Directors Report of Wisec Global Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 33^rd Directors'' Report of your Company together
with the Audited Statement of Accounts and the Report of Auditors of your company for the
financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:

a) FINANCIAL RESULTS:

(Amount in Thousands)

Particulars	Curre n t Yea r	Previous Year
Total Income	-	-
Total Expenses	28591	941
Profit (Loss) before tax	(28591)	(941)
Current Tax	-	-
Earlier years tax	-	-
Deferred Tax	-	-
Profit/(Loss) after Tax	(28591)	(941)
Net Profit Transferred to Reserves	-	-
Earnings per share Basic
Diluted	-	-

b) Highlights of the Company''s Performance for the year ended 31st March, 2024
are as under:

During the year under review, the Company has not recorded any revenue and
therefore the Company suffered a Total Loss of Rs. 2,85,91,000 as compared to the
Total Loss of Rs. 9,41,000 in the Previous Year.

c) Share Capital:

1. Authorized Share Capital:

The Authorized Share Capital as on 31st March, 2024 stood at Rs.
50,00,00,000/- (Rupees Fifty Crore only) divided into 50000000 (Five Crore)
Equity Shares of Rs. 10/- (Rupees Ten Only) each. During the year under
review there was no change reported in the authorized share capital of the
Company.

2. Paid Up Share Capital:

The company is having only 1 (One) class of share i:e, Equity Share and the
paid up capital as on 31^st March, 2024 stood at Rs. 11,65,01,000/- (Rupees
Eleven Crore Sixty Five Lakh One Thousand only) divided into 11650100
(One Crore Sixteen Lakh Fifty Thousand One Hundred) Equity Shares of Rs.
10/- (Rupees Ten Only) each. During the year under review there was no
change reported in the paid-up share capital of the Company.

(d) Transfer to Reserves in Terms of Section 134(3)(J) of The Companies Act, 2013:

The Company is suffering losses hence did not transfer any amount to the General
Reserves.

(e) Dividend:

In light of the financial performance of the Company during the Financial Year 2023-24
and the resultant losses, the Board of Directors has decided not to declare any
dividend for the year.

(f) Material Changes and Commitments, if any, affecting the financial position of
the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report:

During the year under review, the BSE Limited had imposed the SOP Fine amounting
of Rs. 43,54,794/- on the Company. On 9^th July, 2024 the Company had filed a waiver
application to the Exchange for seeking waiver from the payment of SOP Fine.

Other than those mentioned above, there were no material changes and commitments
that have occurred during the end of the financial year of the company to which the
financial statements relate and the date of the report.

2. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any deposits from the
public within the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. Changes in Directors as on the date of this report:

• Mr. Kolluru Venkata Surya Prakash (DIN:01013474) resigned from
the post of Independent Director of the Company w.e.f. 4^th
September, 2023

• On recommendation of Nomination and Remuneration Committee,
Mr. Satish Kumar Gola (DIN:00118342) was appointed as an
Additional Director in the category of Non-Executive Independent
Director of the Company w.e.f 04^th September, 2023.

Further, he was regularised as Non-Executive Independent Director
of the Company in the Annual General Meeting of the Company held
on 30^th September, 2023.

However, due to sudden demise of Mr. Satish Kumar Gola, he ceased
to be an Independent Director of the Company w.e.f. 13^th December,
2023.

• On recommendation of Nomination and Remuneration Committee,
Ms. Aliya (DIN:10461493) was appointed as an Additional Director in
the category of Non-Executive Independent Director of the Company
w.e.f 30^th March, 2024.

AFTER CLOSURE OF THE FINANCIAL YEAR, THE FOLLOWING
CHANGES HAS BEEN OCCURRED:

• Tenure of Mrs. Bhawna Sharma (DIN: 06902724) has expired on 25th
May, 2024, due to which she ceased to be an Independent Director of
the Company w.e.f 25th May, 2024.

• On recommendation of Nomination and Remuneration Committee,
Mr. Mithlesh Gupta (DIN: 10665124) was appointed as an Additional
Director in the category of Non-Executive Independent Director of the
Company w.e.f 12^th June, 2024.

• On recommendation of Nomination and Remuneration Committee,
Ms. Afrin (DIN: 10689215) was appointed as an Additional Director in
the category of Non-Executive Non-Independent Director of the
Company w.e.f 29^th June, 2024.

II. Changes in Key Managerial Personnel as on the date of this report:

• Mr. Devendra Kumar Singh was appointed as Manager of the
Company w.e.f 19^th June, 2023.

Further, due to other preoccupations, he has resigned from the post
of Manager of the Company w.e.f. 29^th June, 2024.

(b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rakesh Rampal (DIN: 01537696), retires
by rotation at this 33^rd Annual General Meeting (“AGM”) of the Company and, being
eligible, offers himself for re-appointment. Your Board has recommended his re¬
appointment.

