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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Khoobsurat Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 42^nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

Financial Results	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue for the year	120.07	73.3Â°
Profit/(Loss) before Tax, Depreciation and Finance Cost	3¹-39	3⁶49
Less: Finance Expenses	11.62	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	19.76	3⁶49
Less: Depreciation	-	-
Net Profit/(Loss) before Taxation (PBT)	19.76	3⁶49
Less: Provision for Taxation (including Deferred Tax)	5.45	9.4¹
Less: Extra-ordinary Items (MCA Filing Fees)	^-45.7¹	-
Profit/(Loss) after Tax & Extra-ordinary Items	-31.40	27.08
Less: Provision for Dividend	-	-
Less: Transfer to General Reserves	-	-
Profit/(Loss) available for Appropriation	-31.40	27.08
Add: Profit/(Loss) brought forward from Previous Year	209.34	182.26
Balance of Profit/(Loss) carried forward	177.94	209.34

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ^ 120.07 lakh in comparison to last years'' revenue of ^ 73.30 lakh. In term of Profit before taxation, the Company has earned a Profit of ^ 19.76 lakh in comparison to last years'' Profit of ^ 36.49 lakh. Profit/Loss after Tax and Extra-Ordinary Items stood at ^ (31.40) lakh in comparison to last financial year''s Profit of ^ 27.08 lakh.

DIVIDEND AND RESERVES

In view of low profit and due to other adjustments, your Directors do not propose any dividend for the year under review. During the year under review ^ Nil was transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was ^ 13.284474 Crore. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

BUSINESS SEGMENT

Your Company is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a âPolicy for determining material Subsidiary Companies" of the Company. This policy is available on your Company''s website at https://www.khoobsuratltd.co.in/company-policies.html

RELATED PARTY TRANSACTIONS (RPT)

There is no material modification for RPT during the year under review hence do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://www.khoobsuratltd.co.in/company-policies.html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'' Report.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2023-24.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 12, 2024 wherein, the following items in agenda were discussed:

â¢ reviewed the performance of Non-Independent Directors and the Board as a whole.

â¢ reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

â¢ Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

â¢ The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

Sl. No.	Essential Core skills/expertise/ competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

During current financial year, Mr. Mangelal Joshi and Mrs. Puspa Devi Saraswat, Independent Directors, have resigned from the Board due to completion of their 2^nd term of 5 years and in their places, the Board has appointed Mrs. Sudipta Bhattacharya and Ms. Haimonti Das as Independent Directors of the Company.

The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Neither there was a change in the composition of Board during the current financial nor was a change in the employees from KMP category, except as stated herein below.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Rozy Jain	Company Secretary & Compliance Officer	-	31^st Aug 2023
2.	Neha Agarwal	Company Secretary & Compliance Officer	9^th Oct 2023	-
3.	Biplab Mukherjee	Chief Financial Officer	-	28^th April 2023
4.	Ajay Mishra	Chief Financial Officer	28^th April 2023	-
5.	Mangelal Joshi	Independent Director	-	28^th April 2023
6.	Puspa Devi Saraswat	Independent Director	-	28^th April 2023
7.	Sudipta Bhattacharya	Independent Director	28^th April 2023	-
8.	Haimonti Das	Independent Director	28^th April 2023	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company has come out with Right Issue of Rs. 3495.91 Lakh vides its'' final letter of offer dated 29 April 2024. the ratio of 50 Rights Equity Shares for every 19 fully paid up Equity Shares held by the Equity Shareholders on the Record Date, i.e. May 4, 2024 The Issue was opened on May 21, 2024 and closed on June 13, 2024. Further, the Company has successfully achieved the target of its'' Right Issue and have raised fund equivalent to Rs. 33.74 Lakh.

Apart from above, there have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2024, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

3. that the Directors have 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that 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; and

6. that 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.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.khoobsuratltd.co.in

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

Messrs. S P M L & Associates, Chartered Accountants, Mumbai (FRN - 136549W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 41^st Annual General Meeting (AGM) of the Members held on September 25, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There is no audit qualification, reservation or adverse remark for the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does not contain any qualification, reservation or adverse remark.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mrs. Kriti Daga for the FY2023-24 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s P R Shukla & Associates, Chartered Accountant Firm, Kolkata (FRN - 327763E). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)^) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^st March 2024 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investment activities in Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that during Financial Year 2023-24:

â¢ The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

â¢ The Company has not issued any Sweat Equity Shares during the year.

