To,

The Members,

Your Directors hereby present their 61st Annual Report on the business
and operations of the Company together with the audited Statements of the accounts for the
year ended on 31st March, 2023.

SUMMARY OF FINANCIAL PERFORMANCE (Amt. in Thousands)


  

    

    
Year Ended
    
Year Ended
  
  

    

    
31-03-2023
    
31-03-2022
  
  

    
Total Revenue
    
16,295.35
    
55,333.53
  
  

    
Less: Expenses
    
2,170.35
    
49,131.22
  
  

    
Profit /(Loss) before Depreciation, Amortisation and Tax
    
14,125.00
    
6,202.30
  
  

    
Less : Depreciation, Amortization
    
-
    
-
  
  

    
Profit Before tax
    
14,125
    
6.202.30
  
  

    
Less : Current Tax
    
50
    
1,550.00
  
  

    
Less : Short/ Excess Provision of Tax in previous years
    
(1,550)
    

  
  

    
Profit/(Loss) After Tax
    
15,625.00
    
4652.30
  




DIVIDEND:

Your Directors have not recommended any dividend.

DIRECTORS? RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors, to
the best of their knowledge, confirms that -

a) in the preparation of the accounts the applicable accounting
standards have been followed along with proper explanations relating to material
departure;

b) appropriate accounting policies have been selected and applied
consistently and have 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;

c) 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;

d) the annual accounts have been prepared on a going concern basis;

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

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

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directors? Report
and Management Discussion & Analysis, the Board of Directors of your Company has
presented the composite summary of performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company has not done any business during the year under review.
Your Directors are actively considering various avenues of business. However, the Company
earned an income in form of professional fees and commission during the year under review.

REGULATIONS

Your Company is complying with various applicable laws and regulations.

PERFORMANCE

During the year under review, your Company earned Rs.16,295.35 thousand
in form of other income, which mainly comprises of professional fees and commission. The
Company made a pre-tax profit of Rs.14,125 thousand as against a profit of Rs.6,202.30
thousand in the previous year.

Your Directors do not propose to transfer any amount to general
reserves.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the
financial position of the Company between the end of the financial year to which the
financial statements relate and the date of this report.

OPPORTUNITY AND THREATS

Your Directors are actively considering various options and avenues to
commence the business.

Indian economy is staging a broad based recovery across sector. The
Government of India has continued its thrusts on structural reforms to raise India?s
potential growth. Our economy is staging a broad based recovery across sector. Future
capital spending of the government in the economy is expected to boost the small and
medium enterprises.

The global microeconomic environment continues to be confronted with
myriad challenges; these includes continuing impact of the Russia-Ukraine conflict, global
inflation remaining sticky and at elevated level, recessional pressures in most advanced
economies, specter of stress in financial sector and the cost of leaving crisis in several
economies, especially in near term.

FUTURE OUTLOOK

The government of India has continued its thrust on structural reforms
to raise India?s potential growth. Various stimulus being provided by the Government
to sustain the growth and measures to

control the rising prices of commodities will show the results in long
to medium terms. Your Directors look forward a better future of your Company.

SUBSIDIARY

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or
joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE

Provisions of para C, D and E of Schedule V of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your
Company. Hence, report on Corporate Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT

The Company has not given any loan or made investment nor has given any
guarantee or provided security during the financial year under review.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public, its
shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES

In absence of any business activity, the Company did not enter into any
material contract/arrangements with related parties, except acceptance/repayment of loans
raised from the Directors. Since all such transactions with the related parties entered
into by the Company were in ordinary course of business and were on arm?s length
basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity,
information as required under the provisions of Section 143(3)(m) of the Act is not
furnished. During the year, the Company neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Jenish Arvind Patel resigned from the
Company on 19th January, 2023 as an Independent Director. At present, Board of
Directors comprises of three Directors viz. Mr. Sandeep P Shah, Mrs. Alpa Vinesh Shah and
Mr. Nirav V. Shah (Independent).

To comply with the Articles of Association of the Company and the
Companies Act, 2013, Mrs. Alpa Vinesh Shah (DIN: 09388780) shall retire by rotation in the
forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

The Company had the following personnel as the Key Managerial Personnel
(KMP) under Section 203 of the Companies Act, 2013 as on 31st March, 2023:

1. Mr. Dhirajprasad Vaishnaav, Chief Executive Officer (upto
03/06/2023)

2. Ms. Chaitali Viral Shah, Chief Finance Officer

3. Mr. Rohit Nawal, Company Secretary.

During the year under review, none of the non-executive directors had
any pecuniary relationship or transactions with the Company.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they
meet the criteria of independence as laid down under Section 149 (6) of the Companies Act,
2013.