(c) Code of conduct of Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for Directors and Senior
Management Personnel. Further, the Board of Directors and Senior Management

Personnel have fully complied with the provisions of the Code of Conduct of Board of
Directors and Senior Management of the Company during the Financial Year ended
31st March, 2024.

(d) Declaration of Independence by the Independent Directors:

A declaration has been received by the Independent Directors of your Company
confirming that they meet the criteria of Independence as prescribed under Section
149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").

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

(e) Key Managerial Personnel of the Company:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on the date of this report are Mr. Rakesh
Rampal (DIN: 01537696), Whole Time Director and Mr. Anuj Dixit, Chief Financial
Officer of the Company.

(f) Attributes, qualifications and appointment of Directors:

The Nomination and Remuneration Committee has adopted the attributes and
qualifications as provided in Section 149(6) of the Companies Act, 2013 and Rule 5 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of
Independent Directors. The Committee has also adopted the same attributes and
qualifications, to the extent applicable, in respect of Non-Independent Directors.

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

(g) Remuneration Policy:

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

(h) 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
Companies Act, 2013, SEBI Listing Regulations and the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017,
as required in terms of Section 134(3)(p) of the Companies Act, 2013. The
performance evaluation of the Board and individual Directors was based on criteria
approved by the Nomination and Remuneration Committee. The Directors expressed
their satisfaction with the overall evaluation process.

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

4. NUMBER OF BOARD MEETINGS:

Eight (8) Meetings of the Board were held during the financial year 2023-24. Details of
the same are available in the Corporate Governance Report section of the Annual
Report.

Presently, the Company has three Board Committees with the following members:

Audit Committee	Mrs. Bhawna Sharma Chairperson* Mr. Mithlesh Gupta, Chairperson** Mr. Rakesh Rampal, Member Mr. Aliya, Member
* Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased to be an Independent Director of the Company and Chairperson of the audit committee we.f 25th May, 2024. ** Mr. Mithlesh Gupta has been designated as Chairperson through election process.
Nomination and Remuneration Committee	Mrs. Bhawna Sharma, Chairperson* Mr. Aliya, Chairperson** Mr. Mithlesh Gupta, Member Ms. Afrin, Member*** Mr. Rakesh Rampal, Member****
* Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased to be an Independent Director of the Company and Chairperson of the nomination and remuneration committee we.f 25th May, 2024. ** Ms. Aliya has been designated as Chairperson through election process. *** Ms. Afrin was designated as member of the committee on 29th June, 2024 **** Mr. Rakesh Rampal ceased to be the member of the committee w.e.f 29th June, 2024. post re-constitution of NRC Committee.
Stakeholders Relationship Committee	Mrs. Bhawna Sharma, Chairperson* Mr. Rakesh Rampal, Member** Ms. Afrin, Chairperson*** Mr. Mithlesh Gupta, Member**** Ms. Aliya, Member
* Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased to be an Independent Director of the Company and Chairperson of stakeholders relationship committee we.f 25th May, 2024. ** Mr. Rakesh Rampal ceased to be the member of the committee w.e.f 12th June, 2024, post re-constitution of SRC Committee. *** Ms. Afrin has been designated as Chairperson through election process. **** Mr. Mithlesh Gupta was designated as member of the committee w.e.f 12th June, 2024.

Details of the Committee Meetings are available in the Corporate Governance Report
section of the Annual Report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i. in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudents 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;

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

iv. they have prepared the annual accounts on a going concern basis;

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

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

7. CHANGE IN NATURE OF BUSINESS:

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

However, after closure of the financial year, the Board of Directors at their meeting held
on 7^th August, 2024 has considered and approved the alteration in the main objects of

the company by inserting the following objects after the main objects of the company,
subject to the approval of the members in the ensuing Annual General Meeting of the
company:

1. To carry on the business of manufacturing, buying, selling, trading or
otherwise dealing in textiles, cotton, silk, art silk, rayon, nylon, synthetic fibers,
staple fibers, handlooms, polyester, worsted, wool, hemp and other fibre
materials, yarn, cloth, linen. rayon and other goods or merchandise whether
textile felted, netted or looped and/or ready-made garments, coverings,
coated fabrics, textiles, hosiery, upholstery and silk or merchandise of every
kind and description and to act as general merchants, agents. stockists,
distributors and suppliers of all kinds of goods

2. To provide consultancy in the field of finance, marketing, accounting,
engineering, construction, taxation, corporate laws, business process
outsourcing, human resource, planning, controlling, e-commerce,
bookkeeping, management audit, internal audit and to provide management
and advisory services of all kind.

