డైరెక్టర్ల నివేదిక Likhami Consulting Ltd.

Mar 31, 2025

The Board of Directors have the pleasure in presenting the Companies 43^rd Annual Report together with the
Audited Financial Statements for the financial year ended 31^st March, 2025 along with the Auditor''s
Report thereon. The financial highlights of the Company for F.Y. 2024-2025 are given below:

Financial Results:-

Particulars	31st March, 2025	31st March, 2024
Income	67.70	63.02
Less: Expenses	37.61	41.62
Profit before T axation	30.09	21.40
Less: Taxation	8.22	5.59
Profit after Taxation	21.87	15.81

Performance:-

The total revenue for the financial year under review is Rs 67.70 Lakh against Rs. 63.02 Lakh in previous
year. The Net Profit after taxation generated by the company during the year under review was Rs 21.87
Lakh as compared to Rs. 15.81 Lakh during the previous year.

Operation:-

The Company has been continuously focusing on its existing line of business to improve its profitability in
near future.

Dividend:-

Your Company intends to conserve available resources to invest in the growth of the business and pursue
strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:-

In compliance with the provisions of Section 125 of the Companies Act, 2013, as at 31^st March 2025
Company has not recommended the dividend so, This Clause is not applicable.

Transfer to Reserve:-

There has been no transfer to Reserves during the Financial Year 2024-2025.

Public Deposits:-

The Company has not accepted or renewed any amount falling within the purview of provisions of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. H ence, the requirement for furnishing of details of deposits is not applicable.

Change in the nature of business:-

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

Shifting of the Registered Office of the Company:-

During the year under review, the Registrar of Companies (ROC), Kolkata and Registrar of Companies
(ROC), Mumbai, Ministry of Corporate Affairs have approved form INC 22 giving effect to the change in the
Registered Office address of the Company at “Office No. 1, 2^nd Floor, Plot No. 308/310, Daruwala
Building, Dr. Cawasji HormasJi Lane, Kalbadevi, Mumbai - 400002” with effect from 17^th March, 2025.

Compliance with the Indian Accounting Standards:-

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March
31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Directors and Key Management Personnel (KMP):-

As on March 31, 2025, the Board of Directors of your Company comprised of Six (6) Directors one of
whom Managing Director and Chief Executive Officer and two (2) are Non-Executive Director. The
remaining three (3) directors are Non-Executive Independent Directors which includes three Women
Independent Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the
applicable provisions of Companies Act, 2013.

During the year on 24/05/2024 Board approved in their meeting along with recommendation of
Nomination & Remuneration Committee of Board that Change in Designation of Mr. Babu Lal Jain (DIN
:02467622) from Whole time Director to Managing Director & Chief Executive Officer with effect from
24/05/2024 on the existing terms & conditions and approved by Special Resolution on 42^nd Annual General
Meeting i.e. 13.08.2024.

On 28/06/2024 Mrs. Oshika Jain (DIN: 10660428) appointed as Non-executive Independent Director for
consecutive 5 (Five) years for the period from 28/06/2024 to 27/06/2029.

On 28/06/2024 Mr. Sanket Jain (DIN: 09250276) Non-executive Independent Director has resigned vide
letter dated 26/06/2024, to the board due to account of pre-occupation in professional assignments. We
confirm that there is no other material reason for his resignation other than stated herein resignation
letter. The Board considered and approved his resignation from the post of Non-Executive Independent
Director with effect from 28/06/2024 after business hours. The Board places on record its gratitude for
the services rendered by him during his tenure as a Non-executive Independent Director of the Company.

Mr. Sanjoy Kumar Singh (DIN: 07684128), a Non-Executive Director who retires by rotation in terms of
Section 152 Companies Act, 2013 and being eligible has offered himself for re-appointment at this 43^rd
AGM.

Mr. Pradip Kumar Ghosh (DIN: 07799909), a Non-Executive Director who retires by rotation in terms of
Section 152 Companies Act, 2013 and being eligible has offered himself for re-appointment at this 43^rd
AGM.