â¢ There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals during the year ended March 31, 2024 which would impact the going concern status of the Company and its future operations.

â¢ The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be âforward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

Kolkata, August 12, 2024 By order of the Board

For KHOOBSURAT LIMITED

S/d-

Registered Office: Sanjay Mishra

7A, Bentinck Street, 3^rd Floor, Room No. 310 DIN: 09048557

Kolkata-700 001 Chairman & Managing Director

Mar 31, 2023

Your Directors have pleasure in presenting the 41^st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2023.

Financial Results	Year Ended	Year Ended
	31.03.2023	31.03.2022
Revenue for the year	73-3Â°	83.42
Profit/(Loss) before Tax, Depreciation and Finance Cost	36.49	33-⁰5
Less: Finance Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	3⁶-49	33-⁰5
Less: Depreciation	-	0.15
Net Profit/(Loss) before Taxation (PBT)	3⁶-49	3².9⁰
Less: Provision for Taxation (including Deferred Tax)	9-4¹	8.50
(Add)/Less: Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-ordinary Items	27.08	²4.4⁰
Less: Provision for Dividend	-	-
Less: Transfer to General Reserves	-	-
Profit/(Loss) available for Appropriation	27.08	²4.4⁰
Add: Profit/(Loss) brought forward from Previous Year	182.26	157.86
Balance of Profit/(Loss) carried forward	209.34	182.26

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ^ 73.30 lakh in comparison to last years'' revenue of ^ 83.42 lakh. In term of Profit before taxation, the Company has earned a Profit of ^ 36.49 lakh in comparison to last years'' Profit of ^ 32.90 lakh. Profit after Tax and Extra-Ordinary Items stood at ^ 27.08 lakh in comparison to last financial year''s Profit of ^ 24.40 lakh.

DIVIDEND AND RESERVES

In view of low profit and in order to conserve resources, your Directors do not propose any dividend for the year under review.

During the year under review ^ Nil was transferred to General Reserves.

SHARE CAPITAL

During FY 2022-23, the Company has increased its Authorized Capital from ^ 15.00 Crore to ^ 65.00 Crore for the purpose of further issue of Equity Shares up to ^ 50.00 Lakh on Rights basis (Right Issue). The members have approved both the agenda by way of Postal Ballot Rules under Companies Act, 2013.

The Paid Up Equity Share Capital as on March 31, 2023 was ^ 13.284474 Crore. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2023, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

BUSINESS SEGMENT

Your Company is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

RELATED PARTY TRANSACTIONS (RPT)

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

MANAGEMENT DISCUSSION & ANALYSIS

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2022-23.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 3, 2022 wherein, the following items in agenda were discussed:

â¢ reviewed the performance of Non-Independent Directors and the Board as a whole.

â¢ reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

Matrix setting out the skills/eYnertise/rnmnetenre of the Board of Directors

Sl. No.	Essential Core skills/expertise/ competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2022-23 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

MANAGEMENT

There is no change in Management of the Company during the year under review.

However during FY 2023-24, i.e. on 28^th April 2023, Mrs. Puspa Devi Saraswat and Mr. Mangelal Joshi, both Independent Directors as well as Mr. Biplab Mukherjee, CFO of the Company, have resigned from the Board/employment and their place, the Board has appointed Mrs. Sudipta Bhattacharya, Mrs. Haimonti Das as Independent Directors of the Company and also appointed Mr. Ajay Kumar Mishra as CFO of the Company effective from 28^th April 2023. Further, during the year, Ms. Rozy Jain has been appointed as Company Secretary & Compliance Officer effective from 1^st September 2022.

DIRECTORS

There was no change in composition of Board during the year.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS & KMPs

Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Neither there was a change in the composition of Board during the current financial nor was a change in the employees from KMP category, except as stated herein below.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl.

No.

Name

Designation

Date of Appointment

Date of Resignation

Ms. Rozy Jain

Company Secretary

01/09/2022

Ms. Neha Agarwal

Company Secretary

26/07/2022

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation i6(i)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report, except the following -

â¢ Mr. Biplab Mukherjee, CFO of the Company has resigned from employment w.e.f. 28^th April 2023 and in his place, the Board has appointed Mr. Ajay Kumar Mishra as CFO of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March 2023, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that 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; and

6. that 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.