3. To carry on the business as promoters, developers, investors of; or to
construct, erect, develop, furnish, improve, modify, alter, maintain, remove,
replace any residential flats, dwelling houses, farm houses, commercial
buildings/accommodations, PGs, offices, shops, hotels, motels, recreational
centers, and for these purposes, to purchase, sell, take on lease, or otherwise
acquire and hold any rights or interests therein or connected therewith of any
land for any tenure or description wherever situate and/or to acquire, buy, sell,
traffic, speculate any land, house, residential flats, farm houses, commercial
buildings/accommodations, shops, offices. hotels, motels, recreational
centers, or any other immovable properties of any kind, tenure, and any
interest therein for investment or resale purposes.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March, 2024, the Company does not have any Subsidiary, Associate and
Joint Venture Company.

The Company provides a gender friendly workplace and has complied with provisions
relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and constituted an Internal Complaints Committee accordingly. During the year
under review, there were no cases filed pursuant to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

There are no employees drawing remuneration during the financial year 2023-24.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as
follows:

The Ratio of the remuneration of each director and key managerial personnel to
the median remuneration of the employees of the Company for the financial year
2023-24:

S. No.	Name	Designation	Ratio
1	Mr. Rakesh Rampal	Whole Time Director	NA
2	Mrs. Bhawana Sharma1	Independent Director	NA
3	Mr. Kolluru Venkata Surya Prakash 2	Independent Director	NA
4	Mr. Satish Kumar Gola3	Indepen dent Director	NA
5	Ms. Aliya****	Independent Director	NA
6	Mr. Devendra Kumar Singh*****	Manager	NA
7	Mr. Anuj Dixit	Chief Fi nancial Officer (CFO)	NA

* After closure of the financial year, Mrs. Bhawna Sharma (DIN: 06902724)
ceased to be an Independent Director of the Company w.e.f 25^th May, 2024
due to completion of tenure.

*** Mr. Satish Kumar Gola (DIN:00118342) was appointed as an Additional
Director in the category of Non-Executive Independent Director of the
Company w.e.f 4th September, 2023. However, due to sudden demise of Mr.
Satish Kumar Gola, he ceased to be an Independent Director of the Company
w.e.f. 13^th December, 2023.

**** Ms. Aliya (DIN:10461493) was appointed as an Additional Director in the
category of Non-Executive Independent Director of the Company w.e.f 30th
March, 2024.

***** Mr. Devendra Kumar Singh was appointed as a Manager of the Company
w.e.f 19th June, 2023. After closure of the financial year, due to other
preoccupations, he has resigned from the post of Manager of the Company
w.e.f. 29th June, 2024.

Percentage increase in remuneration of each director, Chief Financial Officer,

Chief Executive Director & Company Secretary or Manager in the financial year

2023-24:

S. No.	Name	Designation	% Increase
1	Mr. Rakesh Rampal	Whole Time Director	NIL
2	Mrs. Bhawana Sharma	Independent Director	NIL
3	Mr. Kolluru Venakata Surya Prakash	In dependent Director	NIL
4	Mr. Satish Kumar Gola	In dependent Director	NIL
5	Ms. Aliya	Independent Director	NIL
6	Mr. Devendra Kumar Singh	Manager	NIL
7	Mr. Anuj Dixit	C hief Financial Officer (CFO)	NIL

• Percentage increase in Median remuneration of employees in financial
year 2023-24: There was no increase in the remuneration paid/payable to the
employees (including Directors) of the company as the company during FY
2023-24 has not provided any remuneration to its employees (including
Directors). ¹

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

Average remuneration increase for Non-Managerial Personnel of the Company
during the financial year was NIL.

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

10. LISTING INFORMATION

The Paid up shares of the Company as on 31^st March, 2024 was 11650100 out of which
7600100 Equity Shares of the Company are listed on BSE Limited (“BSE”). The
trading into the equity shares of the Company has been suspended due to Penal
reasons.

11. DEMATERIALIZATION OF SHARES:

The securities of the Company are admitted with NSDL are 3094471 equity shares,
CDSL 1672683 equity shares, Physical 6032946 equity shares and out of which
850000 equity shares are not registered with Depository, the ISIN allotted to the
Company is INE638C01015.

12. REPORT ON CORPORATE GOVERNANCE:

The report on corporate governance as stipulated in Regulation 34 read with Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
enclosed as Annexure-II to the Board''s Report.

The Certificate issued by Ms. Anuradha Malik, Company Secretary in practice as
stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015is enclosed as Annexure-II(d) to
the Board''s Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial Year 2023-24, the provisions of Section 135(1) of the Companies
Act 2013, read with the Companies (Corporate Social Responsibility Policy) Rules,
2014 are not applicable.