Appropriate resolutions for appointment /re-appointment are being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed
and other related information has been detailed in the Notice read along with the explanatory statement
convening the 43^rd AGM of the Company in accordance with the provisions of the Companies Act, 2013
read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.

All Independent directors have given the Declarations that they meet the criteria of Independence as laid
down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the
Independent Directors are persons of integrity, and possess expertise and experience including the
proficiency required to be Independent Directors of the Company and they are independent o the
management and have also complied with the Code for Independent Directors as prescribed in Schedule
IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names
with the data bank maintained by the Indian Institute of Corporate Affairs [“IICA”] as prescribed by the
Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency
self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

Policy on Directors, Key Managerial Personnel - Appointment & Remuneration including Nomination
& Remuneration Committee: -

The Board has framed a policy on Director''s Appointment and Remuneration & duly constituted
Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The policy provides for selection and appointment of Directors, Senior Management including KMP and
their Remuneration together with criteria for determining qualifications, positive attributes, and
independence of a Director.

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed
on the Company website i.e.

https://www.likhamiconsulting.com/Codes%20&%20Policies/Remuneration%20Policy%20Likhami.pdf
Details of Committee members and meetings etc. have been disclosed in the Corporate Governance
Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013:-

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules,
1975, in respect of employees of the Company and Directors is furnished hereunder

Sr. No.	Name	Designation	Remuneration paid F.Y. 24-25 (Amt. in Lakhs)	Remuneration paid F.Y. 23-24 (Amt. in Lakhs)	Increase in remuneration from previous year (Amt. in lakhs)
1	Mr. Babu Lal Jain	Managing Director & CEO (w.e.f. 24.05.2024)	4.80	4.80	NIL
2	Ms. Dipti Jayant Kashid	CFO	7.92	7.21	NIL
3	Mrs. Bulbul Amit Bhansali	Company Secretary	8.40	7.87	NIL

Directors Responsibility Statement: -

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable Indian
Accounting Standards have been followed along with proper explanation relating to material
departures, if any;

(ii) 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 31^st March, 2025 and of the profits of
the company for the year ended on that date;

(iii) the directors 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) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and such
internal financial controls are adequate and operating effectively;

(vi) 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.

Declaration of Independent Directors: -

The Company has received necessary declaration from each of Independent Directors under Section
149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 16(1)(b) and 25
(8) & (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended form
time to time.

Committee of the Board: -

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the
meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of the
Company: -

The Board of Directors of the Company has constituted a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Committee has additional
oversight in the area of financial risks and controls. Major risks identified by the business and functions
are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report
forming part of the Board Report.

Number of Meeting of the Board: -

During the year under review Five (5) Meetings of the Board of Directors of the Company were held. The
details of Board meetings and the attendance of the directors are provided in the Corporate Governance
Report which forms part of this Report.

Disclosure regarding Company''s policies under Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015-

The Company has framed various policies as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 & Companies Act, 2013; viz

i) Determining material subsidiary Policy ii) Related Party transactions Policy, iii) Whistle Blower/Vigil
Mechanism iv) Archival Policy for disclosure v) Code of Conduct for Board of Directors & Senior
Management vi) Policy of Preservation of Documents vii) Policy on Criteria for Determining Materiality of
Events viii) Remuneration Policy for the Directors , Key Managerial Personnel and other Employees ix)
Code of Conduct for Independent Director / Information are displayed on the website of the Company
https://www.likhamiconsulting.com/Codes%20&%20Policies/Codes%20&%20Policies.html

Extract of Annual Return: -

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st
March, 2024 is available on the website of the Company in the following link
https://www.likhamiconsulting.com/SEBI_LODR.html.

Board Evaluation: -

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation
17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has
evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually
(excluding Director being evaluated) and the Chairman of the Board. The exercise was carried out by the
Independent Directors of the Company through a structured evaluation process covering several aspects
of functioning of the Board i.e. attendance, contribution at the meetings and otherwise, independent
judgments, safeguarding interest of the minority stakeholders, composition of Board/ Committees,
performance of specific duties and obligation by members of the board etc. The performance evaluation
of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.
The Performance evaluation of the Chairman and Non-Independent Directors was carried out by the
Independent Directors at their separate Meeting. The Board of Directors expressed its satisfaction with the
evaluation process.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act,
2013:-

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of
investments made and outstanding at the year-end, details of which are given in the Financial Statements.
There were no loans or guarantees made by the Company during the year under review.

