5.23 %) Prev Close: 14.09 52 Week Range 12.84
27.98
Year End :2024-03 

Your directors have pleasure in presenting the 7th Annual Report of the Company together with the
Audited Statements of Accounts for the year ended March 31, 2024.

I. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's
figures is given hereunder

rDminHnH nff Jm I nlrlic 1

PARTICULARS

FOR THE YEARENDED
ON 31.03.2024

FOR THE YEAR ENDED
ON 31.03.2023

Net Income from Business Operations

663.06

768.34

Other Income

19.25

2.32

Total Income

682.31

770.66

Total Expenses except depreciation and
tax

632.25

737.90

Profit / (loss) before depreciation & tax

50.06

32.76

Less Depreciation

0.71

0.94

Profit before Tax

49.35

31.82

Prior Period Items

0

0

Profit before Tax

49.35

31.82

Less Tax Expenses:

16.17

11.26

Net Profit after T ax

33.18

20.56

II. STATE OF AFFAIRS:

The company is engaged in the business of marketing and selling of men's fashion which
includes apparels such as jeans, t-shirts, shirts, chinos, formal trousers and formal shirts. There
has been no change in the business of the company during the financial year ended 31st march,
2024.

The highlights of the company's performance are as under:

i. Revenue from operations for the year ended on 31st march 2024 and 31st March, 2023 is Rs.
663.06 Lakhs and Rs. 768.34 Lakhs respectively.

Ii. Other incomes for the year ended for the year ended on 31st March 2024 and 31st March, 2023
is Rs. 19.25 Lakhs and Rs. 2.32 Lakhs respectively.

Iii. Net profit for the year ended for the year ended on 31st March 2024 and 31st March, 2023 is
Rs. 33.18 Lakhs and Rs. 20.56 Lakhs respectively.

III. DIVIDEND:

During the year the company has Profit of Rs.33.18 (In lakhs) all the profit is transferred to
reserve of the company, Board of directors have not recommended any dividend for the year
ended on 31st March, 2024.

Your Board has declared the interim Dividend, the details of which are as follows:

Date of Board Meeting Rate of Dividend Record date

22/04/2024 Interim Dividend of Rs. 0.10/- 03/05/2024

(10%)per Equity share the face value of
Rs. 10/- each on the Equity share

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

During the year under review, the company has not transferred any amount to Investor
Education and Protection Fund.

V. TRANSFER TO RESERVES

During the year under review, the Company has transferred profit of 33.18 (In lakhs) amount to
reserves.

VI. PUBLIC 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 period under review. Hence, the requirement for furnishing the
details of deposits which are not in compliance with Chapter V of the Act is not applicable.

VII. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL
STANDARD - 2

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.

VIII. CHANGE IN THE NATURE OF THE BUSINESS

The Company is registered with Registrar of Companies as Specialty Retail Textile Company and
there is no change in the nature of the business of the Company.

IX. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year, there is no change in registered office of the company.

X. SHARE CAPITAL:

Authorised Capital:

The Authorized Share capital of the Company is Rs. 4,45,00,000/- (Rupees Four Crores Forty-
Five Lakhs Only) divided into 44,50,000 (Fourty Four Lakhs Fifty Thousand) Equity shares of Rs.
10/- (Rupees Ten only) each.

However, Company has increased Authorized capital after the end of financial year 2023-24 to
Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs)

Equity Shares of Rs. 10/- (Rupees Ten Only) each through Ordinar resolution in the Extra¬
Ordinary General Meeting held on June 07, 2024
.

I

I

Issued, Subscribed & Paid-up Capital:

The Issued, Subscribed and Paid Up Capital of the company is Rs. 4,43,35,500/- (Four Crore
Forty-Three Lakhs Thirty-Five Thousands Five Hundred Only) Equity Shares of Rs. 10/- Only
(Rupees Ten Only).

I

I

XI. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred \

between the ends of the financial year to which this financial statement relate on the date of this
report. ]

I

I

XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES \

The Company does not have any Subsidiary, Joint venture or Associate Company.

I

XIII. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

I

The Company has in place adequate internal financial Controls with reference to Financial
Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's

I

internal financial controls relating to its financial statements. During the year, such Controls Ý

I

were tested and no reportable material weakness was observed.

I

I

XIV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. [

I

I

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has also complied with the provisions related to constitution of Internal
Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual
harassment. The Company received no complaints pertaining to sexual harassment during FY
2023-24.

