డైరెక్టర్ల నివేదిక GIR Natureview Resorts Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 15^th Annual Report of the Company together with
the Audited Statements of Accounts for the financial year ended 31^st March, 2024:

FINANCIAL SUMMARY

The Company''s financial performance, for the year ended March 31^st 2024 is summarized below:
The Board''s Report is prepared based on the stand-alone financial statements of the company.

Amount in Rs.

Particulars	Year ended 31/03/2024	Year ended 31/03/2023
Income from Operations	6,18,76,512	12,54,600
Other Income	-	--
TOTAL INCOME	6,18,76,512	12,54,600
Total Expenditure (Excl. Dep. & Int.)	6,06,97,812	(9,81,64,910)
Profit and (Loss) before Depreciation and Tax	5,07,150	(9,69,10,310)
Less: Depreciation	8,42,925	(9,90,829)
Finance Cost	-	-
PROFIT BEFORE EXCEPTIONAL ITEMS	3,35,775	(3,20,73,962)
Less: Exceptional Items
PROFIT BEFORE TAX	3,35,775	(9,79,01,139)
Less: Provision for Tax		-
- Current Tax	40,307	-
- Deferred Tax	29,591	14,523
- Excess provision of earlier year written back		-
- Adjustment of MAT		-
PROFIT AND (LOSS) AFTER TAX	2,65,876	(9,79,15,662)

State of Company''s Affairs:

HIGHLIGHTS

During the year under review the Company has earned net revenue of Rs. 6,18,76,512/-as compared
to net revenue of Rs. 12,54,600 /- in the previous year. Total expenses (excluding depreciation &
amortization and finance costs) incurred during the year was at Rs. 6,06,97,812/- as compared to
Rs. (9,81,64,910)/- in the previous year. The Profit and (Loss) after tax was at Rs. 2,65,876/- as
compared to Rs (9,79,15,662)/- reported in the previous year.

DIVIDEND

Your directors are constrained not to recommend any dividend for the year under report.
TRANSFER TO RESERVES

Your directors find it prudent not to transfer any amount to general reserve.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information
placed before them, the Directors state that:

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

> Appropriate accounting policies have been selected and applied consistently, and the judgments
and estimates that have been made are reasonable and prudent as to give a true and fair view of the
state of affairs of the Company as at 31^stMarch, 2024 and of the Loss of the Company for the said
period;

> Proper and sufficient care has been taken 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;

> The annual accounts have been prepared on a going concern basis;

> The internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

> There is a proper system to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

SHARE CAPITAL

During the year under review, there was no change in the capital structure of the Company.
CHANGE OF THE REGISTERED OFFICE OF THE COMPANY
During the year company no change in registered office.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is
appended as ANNEXURE I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013.

The Board at present comprises of:

Sr. No.	Name	Designation	Appointment /Cessation
1	Mr. Gaurang Ajitbhai Shah	Chief Financial Officer (CFO)	Mr. Gaurang Ajitbhai Shahhas been appointed as an Chief Financial Officer (CFO) of the Company w.e.f 13thMarch 2015.
2.	Mr. Dhaval V Shah	Independent Director	Mr. Dhaval V Shah has been appointed as an Independent Non¬ executive director of the Company w.e.f 14thDecember 2018.
3	Mr. Pratap Shetty	Independent Non¬ executive Director	Mr. Pratap Shetty (DIN:08721519) has been appointed as an Independent Non¬ executive director of the Company w.e.f 2nd September 2020.
4	Mrs. Sadhvi Mane	Independent Non¬ executive Director	Mrs. Sadhvi Mane has been appointed as an Independent Non¬ executive Director of the Company w.e.f 2nd September 2020
5	Mr. Sanjay Janardan Deokar	Independent Director	Mr. Sanjay Janardan Deokar has been appointed as an Independent Non-executive Director of the Company w.e. f23rdApril 2022
6	Mr. Vijay Shankar Baraskar	Independent Director	Mr. Vijay Shankar Baraskar has been appointed as an Independent Non¬ executive Director of the Company w.e.f 23rdApril 2022 .
7	Mr. Vikas Babu Pawar	executive Director	Mr. Vikas Babu Pawar has been appointed as an executive Director of the Company w.e.f 23rd May 2022.
8	Mr. Aniket Vijay Gangurde	executive Director	Mr. Aniket Vijay Gangurdehas been appointed as an executive Director of the Company w.e.f 23rd May 2022.