Particulars of Contracts or Arrangements made 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. During the year, the
Company had not entered into any contract / arrangement / transaction with related parties as defined
under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not
applicable. Attention of the members is drawn to the disclosures of transactions with the related parties
is set out in Notes to Accounts forming part of the financial statement for the year 2024-2025.

Subsidiaries, Joint Ventures and Associate Companies:-

The Company does not have any Subsidiary, Joint venture or Associate Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The Company has developed well-defined internal control mechanisms and comprehensive
internal audit programme with the activities of the entire organization under its ambit.

Further, based on the report of Internal Audit function, corrective action are undertaken in the respective
areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

Corporate Governance:-

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with
the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015, and a detailed Compliance Note on Corporate Governance
together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments, if any, affecting the financial position of the Company occurred
between the ends of the financial year to which this financial statement relates and the date of the
report:-

There are no material changes and commitments affecting the financial position of the Company occurred
between ends of the financial year to which this financial statement relates on the date of this report.

The details of 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 along with the
reasons thereof:

Not Applicable

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: -

The Company is not engaged in the manufacturing activity; as such particulars relating to conservation
of energy and technology absorption are not applicable. However, in the editing facilities, offices etc.
adequate measures are being taken to conserve energy as far as possible.

As far as foreign exchange earnings and outgo is concerned, the Company has neither earned nor used
any foreign exchange during the period under review. Hence, the provisions of Section 134(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), Rules 2014 do not apply to our
Company.

Listing of Securities:-

The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) & BSE Limited (BSE).

Details of significant and material orders passed by the Regulators or Courts or Tribunals
impacting the Going Concern status and Company''s operation in future: -

There are no significant and material orders issued against the Company by any regulating authority or
court or tribunal affecting the going concern status and Company''s operation in future. Hence, disclosure
pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

The Regional Director, Eastern Resign, Ministry of Corporate Affairs, Kolkata, vide order dated 07^th May,
2024 has rejected Company''s application for shifting of Registered office of the Company from the State of
West Bengal to the Maharashtra and has given liberty to the Company to file a fresh application if desired.

The Regional Director, Eastern Region, Ministry of Corporate Affairs has approved the shifting of
registered office of the company from the state of West Bengal to the state of Maharashtra, Vide its Order
No. RD/T/39867/ S-13(4) /24, Dated 13 February, 2025, bearing SRN No. AB1711758, which is received
by us on 15^th February, 2025.

Further the Registered Office of the Company shifted from the State of West Bengal, Kolkata to the State
of Maharashtra at Office 1, 2^nd Floor, Plot No. - 308/310, Daruwala Building, Dr. Cawasji HormasJi Lane,
Kalbadevi, Mumbai - 400002, with effect from 17.03.2025 as approved by the Registrar of Companies,
Mumbai .

Human Resources:-

Human Resources Development envisages the growth of the individual in tandem with the organization. It
also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities
and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all
levels, who through their steadfastness, solidarity and with their co-operation and support have made it
possible for the Company to achieve its current status.

The Company, on its part, would endeavour to tap individual talents and through various initiatives,
ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line.
It is also the endeavour of the Company to create in its employees a sense of belonging, and an
environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with
the aim of maximizing productivity and aligning organizational needs employee''s aspirations.

Shares:-

The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during
the year under review. The Company has neither issued shares & Securities or any other instruments nor
any corporate benefits during the year under review.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Auditors & Auditors Observations: -

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report: -

Based on the recommendations of the Audit Committee, the Board of Directors approved the re¬
appointment of M/s. Mohindra Arora & Co., Chartered Accountants (FRN: 006551N) as the Statutory
Auditors of the Company to hold office for a period of five consecutive year from the conclusion of
the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting. Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.