BUSINESS RISK MANAGEMENT

Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS

Statutory Auditors

Messrs DBS & Associates, Chartered Accountants, Mumbai (FRN - 018627N) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 36^th Annual General Meeting (AGM) of the Members held on September 27, 2018 and holds the Office up to the conclusion of this 41^st Annual General Meeting.

Due to the expiry of term of appointment of Messrs. DBS & Associates, the Company is required to fill the vacancy which will be caused after the conclusion of this Annual General Meeting and accordingly, the Company has appointed S P M L & Associates, (FRN: 136549W) as Statutory Auditors of the Company after the conclusion of this 41^st Annual General Meeting, up to the conclusion of 46^th Annual General Meeting which will be held in year 2028. The details of said newly appointed Statutory Auditors have been provided in the Notice convening AGM.

There is no audit qualification, reservation or adverse remark for the year under review.

Secretarial Auditors

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mrs. Kriti Daga for the FY2022-23 has been submitted with stock exchanges.

Internal Auditors

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)^) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^st March 2023 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

BUSINESS RESPONSIBILITY REPORT

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

MAINTENANCE OF COST RECORDS

AUDITORS REPORT

REPORTING OF FRAUDS BY AUDITORS

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

Your Board of Directors has taken note of the Auditor''s Report. Auditors have given their modified opinion of the Financial Statements.

The Company is having investment in Unlisted Shares valuing to Rs. 1085.32 for which the Company could not provide latest valuation Report from Independent valuer. In the opinion of the Board, the value has been taken based on last available Audited Balance Sheets of Unlisted Companies and hence impact is assumed to be Nil as per management perception

REPORT ON CORPORATE GOVERNANCE

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that during Financial Year 2022-23:

â¢ The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

â¢ The Company has not issued any Sweat Equity Shares during the year.

â¢ There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals

during the year ended March 31, 2023 which would impact the going concern status of the Company and its future

operations.

CAUTIONARY STATEMENT

APPRECIATION

Kolkata, August 21, 2023 By order of the Board

For KHOOBSURAT LIMITED

S/d-

Registered Office: Sanjay Mishra

7A, Bentinck Street, 3^rd Floor, Room No. 310 DIN: 09048557

Kolkata-700 001 Chairman & Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31,2014.

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Sales / Revenue for theYear 1471.00 2014.33

Profit beforeTax & Extraordinary Items 26.13 71.14

Less : Provision for Taxation (including Differed Tax) 8.07 21.98

Profit afterTax 18.06 4916

Add : Profit brought forward from Previous Year 126.08 81.93

Profit available for appropriation 144.14 131.08

Transfer to General Reserve 5.00 5.00

Balance carried forward to Next Year 139.14 126.08

OVERVIEW OF ECONOMY

As per median estimates, based on the Survey of Professional Forecasters conducted by RBI, the Indian economy is likely to post a moderate recovery in 2014-15. GDP growth is estimated to improve to around 5.5% supported by an anticipated pick up in investment activity in view of the part resolution of stalled projects, improved business and consumer confidence and expectation of lower inflation. External demand is expected to improve further during 2014-15 stemming from encouraging growth prospects in Advanced Economies. Tighter global financial and monetary conditions, risks to agricultural growth due to the likelihood of sub-normal monsoons given the impending El Nino weather conditions, possibility of a reversal in capital flows with the interest rate cycle picking up in Advanced Economies represent some of the key downside risks going forward. A stable government at the Centre, greater clarity and certainty in policies and fast track clearances of large projects would go a long way in engendering a much needed boost to investor sentiment and revivingthe private investment cycle in particular.

In the face of growing uncertainties in global financial conditions, monetary easing was paused in June 2013. However, there has been significant improvement in the external situation. With acceleration in the growth of exports and decline in imports, the trade deficit for 2013-14 (April- December) has narrowed considerably. Reduction in the trade deficit, complemented by a rise in net invisibles receipts, resulted in significant reduction in the current account deficit (CAD) in the first half (H1) of 2013-14. In response to these developments, and due to steps undertaken to moderate the CAD, the exchange rate, that breached the level of 68 per US$ in August 2013, recovered to 61.16 per US$ on October 11, 2013. The exchange rate of the rupee averaged 61.91 per US$in December2013.