I

I

XV. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

i

No orders have been passed by any Regulator or Court or T ribunal which can have impact on the i

I

going concern status and the Company's operations in future. i

I

I

XVI. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no guarantees provided or investments made by the Company under Section 186 of

the Companies Act, 2013 during the year under review. However certain loans were provided by \

the company during the year under review. [

I

XVII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year no contracts or arrangements were made with related parties falling under the
purview of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.

XVIII. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Report as
Annexure- A.

XIX. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation
energy or technology absorption ate taken by the Company and hence no particulars as
required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of
Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

XX. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

Name of Directors

Designation

Category

No. of
Board
Meeting
Held

(excluding

ID

Meeting)

No. of
Board
entitled
to attend

No. of
Board
Meeting
attended

Rajendra Singh
Rajpurohit

Director

Managing

Director

7

7

7

Mahendra Signh
Rajpurohit

Director

Whole Time
Director

7

7

7

Amit Rameshbhai
Uttamchandani1

Director

Non¬

Executive

Independent

7

3

3

Parimal Suryakant
Patwa2

Director

Non¬

Executive

Independent

7

3

3

Divya Savjibhai
Thakor

Director

Non¬

Executive

7

7

2

Harsh Singrodia5

Director

Independent

7

1

1

Pankaj Baid6

Director

Independent

7

1

1

Zafar Umar
Quereshi3/7

Director

Independent

-

-

-

Susan Yamin
Shaikh4/8

Director

Independent

-

-

-

INDUCTIONS:

1. Mr. Amit Rameshbhai Uttamchandani has been appointed as additional director of the
company under category of Non- Executive Independent director w.e.f. 17/08/2023 and
Mmebers of the Company have regularized his appointment as an Independent Director in the
Annual General Meeting held on 29/09/2023.

2. Mr. Parimal Suryakant Patwa has been appointed as additional director of the company under
category of Non- Executive Independent director w.e.f. 17/08/2023 and Mmebers of the
Company have regularized his appointment as an Independent Director in the Annual General
Meeting held on 29/09/2023.

3. Mr. Zafar Umar Quereshi has been appointed as additional director of the company under
category of Non- Executive Independent director w.e.f. 24/05/2024.

4. Mrs. Susan Yamin Shaikh has been appointed as additional director of the company under
category of Non- Executive Independent director w.e.f. 23/05/2024.

CESSATIONS:

5. Mr. Harsh Singrodia has resigned from office of Independent Director of the company with
effect from 08/05/2023.

6. Mr. Pankaj Baid has resigned from the office of Independent Director of the company with
effect from 10/05/2023.

7. Mr. Zafar Umar Quereshi has resigned from the office of Independent Director of the company
with effect from 04/09/2024.

8. Mrs. Susan Yamin Shaikh has resigned from the office of Independent Director of the company
with effect from 04/09/2024.

ii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association
of the Company, Mahendra Singh Rajpurohit (DIN: 07684132) being liable to retire by rotation, shall
retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.
The Board recommends his reappointment.

iii. KEY MANAGERIAL PERSONNEL:

a) Mr. Nikundra Harjibhai Desai has resigned from the office of Chief Financial Officer w.e.f.
28/04/2023.

b) Mr. Rajendra Singh Rajpurohit, Managing Director of the Company has also designated as
Chief Financial Officer w.e.f. 08/05/2023.

c) Mr. Shashank Poddar has resigned from the position of Company Secretary & Compliance
Officer of the Company w.e.f. 07/06/2023

d) Mrs. Nehal Hareshbhai Kothari was appointed as Company Secretary and Compliance
Officer w.e.f. 17 /08/2023

e) Mr. Mahendra Signh Rajpurohit is a Whole Time Director of the Company

iv. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination and
Remuneration Committee annually evaluates the performance of individual Directors,
Committees, and of the Board as a whole in accordance with the formal system adopted by it.
Further, the Board also regularly in their meetings held for various purposes evaluates the
performance of all the Directors, committees and the Board as a whole. The Board considers
the recommendation made by Nomination and Remuneration Committee in regard to the
evaluation of board members and also tries to discharge its duties more effectively. Each
Board member's contribution, their participation was evaluated and the domain knowledge
they bring. They also evaluated the manner in which the information flows between the
Board and the Management and the manner in which the board papers and other documents
are prepared and furnished.

v. DECLARATION OF INDEPENDENCE:

Mr. Amit Rameshbhai Uttamchandani (DIN: 10278185) , Mr. Parimal Suryakant Patwa (DIN:
00093852) are the existing Independent Directors the Company have given declarations
confirming that they meet the criteria of independence as prescribed under the provisions of
the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as
Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-
enactment(s) for the time being in force). The Board is of the opinion that all Independent
Directors of the Company possess requisite qualifications, experience, expertise and they hold
highest standards of integrity
.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board /Committee of
the Company.

vi. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies,
strategies, financial matters and other businesses.