Explanations or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Statutory Auditors in their Report: -

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31^st
March, 2025 read with explanatory notes thereon do not call for any explanation or comments from
the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the
Auditors in their Report are properly explained in the Note no. 21 of the Financial Statement.

2. Secretarial Auditors and their Report: -

M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial
Audit of the Company for the financial year 2024-2025 at their Board of Directors Meeting on 24^th
May, 2024 as required under Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit was carried out and the report given by the Secretarial Auditors in Form MR-
3 is enclosed as Annexure-I and forms integral part of this report.

3. Internal Auditor:

The Members of Board has appointed M/s. Jain N K & Co., (FRN: 148125W) Chartered Accountant,
as Internal Auditors of the Company for Financial Year 2024-2025 at their meeting on 29^th July, 2024
under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 as recommended by Audit Committee. The Suggestions made by the Internal
Auditor in their Report were properly implemented.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility
Initiatives: -

Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act,
2013 with regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the
Company.

Additional Information to Shareholders: -

All important and pertinent investor information such as financial results, investor presentations, press
releases are made available on the Company''s website i.e. www.likhamiconsulting.com on a regular basis.

Code of Conduct: -

As prescribed under Listing Regulation, a declaration signed by the Managing Director and Chief Executive
Officer affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel
of the Company for the financial year 2024-2025 forms part of the Corporate Governance Report.

Board Diversity Policy: -

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and
Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse
experience and skills, experience, such that it best serves the governance and strategic needs of the
Company leading to competitive advantage. The Board composition is mentioned in available in the
corporate governance report that forms part of this Annual Report.

Familiarization Program:-

Whenever any person joins the Board of the Company as an Independent Director, an induction programme
is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles,
rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of
the industry in which the Company operates, and business model of the Company etc. The details of such
familiarization programmes have been disclosed on the Company website i.e.
https://www.likhamiconsulting.com/Familiarization%20Programmes.html.

Vigil Mechanism/ Whistle Blower Policy: -

Your company is committed to highest standards of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with

the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and
process whereby concerns can be raised by its employees against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted against them. These have been outlined in
the Corporate Governance Report which forms part of this report.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Institute of Company
Secretaries of India.

Compliance of SEBI (Prohibition of Insider Trading) Regulations. 2015 ("PIT") Regulations 2015 and
Code of Fair Practices and Disclosure (Fair Disclosure Code):

The Company has formulated Code of Conduct for Prevention of Insider Trading in Likhami Consulting
Limited Securities ("PIT Code") and Fair Disclosure Code in accordance with PIT Regulations with an
objective of protecting the interest of Shareholders at large and preventing misuse of any Unpublished Price
Sensitive Information (UPSI). The PIT Code and Fair Disclosure Codes are available on the website of the
Company on https://www.likhamiconsulting.com.

Unclaimed Securities Suspense Escrow Account:

During the year our Company has opened Unclaimed Securities Suspense Escrow Account with SMC Global
Securities Limited as per SEBI Circular issued SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655
November 03, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 January 25, 2022 and

SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021. In case of non-receipt of
demat request from the securities holder/claimant within 120 days of the date of Letter of Confirmation,
the shares will be credited to Suspense Escrow Demat Account of the Company. The Claimant can claim
their shares from this account.

Reporting of Frauds: -

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the
Audit Committee and / or Board any instances of fraud committed in the Company by its officers or
employees under Section 143(12) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013: -

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) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year
2024-2025.

No of complaints received : Nil

No of complaints disposed off : Nil

No of complaints pending as on end of the financial year : Nil

Disclosures

> The Company has not accepted any fixed deposits during the year under review and accordingly, no
amount on account of principal or interest on deposits from public and/or Members were
outstanding as at March 31, 2025.

> There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s operations in future.

> During the year under review, the Company has not issued any Debentures.

> No material changes have taken place that could have an impact on the financial position of the
Company from the date of closure of financial year under review till the date of signing of Accounts.

> There is no change in the nature of business of the Company.

> Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

> There is no proceeding initiated or pending against the company under the Insolvency and
Bankruptcy Code, 2016.

