Equity Analysis

Your Company's Directors are pleased to present the 38^th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31^st March, 2023.

A summary of the Company's financial performance during the financial year:

During the year under review, there was no business activity carried on by the Company.

Mr. Pradeep Kumar Sethy became the promoter of the Company w.e.f. FY 2011-12 post completion of the open offer process under the SEBI Takeover Code, 1997.

Post the same, there was a Governmental inquiry against the Artha Tatwa Group of our promoter Mr. Pradeep Kumar Sethy leading to inter alia the arrest of Mr. Pradeep Kumar Sethy. BSE Limited thereafter suspended the trading of the securities of the Company from BSE Limited vide BSE's notice number 20131205-19 dated 5^th December, 2013 due to failure to comply with various provisions of the Listing Agreement.

On August 5, 2014, the minority public shareholders of the Company held an Extra Ordinary General Meeting of the Company under Section 100 of the Companies Act, 2013 where new directors were appointed as Directors to ensure compliance with laws.

The Company has received communication ref. no. F. No. ECIR/04/BBSZO/2014 dated 12^th January, 2015 from the Directorate of Enforcement, Foreign Exchange Management Act and Prevention of Money Laundering Act, Bhubaneshwar Sub-Zonal Office, contents reproduced as under:

It is understood that current promoter Mr. Pradeep Kumar Sethy is in jail and is not in touch with the current management. Dividend

Your Directors do not recommend any dividend for the year under review due to losses incurred by the Company.

During the year, there was no business activity was carried out by the Company hence, there was no change in the nature of business activity of the Company

The Company has transferred Rs. Nil to Reserves for the financial year ended 31^st March, 2023.

Authorised Share capital of the Company is Rs. 1,00,00,000/- divided into 10,00,000 Equity shares of Rs. 10/- each. Paid up Share capital of the Company for the year ended 31^st March, 2023 is Rs. 24,50,000/- divided into 2,45,000 Equity shares of Rs. 10/- each.

There has been no change in the capital of the Company during the year under review.

There are no material changes and or commitments affecting the financial position of the Company, between the end of the financial year, i.e. 31^st March, 2023 and the date of the report.

The Annual Return of the Company in the prescribed Form MGT-7, is being made available on the website of the Company at http://www.yashtradingfinance.com/index. php

Pursuant to the Companies (Management and Administration) Amendment Rules, 2021 requirement to attach extract of Annual Return in form MGT-9 is omitted and thus not made available.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. MAKK & Co. (Formerly known as M/s. R. Jaitlia & Co.), Chartered Accountants as Internal Auditors to conduct Internal Audit of records and documents of the Company for the financial year 2022-23. The Internal Auditors of the Company checks and verifies these internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate financial systems and procedures commensurate with its size and nature of its business.

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of ‘Nil' and incurred the Foreign Exchange outgo of ‘Nil'.

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

During the year there was no Related Party Transactions that were entered into during the financial year were on arm's length and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders' approval. Loans taken from past director Mr. Bharat Bagri when he was director has been fully repaid in this year. However, this is not a related party transaction since at the time of return of loan he was not director.

As the paid up equity share capital of the Company is less than Rs. 10 Crore and net worth is less than Rs. 25 Crore, as on the last day of the previous financial year, regulations of SEBI (LODR), 2015, specifically dealing with Related Party Transactions are not applicable.

M/s. Bhatter & Co., Chartered Accountants (ICAI Firm Registration No.: 131092W), were appointed as the Statutory Auditors at the 37^th Annual General Meeting of the Company held on September 30, 2022 for a period of five years i.e. from financial year 2022-23 to financial year 2026-27, to hold office till the conclusion of the 42^nd Annual General Meeting of the Company.

In terms of Section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018, the requirement for ratification of appointment of Statutory Auditors by Members at every Annual General Meeting has been omitted and accordingly, Members' approval is not required for ratification of their appointment annually.

The Auditors' Report for the financial year 2022-23 does not contain any adverse remarks, qualifications or reservations or disclaimers, which require explanations/comments by the Board.

The observations made in the Auditors report read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 134 of the Companies Act, 2013.

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. MAKK & Co. (Formerly Known as M/s. R. Jaitlia & Co.), Chartered Accountants as Internal Auditors on 13^th May, 2022 to conduct Internal Audit of records and documents of the Company for the financial year 2022-23.

Ms. Sonam Jain, Practising Company Secretary (Membership No. 31862 and Certificate of Practice No. 12402) is the Secretarial Auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulations and Guidelines etc.

The Secretarial Audit Report is included as Annexure-I and forms an integral part of this report.

Since the Company does not have paid up equity share capital exceeding Rs.10 Crore and Net Worth exceeding Rs.25 Crore, compliance with Regulations 17 to 27, Regulation 46(2)(b) to 46(2)(i) and para C, D and E of Schedule V, are not applicable to the Company.