During the year under review, the Board duly met Seven (7) times on 08/05/2023,
30/05/2023, 12/07/2023, 17/08/2023, 05/09/2023, 13/11/2023 and 12/02/2024 in
respect of said meetings proper notices were given and proceedings were properly recorded
and signed in the Minute Book maintained for the purpose.

XXI. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board
hereby submits its responsibility Statement: —

i. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

ii. The directors had 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 or loss of the
Company for the year under review.

iii. The directors had taken proper and sufficient care 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively
.

XXII. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby
discloses the composition of the Audit Committee and other relevant matters as under:

Name of Director

Category of
Directorship

Designation

Number of

meetings

held

Number of

meetings

attended

Mr. Amit R
Uttamchandani

Independent

Director

Chairman

4

4

Mr. Parimal S Patwa

Independent

director

Member

4

4

Mr. Rajendra Singh
Rajpurohit

Non-Executive

Director

Member

4

4

During the year there is no change in the members and Chairman of the committee.

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor's independence and performance and effectiveness of audit
process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and quarterly
financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

The Audit Committee acts in accordance with the terms of reference specified by the Board of
Directors of the Company. Further during the period under review, the Board of Directors of
the Company had accepted all the recommendations of the Committee
.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2023,
17/08/2023,13/11/2023 and 12/02/2024.

Presence of Chairman of Audit Committee in previous AGM:

Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General
Meeting held on September 29, 2023.

[B] NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in
conformity with the provisions of the said section.

The details of composition of Nomination and Remuneration Committee are as follows:

Name Of Director

Category of
Directorship

Designation

Number of

meetings

held

Number

of

meetings

attended

Mr. Amit R
Uttamchandani

Independent Director

Chairman

2

2

Mr. Parimal S Patwa

Independent director

Member

2

2

Ms. Divya Thakor

Non-Executive

Director

Member

2

2

During the year there is no change in the members and Chairman of the committee.

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. The said policy is
available on the website of the company
www.mafiatrends.com

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and
independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior
Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

During the financial year ended on 31stMarch 2024, the Nomination and Remuneration
Committee met
Two times on 08/05/2023 and 17/08/2023.

[C]STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in compliance with the requirements
of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who
acts as the Secretary to the Committee and the Members of the Committee are:

Name of Director

Category of
Directorship

Designation

Number of

meetings

held

Number of

meetings

attended

Mr. Amit R
Uttamchandani

Independent

Director

Chairman

1

1

Mr. Parimal S Patwa

Independent

director

Member

1

1

Mr. Rajendra Singh
Rajpurohit

Non-Executive

Director

Member

1

1

During the year there is no change in the members and Chairman of the committee.

During the financial year ended on 31stMarch 2024, the Stakeholders Relationship Committee
met
one-time on 07/03/2024.

• Oversee and review all matters connected with the transfer of the Company's securities.

• Monitor Redressal of investors' / shareholders' / security holders' grievances.

• Oversee the performance of the Company's Registrar and T ransfer Agents

• Recommend methods to upgrade the standard of services to investors.

• Carry out any other function as is referred by the board from time to time or enforced by any
statutory notification/ amendment or medication as may be applicable

Details of Investor's grievances/ Complaints:

No. of Complaints pending as on April 01, 2023

Nil

No. of Complaints identified and reported during Financial Year
2023-24

Nil

No. of Complaints disposed during the year ended March 31, 2024

Nil

No. of pending Complaints as on March 31,2024

Nil

There were no pending requests for share transfer/dematerialization of shares as of 31st
March, 2023-24.

COMPLIANCE OFFICER

Mrs. Nehal Hareshbhai Kothari, is appointed as compliance officer in the Company.

Presence of Chairman in the previous AGM:

Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General Meeting
held on September 29, 2023.

XXIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of
the Company to report genuine concerns regarding unethical behaviour, actual or suspected
fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also
provides for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower
policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.mafiatrends.com

XXIV. AUDITORS:

A. Statutory Auditors

Presently, M/s. Piyush Kothari & Associates., Chartered Accountants, (FRN: 140711W) is
appointed as Statutory Auditor of the Company to hold office from the conclusion of the 4th
Annual General Meeting of the company till the conclusion of 9th AGM of the company i.e., for a
term of five years.