The World Bank has projected an economic growth rate of 5.7 per cent in FY 15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

OVERALL PERFORMANCE&OUTLOOK

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2013-2014. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has somehow maintained its performance. The Company has registered a Gross Sales / Revenue of Rs. 1471.59 Lac for the year in comparison to last years'' Sale of Rs. 2014.33 Lac.

The Company is into the Business of Trading in Textile Products, Software Products and deploying the surplus funds in treasury operations.

The outlook for the current year is expected to be challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

Due to inadequate profit and with a view to conserve resources to face future challenges, your Directors do not recommends any dividend for the year under review.

LISTING OF EQUITY SHARES ON BSE AN DMCX-SX

During the Year, the Equity Shares of the Company have been listed on BSE and on MCX-SX to provide liquidity to its Members to invest in the Equity Shares of the Company or to provide easy exit route vise-a-versa.

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION &ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

During the year, Mr. Alok Kr. Das, Independent Director of the Company, has resigned from the Board on 7th September 2013 due to his personal commitments. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Alok Kr. Das during his tenure as Director of your Company.

In accordance with the provisions of Act and Articles of Association of your Company Mr. Nand Kishore Fogla, Non-Executive Director of your Company, retires by rotation and is due forelection at the ensuring Annual General Meeting. Mr. Nand Kishore Fogla, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Nand Kishore Fogla pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5(five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for the year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Ac t for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software as well as an Investor in Capital & Money Market, requirements regarding disclosure of particulars of Conservation of Energy and Technology Absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Existing Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata who are retiring in ensuring Annual General Meeting have expressed their un-willingness to re-appoint themselves as Auditors of the Company In place of existing Auditors, the Audit Committee recommended M/s Bharat D. Sarawgee & Co. (FRN 326264E), Chartered Accountants, Kolkata for appointment to audit the accounts of the Company from the conclusion of the 32nd Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Bharat D. Sarawgee & Co.; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required undersection 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

The Company is engaged in the business of Finance Sector and trading in Textile Goods apart from finance and Investment activities, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation,the information required undersection 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 27, 2014 By order of the Board For KHOOBSURAT LIMITED

Registered Office: 1,R.N. Mukherjee Road, GOUTAM BOSE Mezzanine Floor, Room No.12, (DIN :2504803) Kolkata-700001. Managing Director

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2013.

(Rs.in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 560.88 285.92 Profit before Tax & Extraordinary Items 71.14 66.52

Less: Provision for Taxation 21.98 20.83

Profit after Tax 49.16 45.69

Add : Profit brought forward from Previous Year 81.93 46.24

Profit available for appropriation 131.08 91.93

Transfer to General Reserve 5.00 10.00

Balance carried forward to Next Year 126.08 81.93

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

BUSINESS OPERATIONS

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. The Company has registered a Gross Sales of Rs. 459.92 Lac for the year in comparison to last years'' Sale of Rs. 197.75.

The Company is in to the Business of Trading in Textile Products, Software Products, providing Inter- Corporate Deposits, to Corporate Houses and HNIs as well as investing its surplus fund in Equity Market.

FUTURE PLANS

The Current financial year was remarkable year for the Company. The Company has registered a top line growth of 132.58% for the year. This is showing a consistent performance of the Company even

in bad time. The Company has further expanded its business and has done well in spite of adverse Market scenario and tight monetary situation. Your Company is willing to continue to carry these good activities and thus to deliver to its'' investors who have shown faith in the Company.

DIVIDEND

As your Company is diversifying its business into different business segments also and the same needs huge fund, your Directors do not recommends any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Purushottam Khandelwal and Mr. Nand Kishore Fogla, Directors of your Company, retire by rotation and are due for election at the ensuring Annual General Meeting. Both Mr. Purushottam Khandelwal and Mr. Nand Kishore Fogla, being eligible, offer themselves for re-appointment.