	Ms. Pratibha Kumari	Company Secretary	(resigned w.e.f. 30th April,
9	Bharadia		2024)

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there was no application made or proceedings pending in the name
of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the company''s policies and strategy
apart from other Board matters. The intervening gap between the two consecutive meetings did not
exceed 120 days as prescribed under the Companies Act, 2013.

During the year under reference, 3 (Three) Board meetings were dated 29^th May, 2023, 05^th
September, 2023, and 11^th November,2023.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Company during the period
under review.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. The details of this Policy are given in ANNEXURE II to this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, company have changed in the nature of Business. Company is doing
Marketing business with food and accumulation business.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
evaluation of its own performance, the directors individually, as well as the evaluation of the
working of its committees. The Company has devised questionnaire to evaluate the performances
of each of Executive and Independent Directors. Such questions are prepared considering the
business of the Company and the expectations that the Board have from each of the Directors. The

evaluation framework for assessing the performance of Directors comprises of the following key
areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its
performance;

iv. Providing perspectives and feedback going beyond in form action provided by the management.
STATUTORY AUDITORS

The Statutory Auditors, M/s. Shailesh Pandey& Co, Chartered Accountants, Mumbai (Firm Reg. No
133595W), Mumbai, were appointed as the Statutory Auditors of the Company in the 12^th Annual
General Meeting held for the financial year ended 31^st March, 2021 for a period of Consecutive
Five(5) Years upto the conclusion of the 17^th Annual General Meeting for the financial year ended
31^st March, 2026. The Statutory Auditors have confirmed their eligibility pursuant to section 139 of
the Companies Act 2013.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shailesh
Pandey & Co, Chartered Accountants, Mumbai (Firm Reg. No 133595W), Statutory Auditors, in their
Report on the accounts of the Company for the year under reference. The observations made by
them in their Report are self-explanatory and do not call for any further clarifications from the
Board.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh
Gupta & Co., Company Secretary in Practice, to conduct the Secretarial Audit for the financial year
2023-24. The Secretarial Audit Report as received from Mr. Brajesh Gupta is appended to this
Report as Annexure III.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, There is no change in constituted of
Committees. There are currently three Committees of the Board, as follows:

AUDIT COMMITTEE

The composition of the audit committee and the details of meetings attended by its members are
given below, Meeting held on 29^th May, 2023, 05^th September, 2023, and 11^th November,2023.

The Audit Committee consists of the following members:

Name of the Director

Status in Committee

Nature of Directorship

Mrs. Sadhvi Mane	Chairperson	Non- Executive Independent Director
Mr. Pratap Shetty	Member	Non- Executive Independent Director
Mr. Vikas Babu Pawar	Member	Executive Director

None of the recommendations made by the Audit Committee were rejected by the Board.
NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration committee and the details of meetings
attended by it members are given below: meeting held on 05^th September, 2023

The Nomination and Remuneration Committee consists of the following members:

Name of the Director	Status in Committee	Nature of Directorship
Dhaval Shah	Chairperson	Non-Executive Independent Director
Mrs. Sadhvi Mane	Member	Non-Executive Independent Director
Mr. Pratap Shetty	Member	Non-Executive Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee met twice during the financial year 2023-2024 as on 05^th
September, 2023, and 11^th November,2023

The Stakeholders Relationship Committee consists of the following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Sanjay Janardan Deokar	Member	Non-Executive Independent Director
Mrs. Sadhvi Mane	Member	Non-Executive Independent Director
Mr. Pratap Shetty	Chairperson	Non-Executive Independent Director

DECLARATION BY INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the
Act. Mr. Dhaval V Shah, Mr. Pratap D Shetty, Mrs. Sadhvi Mane , Mr. Sanjay Janardan Deokar and Mr.
Vijay Shankar Baraskar have submitted a declaration that all of them meet the criteria of
Independence.