14. RISK MANAGEMENT:

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

15. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Board has adopted policies and procedures for governance of orderly and
efficient conduct of its business including adherence to Company''s policies,
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of
reliable financial information and its disclosures. The Company''s internal control
systems are commensurate with the nature of its business, the size and complexity of
its operations. The internal control and governance process are duly reviewed for the
adequacy and effectiveness through regular testing of key controls by management
and internal auditors. The Audit Committee reviews the internal audit findings,
provides guidance on internal controls and ensures that the internal audit
recommendations are implemented.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of investments under Section 186 of the Companies Act, 2013 have
been disclosed in the Financial Statements and forms part of the Notes to the

Standalone Financial Statements provided in this Annual Report. Further, the
company has not provided any loan or guarantee under the ambit of Section 186 of
Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS:

Our Company has not entered into any related party transaction during the financial
year under review, Hence AOC-2 is not required to be attached to the Board''s Report
for the financial year 2023-24.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /
COURT / TRIBUNALS:

During the year under review, no significant or material orders were passed by the
Regulators / Courts / Tribunals which would impact the going concern status of the
Company and its future operations.

Further, the company had applied for waiver of SOP fine imposed on the Company by
the BSE Limited.

19. EXTRACT OF ANNUAL RETURN:

Presently, the Company is not having any functional website, however the company is
in process for maintain the functional website.

20. STATUTORY AUDITORS AND AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013, read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s
MKRJ & Co., Chartered Accountants (FRN-030311N), Chartered Accountants were
appointed as Statutory Auditor of the Company for a period of 5 year in accordance
with Section 139 of Companies Act, 2013 from the conclusion of 32^nd Annual General
Meeting to hold the office till the conclusion of the 37^th Annual General Meeting of the
Company to be held in year 2028 at such remuneration plus applicable taxes, as may
be mutually agreed between the said Auditors and Board of Directors of the Company.

21. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK:

The Audit Report issued by M/s MKRJ & Co., Statutory Auditors of the Company is
self-explanatory and do not call for any further clarification or comment by the Board.

22. COST RECORDS:

The Company is not required to maintain cost records in terms of Section 148 of the
Companies Act 2013, read with the Companies (Cost and Audit) Rules, 2014.

23. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Ms. Anuradha Malik (M.NO: A60626; CoP: 27205),
Practicing Company Secretary, to undertake the Secretarial Audit of the Company, for
the Financial Year 2023-24. The Secretarial Audit Report issued by Ms. Anuradha
Malik, Practicing Company Secretary, in MR-3 is provided under Annexure-III to this
Report.

The Report issued by Ms. Anuradha Malik is self-explanatory and do not call for any
further clarification.

For rest of the qualifications the Board had Commented that since the Company had
no Company Secretary during the Financial Year 2023-24, certain compliances during
the year had been missed out / filed belatedly.

24. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF
COMPANIES ACT, 2013:

The Statutory Auditor of the Company have not reported any matter under Section
143(12) of the Companies Act, 2013.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), is
presented in a separate section forming a part of the Annual Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: The company is
implementing its internal policy for conservation of energy.

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

Capital investment on energy conservation equipment: NIL

TECHNOLOGY ABSORPTION:

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

(II) No technology was/is imported during the last 3 years reckoned from
the beginning of the Financial Year,

(III) Expenditure incurred on research and development - NIL

27. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outflow during the Financial Year 2023¬
24.

28 ESTABLISHMENT OF VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business
conduct. It ensures that it provide a respectful work environment, not only for all our
employees, but for all our external partners too. Accordingly, the Board of Directors
have formulated Whistle Blower Policy which is in compliance with the provisions of
Section177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and
contractual), directors, vendors, suppliers and other stakeholders. The helpline will
serve as an avenue for the Reporters to ''blow the whistle'' in case they come across
any unethical or fraudulent activity happening in the organization.

The Company has taken a special attention and greater emphasis on whistle blower
activities where initiatives such as campaigns, posters at prominent locations,
awareness sessions etc. were taken to encourage the employees to speak-up about
any wrong doing activities and bring the same to the notice of the Management
through whistle blower activities. The complaints under whistle blower are processed
by professionals to assure collection of accurate information and protection of the
information confidentiality. The reportable matters are disclosed to Audit Committee.
No personnel have been denied access to the Audit Committee.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR
STATUS:

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review.

30. FINANCIAL YEAR:

The Company follows the financial year commence from 1^st April and ends on 31^st
March of subsequent year.

31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH
THE REASONS THEREOF:

There are no such events occurred during the period from 1^st April, 2023 to 31^st March,
2024, thus no valuation is carried out for the one-time settlement with the Banks or
Financial Institutions.

32. AN EXPLANATION FOR THE VARIATION

(a) in the use of proceeds from the objects stated in the offer document or
explanatory statement to the notice for the general meeting, as applicable;
NOT APPLICABLE

(b) indicating category wise variation (capital expenditure, sales and
marketing, working capital etc.) between projected utilisation of funds made
by it in its offer document or explanatory statement to the notice for the
general meeting, as applicable and the actual utilisation of funds. NOT
APPLICABLE

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the
committed services by the Company''s executives, staff and workers.