The Board recommends the appointment of both Mr. Purushottam Khandelwal and Mr. Nand Kishore Fogla pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for the year;

3. 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software trading business as well as an Investor in Capital & Money Market, requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature of business & size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of Finance Sector, trading in Textile Goods and Software

Service Sector, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2013 By order of the Board

For Khoobsurat Limited

Registered Office :

1, R. N. Mukherjee Road,

Mezzanine Floor, Goutam Bose

Room No. 12, Kolkata-700 001 Director

Mar 31, 2012

To The Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 285.92 177.35

Profit before Tax & Extraordinary Items 66.52 45.84

Less : Provision for Taxation 20.83 14.49

Profit after Tax 45.69 31.35

Add : Profit brought forward from Previous Year 41.24 14.89

Profit available for appropriation 86.93 46.24

Transfer to General Reserve 10.00 5.00

Balance carried forward to Next Year 76.93 41.24

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained remarkable figure of around Rs. 285.92 Lac during the year.

The Company is in to the Business of Trading in Textile Products, Software Products, lending its surplus fund in Capital and Money Market as well as to lending money to Corporate and HNIs.

FUTURE PLANS

The Current financial year was remarkable year for the Company. The Company has expanded its business and has done well in spite of adverse Market scenario and tight monetary situation. The Company is willing to expand this business more and more in both Software & Textile Market apart from its activities in Capital & Money Market and thus willing to deliver to Members of the Company so as the Company give more returns in coming years.

DIVIDEND

As your Company is diversifying its business in to other segments also and the same needs lot of funding, your Directors do not recommending any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary whose turnover or net worth

(i.e. paid-up capital and free reserves exceeding 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Mangelal Joshi, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Mangelal Joshi, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Mangelal Joshi pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for the year.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software trading business as well as an Investor in Capital & Money Market, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of Finance Sector, trading in Textile Goods and Software Service Sector, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2012 By order of the Board

For Khoobsurat Limited

Registered Office :

1, R. N. Mukherjee Road,

Mezzanine Floor, Room No. 12, Goutam Bose

Kolkata-700 001 Director

Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 177.35 54.53

Profit before Tax & Extraordinary Items 45.84 29.19

Less : Provision for Taxation 14.49 9.47

Profit after Tax 31.35 19.72

Add : Profit brought forward from Previous Year 14.89 0.17

Profit available for appropriation 46.24 19.89

Transfer to General Reserve 5.00 5.00

Balance carried forward to Next Year 41.24 14.89

DIVIDEND

As the Company is diversifying its business in to other segments also and the same needs lot of funding, your Directors do not recommending any dividend for the year under review.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company was having staff strength of 15 people during the year under review however the Company is recruiting more experienced employees during financial year 2010-11. Once the process of new recruitment will be over, the Company will be able to comment on this.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REGISTERED OFFICE

The Company''s Registered Office is situated at 1, R. N. Mukherjee Road, Mezzanine Floor, Room No. 12, Kolkata-700 001

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year Mr. Purushottam Khandelwal and Mr. Mangelal Joshi have been appointed as Additional Directors (Independent) w.e.f. 10th December 2010 and Mr. Ramesh Kr. Saraswat has been resigned w.e.f. 17th December 2010.

Further during the year, Mr. Amalesh Sadhu has resigned from Board w.e.f. 2nd November 2010 who has joined Board w.e.f. 11th February 2010.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Nand Kishore Fogla, who retires by rotation and is eligible for reappointments.

None other Directors are interested in re-appointments of Mr. Nand Kishore Fogla.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that delivers efficient and seamless services across multiple channels for customer convenience. In order to retain competitive edge, technology infrastructure has been implemented wherever necessary, in alignment with business requirements.

AUDITORS

Auditors M/s. Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

STATUTORY INFORMATION

The Company being basically in the finance sector and trading in textile goods , requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of finance sector and trading in textile goods and Software Service Sector, hence the information regarding conservation of energy, Technology Absorption,

Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the Annuals Accounts, for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Kolkata, May 31, 2011 By order of the Board

For Khoobsurat Limited

Registered Office :

1, R. N. Mukherjee Road,

Mezzanine Floor, Room No. 12, Goutam Bose

Kolkata-700 001 Director

Mar 31, 2010

To The Memoers.