> During the year under review, the Company has not required take Credit Rating of Securities from
any agency.

> During the year under review, the Company has not required transferred any shares in IEPF
(Investors Education & Protection Fund).

> During the year under review Company does not come under failure of implement any Corporate
Action.

> During the year under review, the Company has not required the Compliance of Regulation 32 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the
same is not applicable to company as the Company has not issued any share by way of public issue,
Right Issue, Preferential Issue etc.

Acknowledgement: -

The Directors wish to place on record their appreciation for the contributions made by the employees at
all levels, whose continued commitment and dedication helped the Company achieve better results. The
Directors also wish to thank customers, bankers, Central and State Governments for their continued
support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of
you for your faith in us and your Co-operation & never failing support.

By Order of the Board

For Likhami Consulting Limited

Babu Lal Jain Ruchi Gupta

(Managing Director & CEO) (Director)

(DIN: 02467622) (dIN: 07283515)

Regd. Office: Office 1, 2nd Floor, Plot No. 308/310,

Daruwala Building, Dr. Cawasji Hormasji Lane,

Kalbadevi, Mumbai - 400002, Maharashtra
Email: [email protected]

Website: www.likhamiconsulting.com

Date: 25/06/2025

---

Mar 31, 2024

The Board of Directors have the pleasure in presenting the Companies 42^nd Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2024 along with the Auditor''s Report thereon. The financial highlights of the Company for F.Y. 2023-2024 are given below:

Financial Results:-

(Amount in Lakhs)
Particulars	31st March, 2024	31st March, 2023
Income	63.02	61.94
Less: Expenses	41.62	38.67
Profit before T axation	21.40	23.27
Less: Taxation	5.59	6.07
Profit after Taxation	15.81	17.20

Performance:-

The total revenue for the financial year under review is Rs. 63.02 Lakh against Rs. 61.94 Lakh in previous year. The Net Profit after taxation generated by the company during the year under review was Rs.15.81 Lakh as compared to Rs. 17.20 Lakh during the previous year.

Operation:-

The Company has been continuously focusing on its existing line of business to improve its profitability in near future.

Dividend:-

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

Transfer to Reserve:-

There has been no transfer to Reserves during the Financial Year 2023-2024.

Public Deposits:-

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. H ence, the requirement for furnishing of details of deposits is not applicable.

Change in the nature of business:-

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

Compliance with the Indian Accounting Standards:-

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Directors and Key Management Personnel (KMP):-

As on March 31, 2024, the Board of Directors of your Company comprised of Six (6) Directors one of whom Whole Time Director and two (2) are Non-Executive Director. The remaining three (3) directors are Non-Executive Independent Directors which includes two Women Independent Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

Mr. Pradip Kumar Ghosh (DIN: 07799909), a Non-Executive Director who retires by rotation in terms of Section 152 Companies Act, 2013 and being eligible has offered himself for re-appointment at this 42^nd AGM.

During the year on 12/09/2023 Mrs. Heena Banga Sharma (DIN: 10193235) appointed as Non-executive Independent Director for consecutive 5 (Five) years for the period from 24/07/2023 to 23/07/2028.

Mr. Mahesh Hitesh Parihar (DIN 06782814) Non-executive Independent Director has resigned vide letter dated 17/07/2023, to the board due to account of pre-occupation in professional assignments. We confirmed that there was no other material reason for his resignation other than stated herein resignation letter. The Board considered and approved his resignation from the post of Non-Executive Independent Director with effect from 24/07/2023 after business hours. The Board places on record its gratitude for the services rendered by him during his tenure as a Non-executive Independent Director of the Company.

On 24/05/2024 Board approved in their meeting along with recommendation of Nomination & Remuneration Committee of Board that Change in Designation of Mr. Babu Lal Jain (DIN :02467622) from Whole time Director to Managing Director & Chief Executive Officer with immediate effect on the existing terms & conditions. Accordingly he will hold office as Managing Director and Chief Executive Officer for his remaining tenure of his office viz. upto 01/08/2026. However there is no change in his existing remuneration. The change in designation is being carried out for re-organizing the Board. The Board has also decided to carry out 42 ^nd Annual General Meeting for availing approval of Shareholders to above change.