By Order of Board of Directors
For Wisec Global Limited

Sd/- Sd/-

Rakesh Rampal Afrin

Whole Time Director Director

DIN: 01537696 DIN: 10689215

Wisec Global Limited Date: 7^th August, 2024

Regd. Off.: 2nd Floor NH-II C- Block, Place: Delhi

Naraiana Vihar New Delhi-110028
CIN: L74140DL1991PLC046609
E-Mail ID: [e-mail]

1

Number of permanent employees on rolls of the Company as on 31^st
March, 2024: 3 (Three)

2

Mr. Kolluru Venkata Surya Prakash (DIN:01013474) resigned from the post

3

of Independent Director of the Company w.e.f. 4^th September, 2023.

---

Mar 31, 2015

Dear Members,

The Directors present the 22nd Annual Report and the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS

Year ended Year ended 31st March, 31st March 2015 2014 (Rs. '000) (Rs. '000)

Net Sales 54985 49295

Profit Before Interest, Exchange (Gain)/ (3441) 1071 Loss on Loans, Depreciation, Amortization and Impairment, (Gain)/ Loss on sale of Investment, and Provisions

Interest 0 0

Depreciation, Amortization and Impairment 238 401

(Gain)/ Loss on sale of Investment 0 0

Provision on Bad & Doubtful debts 0 5925

Profit/(Loss) before Tax (3679) (5256)

Fringe Benefit Tax 0 0

Deferred tax 0 0

Profit/(Loss) after Tax (3679) (5256)

2. DIVIDEND

In view of the carry forward losses, no dividend has been declared for the year.

3. OPERATIONS

The business operations of the Company have grown in the normal course.

4. EXPORTS

There is no foreign earning and outgo during the year

5. R&D

Company is a non-manufacturing Company, Hence no R& D works being carried out in the company.

6. DETAILS OF SUBSIDIARY COMPANIES (FINANCIAL SUMMARY)

During the Period under review your company is not having any subsidiary.

7. CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges forms part of this report.

8. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A.

9. DIRECTORS

(a) Chairman Mr. Manoj Jain.

(b) Reappointment

Shri. Rakesh Rampal, Whole Time Director, retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

(c) Resignation and Cessation

There is no resignation or cessation of Directors during the financial year under scrutiny

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges.

10. KEY MANAGERIAL PERSONNEL'S

With the coming into effect of the Companies Act, 2013 the acting Chief Executive Officer Shri. Rakesh Rampal, Whole Time Director and Shri. KVS Prakash, Director of the Company were re-designated as the Key Managerial Personnels of the company. Ms. Komal Kalra is the Company Secretary of the Company.

11. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the performance of the Directors individually. This evaluation was done after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

14. DEPOSITS

During the year under review, the Company did not accept any deposits but it rather refunded Rs. 1,64,000 to the deposit holders. The deposits aggregating Rs. 19.01 Lacs were over due on 31.03.2015, mostly comprising the depositors who are not covered, under CLB Directions / Order of Consumer and Other Courts. Legal claims made against the Company in terms of various directions by the Honourable Company Law Board (CLB) from time to time and the orders of Consumer Courts and other Courts have been complied. The claims of remaining depositors are also being gradually honoured as and when the demand is raised by the said depositors on the Company. The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014

The Directors are making vigorous efforts including realization of old business assets and internal accruals to pay back the deposits and whosoever approaches the company is being immediately settled. The Directors proposes to take appropriate steps for repayment to the each deposit.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy that forms part of the HR Policy of the Company to deal with instances of fraud and mismanagement, if any.

16. REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors formulated the Remuneration Policy of your Company on the recommendations of the HR, Nomination and Remuneration Committee. The salient aspects of the Remuneration Policy, including appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

17. RELATED PARTY TRANSACTIONS

Company has not entered into any related party transaction during the financial year under scrutiny.

18. CORPORATE SOCIAL RESPONSIBILITY INITATIVES

Being a Company with losses or minimal profit, your company is not required to follow provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

19. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a "Risk and Operations Management Committee."

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on the Business objectives and enhance the Company's competitive advantage.

20. OPERATIONAL UPDATE

The business operations of the Company have grown in the normal course. The Company is focusing on IT enabled services, the contracts are under approval as the rates negotiation is going on.

21. OUTLOOK ON THREATS, RISK AND CONCERNS

The Company has an integrated approach to managing the risks inherent in various aspects of its business. As part of this approach, the Board of Directors is responsible for monitoring risk levels on various parameters, and the management council is responsible for ensuring implementation of mitigation measures, if required. The Audit Committee provides the overall direction on the risk management policies.

22. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Internal control environment of the Company is well established, maintained and its effectiveness is assessed regularly. These measures are in the form of procedures/processes set by the management covering all critical and important areas.

The Company has a well-defined organisation structure, authority levels, internal rules and guidelines for conducting business transactions. The management review the actual performance of the business of the Company on regular basis.