The Directors have pleasure in presenting the Twenty Eighth Annual Report of your Company together with the Audited Statements of Accounts tor the financial year ended March 31. 2010

(Rs in Lacs)

Financial Results Year Ended Year Ended 31.03.2010 31.03 2009

Income 54.53 44.52

Profit before Tax 4 Extraordinary Items 29.19 9.00

Less Provision tor Taxation 9.47 3.20

Profit after Tax 19.72 5.80

Profit available for appropriation after adding to its

Previous Years B/f 19.88 0.17

Appropriated as under:

Transfer to General Reserve 5.00

Balance carried forward to Next Year 14.88 0.17

Dividend

Due to inadequate profit and in order to conserve resources and to implement lis future plans. your Directors do not recommend any Dividend far the year under review

Registered Office

The Company has smiled its Registered Office Irom 29-B. Rabinda Saram. 3rd Floor, Room No 2E Kolkata - 700 073 to V R H Mukhan.ee Road, Me*anine Boor, Room No 12, Kolkata -700 001 with effect from 29th May 2010

Directors

During the year, Mr Qoutam Bose has been appointed as Additional. Non-Executive Director of the Company to broad base its Board and in order to meet requirement of Listing Agreement In farms of Composition of independent and Executive Directors.

In accordance with the requirements of the Companies Act. 1956 and as per the provisions ol Articles of Association of the Company. Mr, Ramesh Kr Saraswat is liable to retire and eligible offers himself for re-appointments in me forthcoming Annual General Meeting

Except Mr. Ramesh Kr. Saraswat himself, none of Directors is interested in his re-appointment

Further, none of the Directors of me Company are disqualified under Section 274(1 Hg) of the Companies Act 1956

Auditors

Auditors M/s Mufcesn Choudhary & Associates. Chartered Accountants. Kolkata holds the office until me conclusion of ensuing Annual General Meeting. Vour Company has received certificate from the Auditors under Section 224(1 B) of me Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed

The shareholders are requested to appoint the Auditors and t
Comments on Auditor''s Report

The notes referred to in me Auditor s Report are self explanatory and as such they do not call lor nor explanation as required under Section 217(3) of trie Companies Act. 1956

Public Deposits

Vour Company has not accepted any deposits from the Public during me year under review.

Corporate Governance

Your Company follows the pnncipies of the effective corporate governance practices The Clause 49 of Listing Agreement deals win the Corporato Governance requirements which every pubbefy listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange

A separate section on Corporate Governance forming pan of the Directors'' Report and the certificate from me Company''s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included In the Annual Report

Human Resources

The Company takes pride in the commitment competence and dedcatioo shown by Its employees in all areas of business. Various HP initiatives are taken to align trie HR policies to me growing requirements of the business

The Company has a structured induction process and management development programmes to upgrade stults of managers Objective appraisal systems are m place tor senior management system.

Statutory Information

The Company being basically in the finance sector and trading m textile goods, requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Particulars of Employees

People are the backbone of our operations It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan By far the employee''s relations have been cordial through out the year.

The Information as required by provisions of section 217(2A) of the Companies Act, 1966 read with the companies /Particular of employees) amendments rules. 1968 is reported to be NIL

Particulars under section 217 (1) (e) of the Companies Act. 1958

The Company is engaged In the business of finance sector and trading in textile goods, hence the information regarding conservation of energy. Technology Absorption, Adoption and innovation. the Information required under section 2l7(l)(e) of the Companies Act. 1966 read with the Companies I Disclosure of particulars in the Report of Board of Directors) Rules 1968 is reported to be Nil

The Company has not earned or used foreign exchange earnings/outgoings dunng the year under review

Directors Responsibility Statement

Pursuant to Section 217 (2AAI of the Companies (Amendment) Act. 2000 the Directors confirm that:

1 In the preparation of the Annuals Accounts, for the year ended 31st March 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2 The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true end fair view of the state of affairs ol the Company at the end of the financial year and of the profit of the Company for thai penod

3. The Director! had taken proper end sufficient cam tor the maintenance of adequate accounting records m accordance with the provisions of this Act for safeguarding the assets of the Company and tor preventing and detecting fraud and other irregularities

4 The Directors had prepared the annual accounts on a going concern baÂ»s

Corporate Social Responsibility |CSR

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society

Appreciation

The Board of Directors wishes to convey their appreciation to at the Company''s employees for their performance and continued support The Directors would also like to thank all the Shareholders. Consultants. Customers. Vendors, Bankers. Service Providers, and Governmental and Statutory Authorities for their continued support

Registered Office By order of the Board

1. R N Mukherjee Road For Khootosurat Limited

Mezanirte Floor. Room No 12

Kofkau - 700 001 Alok Kr Das

Dated May 29 2010 Chairman

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