There are no qualifications, reservations or adverse remarks made by M/s. Piyush Kothari &
Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report. The
observations made by the Statutory Auditors in their report for the financial period ended 31st
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.

Further, M/s. Piyush Kothari & Associates, Chartered Accountants, having registration number
FRN No. 140711W has tendered their resignation from the position of Statutory Auditors of the
Company from the financial year 2024-25 stating the reason that the pre-occupancy with other
work along with shortage of time and lack of manpower, they may not be in a position to devote
their adequate time with respect to the affairs of the Company. Therefore, they express their
inability to continue as Statutory Auditors of the Company for the remaining term.

Further, M/s. Asit N. Shah & Co, Chartered Accountants, Ahmedabad (FRN.: 100624W), has been
appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to
resignation of previous Auditor viz. M/s. Piyush Kothari & Associates, Chartered Accountants.

Your board has proposed the appointment of M/s. Asit N. Shah & Co., Chartered Accountants
(FRN No. : 100624W) as statutory auditor of the Company from F.Y.2024-2025 to F.Y.2028-29.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor
have not reported any instances of fraud committed against your Company by its officers or
employees to the Audit Committee or the Board, under Section 143(12) of the Act.

B. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the
provision of Section 138 of the Companies Act 2013, has appointed M/s. Umiya Consultancy,
Accountant, as an Internal Auditor of the Company.

C. Cost Auditors

As the cost audit is not applicable to the Company, therefore the Company has not appointed the
Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014.

D. Secretarial Auditors

Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of the
Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company
Secretary. Secretarial Audit Report issued by M/s. Aanal Mehta & Associates Practicing Company
Secretary in Form-
MR-3, attached and marked as Annexure "B”, for the period under review
forms part of this report.

The said report contains certain observation or qualifications which are as under

Qualification

Explanation

During the year under review, it
was observed that there have been
delays in recording entries in the
Structured Digital Database (SDD)
software by the Company.

The management clarified due to
technicalities of the Software could not
made UPSI entries within due time.
However, the management has
purchased the SDD Software in the
month of April 2023 and adhered to the
compliance with SEBI (Prohibitions of
Insider Trading), Regulations, 2015

XXV. CORPORATE GOVERNANCE:

Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of
Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has
listed its specified securities on the SME Exchange. Hence, your Company is listed on SME
platform of BSE Limited, the Corporate Governance Report is
not applicable and therefore not
provided by the Board.

XXVI. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of the Listing Regulations is given as an
"Annexure-C" to this report.

XXVII. GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by
allowing paperless compliances by the Companies and has issued Circulars stating that service of
notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative'
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic
delivery of documents including the Annual Report, amongst others, to shareholders at their e¬
mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same.
Those holding shares in demat form can register their e-mail address with their concerned DPs.
Shareholders who hold shares in physical form are requested to register their e-mail addresses
with the RTA.

XXVIII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the
Company's existence are very minimal.

XXIX. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions under Section 135 of the Companies Act, 2013 are not applicable to the Company
hence, your Company has not developed and implemented any Corporate Social Responsibility
initiatives
.

XXX. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives (“Code”) as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The
Code, inter alia, lays down the procedures to be followed by designated persons while trading/
dealing in the Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”).
The Code covers Company's obligation to maintain a structured digital database (“SDD”),
mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the
organisation and to help the Designated Persons to identify and fulfill their obligations, regular
trainings have been imparted to all designated persons by the Company

XXXI. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of the
Companies Act. 2013, the Annual Return as on 31st March, 2024 is available on the Company's
Website at
www.mafiatrends.com.

XXXII. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

The board hereby states that the independent directors appointed during the year possess
requisite expertise and experience (including the proficiency) in terms of section 150 of the Act.
The Independent Directors appointed during the year have included their names in the data
bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms
of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

XXXIII. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCYAND BANKRUPTCY CODE, 2016:

During the financial year ended on 31stMarch, 2024, there is no application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the
Company

XXXIV. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

Not applicable during the year under review.

XXXV. OTHER DISCLOSURES / REPORTING:

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with diff) erential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant
to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the
Companies Act, 2013).

XXXVI. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your directors also acknowledge gratefully the
shareholders for their support and confidence reposed on your Company.

Place: Ahmedabad FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: 04/09/2024

Sd/- Sd/-

Rajendra Singh Rajpurohit Mahendra Singh Rajpurohit

Managing Director & CFO Wholetime Director

DIN: 07684092 DIN: 07684132