The Audit Committee met four times during the year. It reviews the status of implementation of recommendations given by internal auditors and the results of self - assessment of internal controls. It also reviewed the quarterly results, secretarial and tax compliances.

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

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

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for, preventing and detecting fraud and other irregularities;

(iv) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. AUDITORS

Statutory Audit:

M/s. SMS & Associates, Chartered Accountants, auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The requisite certificate u/s 224(1B) of the Companies Act, 1956, has been received from them. The Board recommends their re-appointment. Observations made in the Auditors' Report are self- explanatory and therefore do not call for any further explanation.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s Ujjwal Sharma & CO, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B."

25. AUDITORS' REMARKS

The Auditors' remarks on the annual accounts are selfexplanatory and do not require further comments from the Company

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS 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.

27. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

29. STATUTORY STATEMENTS

As per the requirements of the Companies Act, 2013, the following information is given in separate statements annexed hereto, which form part of this report:

a) Extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014. Annexure A.

b) Secretarial Audit Report (Form MR 3). Annexure B

30. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

31. STATUTORY INFORMATION

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors' Report for the year ended March 31,2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. 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 the Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees covered under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is neither a relative of any Director of the Company and holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

32. RESERVES

The Company did not transferred any amount to the General Reserves.

33. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board Rakesh Rampal Whole Time Director

Place: New Delhi Date: 30/08/2015

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Mar 31, 2014

The Members,

Wisec Global Limited

The Directors have pleasure in presenting the Twenty First Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2014.

FINANCIAL RESULTS

We have given below the financial highlights for the year under review: -

Year ended Year ended 31st March 31st March 2014 2013 (Rs.''000) (Rs.''000)

Net Sales 49295 37093

Profit Before Interest, Exchange (Gain)/ 44178 31133 Loss on Loans, Depreciation, Amortization and Impairment, (Gain)/ Loss on sale of Investment, and Provisions

Interest 0 0

Depreciation, Amortization and Impairment 43478 34174

(Gain)/Loss on sale of Investment 0 0

Provision on Bad & Doubtful debts 5925 1730

Profit/(Loss) before Tax (5225) (4771)

Fringe Benefit Tax 0 0

Deferred tax 0 0

Profit/(Loss) after Tax (5225) (4771)

Dividend

In view of the carry forward losses, no dividend has been declared for the year.

Operational Update

The business operations of the Company have grown in the normal course.

OUTLOOK ON THREATS, RISK AND CONCERNS

The Company has an integrated approach to managing the risks inherent in various aspects of its business. As part of this approach, the Board of Directors is responsible for monitoring risk levels on various parameters, and the management council is responsible for ensuring implementation of mitigation measures, if required. The Audit Committee provides the overall direction on the risk management policies, .

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Internal control environment of the Company is well established, maintained and its effectiveness is assessed regularly. These measures are in the form of procedures/processes set by the management covering all critical and important areas.

The Company has a well-defined organisation structure, authority levels, internal rules and guidelines for conducting business transactions. The management review the actual performance of the business of the Company on regular basis.

The Audit Committee met four times during the year. It reviews the status of implementation of recommendations given by internal auditors and the results of self - assessment of internal controls. It also reviewed the quarterly results, secretarial and tax compliances.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Tejpal Singh Chowdhury, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment. Ms. Bhawna Sharma was appointed as additional director of the company on 25th May, 2014.

PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposits but it rather refunded Rs. 50,000 to the deposit holders. The deposits aggregating Rs. 20.64 Lacs were over due on 31.03.2014, mostly comprising the depositors who are not covered, under CLB Directions / Order of Consumer and Other Courts. Legal claims made against the Company in terms of various directions by the Honourable Company Law Board (CLB) from time to time and the orders of Consumer Courts and other Courts have been complied. The claims of remaining depositors are also being gradually honoured as and when the demand is raised by the said depositors on the Company.

The Directors are making vigorous efforts including realization of old business assets and internal accruals to pay back the deposits and whosoever approaches the company is being immediately settled. The Directors proposes to take appropriate steps for repayment to the each deposit.

AUDITORS

M/s. SMS & Associates, Chartered Accountants, auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The requisite certificate u/s 224(1B) of the Companies Act, 1956, has been received from them. The Board recommends their re-appointment. Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further explanation.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirement and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report.

CODE OF CONDUCT

The Code of Conduct as adopted by the Board of Directors is applicable to all directors, senior management and employees of the company. This Code is based on fundamental principles, viz, good corporate governance and good corporate citizenship. The code covers Company''s commitment to sustainable development, concern for occupational health safety and environment a gender friendly workplace, transparency and auditability and legal compliance.