The Independent Directors of your Company have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the provisions of Section 149(7)
of the Companies Act, 2013 as well as under regulation 16(1)(b) of SEBI (LODR) Regulation, 2015
and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified
in the Companies Act, 2013 making them eligible to act as Independent Directors.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments 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.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under
the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial
Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s length basis. The particulars
of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in
Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the
Companies Act, 2013, is appended as Annexure IV.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy
and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing
activity, issues relating to technology absorption are not quite relevant to its functioning.

During the year under consideration the Company has spent/incurred foreign exchange equivalent
to Rs. Nil. There are no foreign exchange earnings during the year.

RISKS MANAGEMENT POLICY AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is
being carried out to identify, evaluate, manage and monitoring of both business and non-business
risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate

the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon
offering improved products through technology innovation and productivity. The Company
continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate
with the size of the Company. However, Company is trying to strengthen the same. The details of
the risks faced by the Company and the mitigation thereof are discussed in detail in the Management
Discussion and Analysis Report that forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year
under reference.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company does not have any Subsidiary, Joint Venture, Associate Company or LLPs during the
year under review.

DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES
ACT2013

The Company has not accepted any public deposits and as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013

During the year under review your Company has not accepted Deposits which are not in compliance
with the requirements under Chapter V of Companies Act, 2013.

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

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

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and
complexity of its operations. The Audit Committee has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives. The Audit Committee has a process
for timely check for compliance with the operating systems, accounting procedures and policies.
Major risks identified by the businesses and functions are systematically addressed through
mitigating action on continuing basis.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM/CODE OFCONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the
Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to
report their genuine concerns actual or suspected fraud or violation of the Company''s code of
conduct. The said mechanism also provides for adequate safeguards against victimization of the
persons who use such mechanism and makes provision for direct access to the chairperson of the
Audit Committee. We confirm that during the financial year 2023-2024, no employee of the
Company was denied access to the Audit Committee. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and takes appropriate action to
ensure that the requisite standards of professional and ethical conduct are always upheld.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day-to-day business operations of the company. The
Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings
/behaviors of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed
by the Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected behaviour from an
employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the
Code. All Management Staff were given appropriate training in this regard.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION &REDRESSAL)ACT2013

Your Company is committed to creating and maintaining an atmosphere in which employees can
work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the
Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) was set up to redress complaints received regarding sexual
harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this
policy.

POSTALBALLOT:

No Postal ballot was conducted by the company during the year 2023-24.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been
adhering to the directions and guideline, as required and if applicable on the Companies size and
type as per Regulations 15 of SEBI (LODR), Regulation,2015 the Corporate Governance is not
applicable on SME Listed Companies..

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation
17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to
this report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other details as required under the Act and the above
Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2023-24, ratio of the
remuneration of each Director to the median remuneration of the employees of the Company for
the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company, have been appended to this Report as Annexure-
V.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation and sincere thanks to the State
Governments, Government agencies, Banks & Financial Institutions, customers, shareholders,

vendors and other related organizations, who through their continued support and co-operation
have helped, as partners in your Company''s progress. Your directors, also acknowledge the hard
work, dedication and commitment of the employees.

The Directors would also like to thank National Stock Exchange of India Ltd. and our Registrar and
Share Transfer Agent Adroit Corporate Services Private Limited for their co-operation.

For & on behalf of the Board
Gir Natureview Resorts Limited
Sd/- Sd/-

Aniket Vijay Gangurde Vikas Babu Pawar

Director Director

DIN-09573619 09572053

Place: Mumbai
Date: 26^th August, 2024