As the paid up equity share capital of the Company is less than Rs. 10 Crore and net worth is less than Rs. 25 Crore, as on the last day of the previous financial year, regulations of SEBI (LODR), 2015, specifically dealing with constitution of Board & committees thereof, KMP, corporate governance requirements etc, are not applicable

Board of the Company is duly constituted in compliance with Section 149 of the Companies Act, 2013 read with rules made thereunder. All the Directors of the Company are resident of India.

In compliance with Chapter XI - Appointment and Qualifications of Directors and Chapter XIII - Appointment and Remuneration of Managerial Personnel read with rules made thereunder and Schedule IV - Code for Independent Directors, Company have appointed Ms. Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent Directors to hold office for a term of 5 consecutive years not liable to retire by rotation, on the Board of your Company. The current term of Ms. Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent Directors of the Company will be ending on 25^th September, 2024.

Company is in receipt of “Declaration of Independence” for the financial year 2022-23, as prescribed under 149(7), stating that the Independent Directors meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

Independent Directors of the Company have successfully cleared the ‘Online Proficiency Self-Assessment'' as required under Ministry of Corporate Affairs vide its notification dated 22^nd October, 2019 has issued the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In compliance with Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Ms. Jyoti Budhia (DIN: 00332044) is appointed as woman director on the Board of the Company.

Mr. Sadiq Patel (DIN: 06911684) is reappointed as Whole time Director in compliance with section 202, 203, 196 and 197 of the Companies Act, 2013 read with rules made thereunder for a term of 5 years ending 29 ^th September, 2025.

Mr. Dinesh Mundhra (DIN: 00389283) is a Non-Executive Director on the Board of the Company. In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dinesh Mundhra retires from the Board by rotation, and being eligible, offers himself for re-appointment.

Pursuant to section 152(6) of the Companies Act, 2013 2/3^rd of total number of directors of public company are liable to retire by rotation.

Apart from the above, there are no changes in the composition of Board of Directors during the financial year 2022-23.

In compliance with Section 204 of the Companies Act, 2013 read with rules made thereunder and Regulation 6 of SEBI (LODR), 2015, Mr. Sadiq Patel is appointed as Whole Time Director and Ms. Kavita Akshay Chhajer as Company Secretary and Compliance officer, of the Company w.e.f 01^st April, 2023 in place of Ms. Krisha Mehta, Company Secretary and Compliance office of the Company who has resigned from the Company w.e.f. 07^th October, 2022.

Pursuant to change in Board of Directors of the Company, the Audit Committee of your Company composes of the following members:

Four meetings of the Board were held during the year on 13^th May, 2022, 29^th July, 2022, 21^st October, 2022 and 20^th January, 2023.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Rules framed thereunder read with the Secretarial Standards on Meetings of the Board of Directors.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the profit of the Company for that period;

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the annual accounts on a going concern basis;

• The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

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

• Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants 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 the financial year 2022-23.

The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year are as follows:

Note: In view of losses incurred by the Company during the year, the Whole Time Director has foregone his remuneration for the financial year ended 2022-23.

There is no employee covered under the provisions of Section 197(14) of the Act.

Ms. Kavita Akshay Chhajer, Company Secretary and Compliance Officer is the only permanent employee on the pay roll of the Company, and hence disclosure under Rule 5(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable for the Company.

It is affirmed that the remuneration is as per the remuneration policy of the Company.

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. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board proce sses, 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is stated in Annexure-II of this report.

The Company has not accepted any deposits from public within the definition of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

The Company has adopted a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The provisions of this policy which is uploaded on the Company's website are in line with the provisions of Section 177 (9) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/Listing Agreement.

There is no top ten employee in the Company in terms of remuneration drawn and employee drawing remuneration of Rs.1,02,00,000 per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company is currently listed on BSE Limited under scrip code 512345 and under scrip id YASTF. Your Company has paid Annual listing fee for the financial year 2022-23 to the abovementioned exchange.

During the year under review, maintenance of cost records has not been specified for your Company by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

During the year under review, your Company has not made application under the Insolvency and Bankruptcy Code, 2016 and no proceeding was pending under the said code.

There was no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions as there was no one time settlement and the valuation done during the year.

The criteria prescribed for the applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not applicable to your Company.

The Management Discussion and Analysis Report for the financial year under review, as per Regulation 34(2)(e) of the SEBI Listing Regulation is presented in a separate section forming part of this Annual Report.

No new significant and material orders have been passed by the regulators or courts during the financial year.

The disclosure on the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to your Company.

The Company does not have any Subsidiaries, Associates and Joint ventures.

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors Yash Trading and Finance Limited