LISTING OF SECURITIES

Your company''s securities are currently listed with Bombay Stock Exchange. The Company has paid the listing fees to Bombay Stock Exchange for the financial year 2014-15.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217

As required under Section 217(2AA) of the Companies Act, 1956 Directors state that:

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

The Company had selected such accounting policies and applied them consistently and made judgements that are reasonable and prudent which gives true and fair view of affairs of the Company.

The Company had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud and irregularities.

The Company had prepared accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUT GO

Additional information on conservation of energy, technology absorption as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are not applicable as the Company is a non manufacturing Company.

There is no foreign earning and outgo during the year.

There are no employees in respect of whom information required under Section 217 (2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules 1975, is applicable.

EMPLOYEE DEVELOPMENT

Your Company treats its human resources as its most valuable assets. The Company has a continuous program of developing skills of employees through continuous upgradation of their skills.and periodical training. The management shares a very healthy relationship with its employees.

APPRECIATION

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Bankers & Financial Institution.

The Board appreciates the efforts put in by all employees for their commitment, and dedication to fulfil then- corporate duties with diligence and integrity.

Your Directors are also pleased to place on record their appreciation for the excellent support received from Dealers, Business Associates and Customers.

Your Directors also wish to place on record their gratitude towards the esteemed shareholders for reposing faith in the management of the Company.

By order of the Board for Wisec Global Limited

S/d-

Place: New Delhi RakeshRampal Dated: 12th August, 2014 Whole Time Director

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Mar 31, 2010

The Directors of your Company present their 17th Annual Report, together with the Audited Accounts for year ended on March 31, 2010.

Year ended Year ended 31st March, 2010 31st March, 2009 (Rs. 000) (Rs. 000)

Net Sales 43040 58330

Profit Before Interest, Exchange (Gain)/ Loss on Loans, Depreciation,

Amortization and Impairment, (Gain)/ Loss on sale of Investment, and Provisions (3634) 825

Interest 331 1119

Depreciation, Amortization and Impairment 827 1227

(Gain)/ Loss on sale of Investment 00 1390

Provision on Bad & Doubtful debts 638 00

Profit/(Loss) before Tax (5099) (1792)

Fringe Benefit Tax 00 (114)

Deferred tax 1100 (78)

Profit/(Loss) after Tax (3999) (1984)

Balance as per last Balance Sheet (215280) (213296)

Surplus/(Deficit) carried forward (219278) (215280)

Consolidated working results

Year ended Year ended 31st March, 2010 31st March, 2009 (Rs. 000) (Rs. 000)

Net Sales 43040 58330

Profit/(Loss) before Interest, Exchange (Gain)/ Loss (Net) on Loans, Depreciation, Amortization, Impairment and Tax (3671) 477

Interest 331 1119

Depreciation, Amortization and Impairment 827 1254

Profit/(Loss) before Tax 5108 341

Tax charge/ (Benefit) 1082 265

Profit/(Loss) after Tax (4026) 76

Balance as per last Balance Sheet (213439) (213516)

Surplus/(Deficit) carried forward (219278) (213439)

Consolidated Financial Statements

Consolidated Financial Statements for the year ended March 31st, 2010 form part of the Annual Report.

Dividend

In view of the carry forward losses, no dividend has been declared for the year.

Operational Update

The business operations of the Company have grown in the normal course. The Company is focusing on IT enabled services; the contracts are under approval as the rates negotiation is going on.

Management discussion and analysis on the operations of the Company is provided in a separate section and forms part of this report.

Subsidiaries

As required under Section 212 of the Companies Act, 1956, the audited statements of Accounts, report of the Board of Directors of Money Management Consultants (India) Private Limited and respective Auditors’ Report thereon is annexed.

Directors

Mr. KVS Prakash, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Auditors and Auditor’s Report

The auditors M/s SMS Associates, Chartered Accountants hold office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. The certificate from auditors Under Section 224 (1B) of the Companies Act, 1956, has been received. Observations made in the Auditor’s Report are self-explanatory and therefore, do not call for any further explanation.

Public Deposits

During the year under review, the Company did not accept any deposits but it rather refunded Rs.8.65 Lacs to the deposit holders. The deposits aggregating Rs. 68.21 Lacs were over due on 31.03.2010, mostly comprising the depositors who are not covered, under CLB Directions / Order of Consumer and Other Courts. Legal claims made against the Company in terms of various directions by the Honorable Company Law Board (CLB) from time to time and the orders of Consumer Courts and other Courts have been complied. The claims of remaining depositors are also being gradually honored as and when the demand is raised by the said depositors on the Company.

The Directors are making vigorous efforts including realization of old business assets and internal accruals to pay back the deposits and whosoever approaches the company is being immediately settled. The Directors proposes to take appropriate steps for repayment to the each deposit.

Statutory Disclosures

Additional information on conservation of energy, technology absorption as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are not applicable as the Company is a non manufacturing Company.

There is no foreign earning and outgo during the year.

There are no employees in respect of whom information required under Section 217 (2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules 1975, is applicable.

Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with the proper explanation related to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and on the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

Code of conduct

The Code of Conduct as adopted by the Board of Directors is applicable to all directors, senior management and employees of the company. This Code is based on fundamental principles, viz, good corporate governance and good corporate citizenship. The code covers Company’s commitment to sustainable development, concern for occupational health safety and environment a gender friendly workplace, transparency and auditability and legal compliance.

Listing of Securities

Your company’s securities are currently listed with Bombay Stock Exchange. The Company has paid the listing fees to Bombay Stock Exchange for the financial year 2010-11.

Corporate Governance

As per Clause 49 of the Listing Agreement with Stock Exchange a Management Discussion and Analysis is annexed to this report. A report on Corporate Governance together with Auditors Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

Acknowledgement

Your Directors wish to thank all stakeholders business partners and employees, your Company’s bankers, financial institutions, medical professional and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Place: New Delhi Rakesh Rampal

Date: 25.06.2010 Whole Time Director

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Mar 31, 2009

The Directors of your Company present their 16th Annual Report, together with the Audited Accounts for year ended on March 31, 2009.

Financial

During the year, the Company achieved Income from Operations amounting to Rs. 583.30 Lacs (previous year Rs. 472.11 Lacs). The Profit & Loss Account shows the loss of Rs.19.84 Lacs (previous year Rs. 4.72 Lacs).

Dividend

In view of Companys performance, the Board does not recommend any dividend.

Operational Update

The business operations of the Company have grown in the normal course. The implementation of the Biotech Pharma Project of the Company at Bhiwadi, Rajasthan has got delayed since the planned means of finance including fresh issue of capital could not be arranged in time. Necessary efforts, however, are being made to expedite the implementation as much as possible within limited resources available at the disposal of the Company.

Subsidiaries

As required under Section 212 of the Companies Act, 1956, the audited statements of Accounts, report of the Board of Directors of Money Management Consultants (India) Private Limited and respective Auditors Report thereon is annexed.

Directors

Dr. Ashok K. Mittal, Mr. S.K. Soni and Mr. Amar Mitlal had stepped down as Director of the Company we f. October 13th 2009. the directors place on record their appreciation and the valuable services rendered by Dr. Ashok K Mitta), Mr. S.K. Soni and Mr. Amar Mittal, during their tenure.

Dr. Manoj Kumar Jain retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves forre-appoinlmenl.

Auditors and Auditors Report

The auditors M/s SMS Associates, Chartered Accountants hold office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. The certificate from auditors Under Section 224 (1B) of the Companies Aci, 1956, has been received. Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

Public Deposits

During the year under review, the Company did not accept any deposits but it rather refunded Rs.7.86 Lacs to the deposit holders. The deposits aggregating Rs. .76.86 Lacs were over due on 31.03.2009, mostly comprising the depositors who are not covered, under CLB Directions /Order of Consumer and Other Courts. Legal claims made against the Company in terms of various directions by the Honble Company Law Board (CLB) from time to time and the orders of Consumer Courts and other Courts have been complied The claims of remaining depositors are also being gradually honoured as and when the demand is raised by the said depositors on the Company.

The Directors are making vigorous efforts including realization of old business assets and internal accruals to pay back the deposits and whosoever approaches the company is being immediately settled. The Directors proposes to take appropriate steps for repayment to the each deposits.

Statutory Disclosures

Additional information on conservation of energy, technology absorption as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are not applicable as the Company is a non manufacturing Company.

There is no foreign earning and outgo during the year.

There are no employees in respect of whom information required under Section 217 (2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules 1975, is applicable.

Responsibility Statement

The Board of Directors of the Company confirms in respect of the financial year under review that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

II. The selected accounting policies were applied consistently and the Direciors 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, 2009 and of the profit of the Company for the year ended on that date;

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

IV. The annual accounts have been prepared on a going concern basis.

Code of conduct

The Code of Conduct as adopted by the Board of Directors is applicable to all directors, senior management and employees of the company. This Code is based on fundamental principles, viz, good corporate governance and good corporate citizenship. The code covers Companys commitment to sustainable development, concern for occupational health safety and environment a gender friendly workplace, transparency and auditability and legal compliance.

Listing of Securities

Your companys securities are currently listed with Bombay Stock Exchange. The Company has paid the listing fees to Bombay Stock Exchange for the financial year 2009-2010.

Corporate Governance

As per Clause 49 of the Listing Agreement with Stock Exchange a Management Discussion and Analysis is annexed to this report. A report on Corporate Governance together with Auditors Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

Acknowledgement

The Directors place on record their appreciation for the cooperation and support extended by the bankers, clients, distributers and members of the Company. The Directors also thank the employees for their sincere efforts and hard work.

For and on behalf of the Board of Directors

Place; New Delhi Rakesh Rampal

Date: 31.07.2009 Whole Time Director