On 28/06/2024 Mr. Sanket Jain (DIN: 09250276) Non-executive Independent Director has resigned vide letter dated 26/06/2024, to the board due to account of pre-occupation in professional assignments. We confirm that there is no other material reason for his resignation other than stated herein resignation letter. The Board considered and approved his resignation from the post of Non-Executive Independent Director with effect from 28/06/2024 after business hours. The Board places on record its gratitude for the services rendered by him during his tenure as a Non-executive Independent Director of the Company.

Mrs. Oshika Jain (DIN: 10660428) has been appointed as Additional Director w.e.f. 28/06/2024 and being act as Independent Directors, in category as Non-executive Independent Director for consecutive 5 (Five) years for the period from 28/06/2024 to 27/06/2029 and in terms Listing Regulation 16 & any other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013. The resolutions seeking approval of members on item No. 3 of notice for convening the Annual General Meeting along with the requisite disclosures/explanatory statement are included.

Appropriate resolutions for appointment /re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed and other related information has been detailed in the Notice read along with the explanatory statement convening the 42^nd AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

All Independent directors have given the Declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity, and possess expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the

management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs [“IICA”] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

Policy on Directors. Key Managerial Personnel - Appointment & Remuneration including Nomination & Remuneration Committee: -

The Board has framed a policy on Director''s Appointment and Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The policy provides for selection and appointment of Directors, Senior Management including KMP and their Remuneration together with criteria for determining qualifications, positive attributes, and independence of a Director.

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the Company website i.e.

https://www.likhamiconsulting.com/Codes%20&%20Policies/Remuneration%20Policy%20Likhami.pdf Details of Committee members and meetings etc. have been disclosed in the Corporate Governance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013:-

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder

Sr. No.	Name	Designation	Remuneration paid F.Y. 23-24 (Amt. in Lakhs)	Remuneration paid F.Y. 22-23 (Amt. in Lakhs)	Increase in remuneration from previous year (Amt. in lakhs)
1	Mr. Babu Lal Jain	Whole Time Director	4.80	4.80	NIL
2	Ms. Dipti layant Kashid	CFO	7.21	8.18	NIL
3	Mrs. Bulbul Amit Bhansali	Company Secretary	7.87	7.08	NIL

Directors Responsibility Statement: -

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 31^st March, 2024 and of the profits of the company for the year ended on that date;

(iii) the directors 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) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

(vi) 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.

Declaration of Independent Directors: -

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Committee of the Board: -

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of the Company: -

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

Number of Meeting of the Board: -

During the year under review Five (5) Meetings of the Board of Directors of the Company were held. The details of Board meetings and the attendance of the directors are provided in the Corporate Governance Report which forms part of this Report.

Disclosure regarding Company''s policies under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-

The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz

i) Determining material subsidiary Policy ii) Related Party transactions Policy, iii) Whistle Blower/vigil Mechanism iv) Archival Policy for disclosure v) Code of Conduct for Board of Directors & Senior Management vi) Policy of Preservation of Documents vii) Policy on Criteria for Determining Materiality of Events viii) Remuneration Policy for the Directors , Key Managerial Personnel and other Employees ix) Code of Conduct for Independent Director / Information are displayed on the website of the Company https://www.likhamiconsulting.com/ Codes%20&%20Policies / Codes%20&%20Policies.html.

Extract of Annual Return: -

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st March, 2024 is available on the website of the Company in the following link https://www.likhamiconsulting.com/SEBI_LODR.html.

Board Evaluation: -

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman of the Board. The exercise was carried out by the Independent Directors of the Company through a structured evaluation process covering several aspects of functioning of the Board i.e. attendance, contribution at the meetings and otherwise, independent judgments, safeguarding interest of the minority stakeholders, composition of Board/ Committees, performance of specific duties and obligation by members of the board etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The Performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting. The Board of Directors expressed its satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:-

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made and outstanding at the year-end, details of which are given in the Financial Statements. There were no loans or guarantees made by the Company during the year under review.