AUDIT COMMITTEE

The Committee presently comprises of, Mr. Nirav V. Shah; Independent
Director, Mrs. Alpa V. Shah, Director and Mr. Sandeep P. Shah, Director. All the members
of the Committee are having financial and accounting knowledge. The Committee met 4 times
during the financial year 2022-23.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee presently comprises of Mr.
Nirav V. Shah, Mrs. Alpa V. Shah, and Mr. Sandeep P. Shah, all non-Executive Directors.
The Committee met once during the financial year under review.

The Nomination and Remuneration Policy recommended by the Nomination
& Remuneration Committee is duly approved and adopted by the Board of Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders? Relationship Committee consists of three members
viz. Mr. Nirav V. Shah, Mr. Sandeep Shah and Mrs. Alpa V. Shah as its members. The
Committee mainly looks into redressal of shareholders and investors grievances with
respect to transfer of shares, dematerialization of shares, non-receipt of annual report
or declared dividend, etc. The shareholders? grievances committee met once during the
year. During the year ended 31st March, 2023, the Company did not receive any
complaint from any of its members.

BOARD MEETINGS

Four meetings of the Board were held during the year under review. One
meeting of the Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of
Directors had done the annual evaluation of its own performance, its committees and
individual directors. The Nomination and Remuneration Committee reviewed the performance
of the individual directors on the basis of criteria such as the contribution of the
individual director to the Board and committee meetings.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in
Section 135(1) of the Companies Act, 2013 and as such the provisions of Section 135 of the
Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are
not applicable.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of
product, proper accounting as per norms and standards prescribed, asset maintenance and
its proper use. The Company has an independent internal auditor, who periodically reviews
the accounts and reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business
and all out efforts are made to mitigate the risk with appropriate action. All the assets
of the Company are adequately covered by comprehensive insurance.

EMPLOYEE

Relations between the management and employees were cordial through-out
the year.

The Company had only three employees during the year under review,
namely Chief Executive Officer (CEO), Chief Finance Officer (CFO) and Company Secretary
(CS).

Information required under Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel)
Rule, 2014, and forming part of Directors? Report for the year ended 31st March, 2023
is given in a separate annexure 1 to this report.

AUDITORS

According to Directors, there are no adverse remarks made by Statutory
Auditors in their report. Notes to the accounts are self explanatory to
comments/observation made by the auditors in their report. Hence, no separate explanation
is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors
of your Company, were appointed as Statutory Auditors by the members of the Company in
their 56th Annual General Meeting held on 26th September, 2018 for
consecutive period of five years till the conclusion of 61st Annual General
Meeting of the Company. Accordingly, tenure of statutory auditors shall expire at the
ensuing 61st Annual General Meeting. M/s. Kochar & Associates, Chartered
Accountants, are eligible for an another term of five years. The Company has received from
them a certificate that their appointment if made, shall be in accordance with the
conditions prescribed under Rule 4 of the Companies (Audit & Auditors) Rules, 2014 as
well as shall satisfy the criteria provided in Section 142 of the Companies Act,2013. The
Audit Committee have also recommended the re-appointment of M/s. Kochar & Associates.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra C.
Shukla, Practicing Company Secretary for the financial year 2022-23. The report on the
Secretarial Audit is appended as Annexure 2 to this report. According to the Board of
Directors the report does not have any adverse remark.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the
going concern status and company?s operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of
the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31st
March, 2023 is placed on the website of the Company at www.modellawoolens.com

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of
fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors
and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was
reported to the Board of Directors.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act,2013 your Company has duly constituted an
internal complaint committee. The Committee has formulated a policy to ensure protection
to its female employees.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to
Management Discussion and Analysis may constitute forward looking statements within the
meaning of applicable laws and regulations. Although the expectations are based on the
reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

The Directors wish to place on record their deep sense of appreciation
to the Company?s Bankers, all the employees for their unstinted support. Your
directors also wish to thank the shareholders for confidence reposed in the management of
the Company.


  

    

    
For and on behalf of the Board
  
  

    

    
Sd/-
  
  

    

    
(SANDEEP P. SHAH)
  
  

    
Mumbai,
    
CHAIRMAN
  
  

    
Date: 24.07.2023
    
DIN : 00368350