Particulars of Contracts or Arrangements made 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. During the year, the Company had not entered into any contract / arrangement / transaction with related parties as defined under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement for the year 2023-2024.

Subsidiaries, Joint Ventures and Associate Companies:-

The Company does not have any Subsidiary, Joint venture or Associate Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit programme with the activities of the entire organization under its ambit.

Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Corporate Governance:-

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with

the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, and a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments, if any, affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates and the date of the report:-

There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

The details of 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 along with the reasons thereof:

Not Applicable

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: -

The Company is not engaged in the manufacturing activity; as such particulars relating to conservation of energy and technology absorption are not applicable. However, in the editing facilities, offices etc. adequate measures are being taken to conserve energy as far as possible.

As far as foreign exchange earnings and outgo is concerned, the Company has neither earned nor used any foreign exchange during the period under review. Hence, the provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), Rules 2014 do not apply to our Company.

Listing of Securities:-

The Equity Shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) & BSE Limited (BSE).

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Company''s operation in future:-

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company''s operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

The Regional Director, Eastern Resign, Ministry of Corporate Affairs, Kolkata, vide order dated 07^th May, 2024 has rejected Company''s application for shifting of Registered office of the Company from the State of West Bengal to the Maharashtra and has given liberty to the Company to file a fresh application if desired.

Human Resources:-

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would endeavour to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavour of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs employee''s aspirations.

Shares:-

The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during the year under review. The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Auditors & Auditors Observations: -

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report: -

Based on the recommendations of the Audit Committee, the Board of Directors approved the reappointment of M/s. Mohindra Arora & Co., Chartered Accountants (FRN: 006551N) as the Statutory Auditors of the Company to hold office for a period of five consecutive year from the conclusion of the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting. Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Explanations or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors in their Report: -

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31^st March, 2024 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no 21 of the Financial Statement.

2. Secretarial Auditors and their Report: -

M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2023-2024 at their Board of Directors Meeting on 22^nd May, 2023 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit was carried out and the report given by the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I and forms integral part of this report.

3. Internal Auditor:

The Members of Board has appointed M/s. Jain N K & Co., (FRN 148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2023-2024 at their meeting on 22^nd May, 2023 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee. The Suggestions made by the Internal Auditor in their Report were properly implemented.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives: -

Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the Company.

Additional Information to Shareholders: -

All important and pertinent investor information such as financial results, investor presentations, press releases are made available on the Company''s website i.e. www.likhamiconsulting.com on a regular basis.

Code of Conduct: -

As prescribed under Listing Regulation, a declaration signed by the Managing Director and Chief Executive Officer affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2023-2024 forms part of the Corporate Governance Report.

Board Diversity Policy: -

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience, such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition is mentioned in available in the corporate governance report that forms part of this Annual Report.

Familiarization Program:-

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company etc. The details of such familiarization programmes have been disclosed on the Company website i.e. https://www.likhamiconsulting.com/Familiarization%20Programmes.html.

Vigil Mechanism/ Whistle Blower Policy: -

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. These have been outlined in the Corporate Governance Report which forms part of this report.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Compliance Of SEBI (Prohibition Of Insider Trading) Regulations, 2015 ("PIT") Regulations 2015 And Code of Fair Practices And Disclosure (Fair Disclosure Code):

The Company has formulated Code of Conduct for Prevention of Insider Trading in Likhami Consulting Limited Securities ("PIT Code") and Fair Disclosure Code in accordance with PIT Regulations with an objective of protecting the interest of Shareholders at large and preventing misuse of any U npublished Price Sensitive Information (UPSI). The PIT Code and Fair Disclosure Codes are available on the website of the Company on https://www.likhamiconsulting.com.

Reporting of Frauds: -

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the Audit Committee and / or Board any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013: -

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) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-2024.

No of complaints received : Nil

No of complaints disposed off : Nil

No of complaints pending as on end of the financial year : Nil

Disclosures

> The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2024.

> There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

> During the year under review, the Company has not issued any Debentures.

> No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.

> There is no change in the nature of business of the Company.

> Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

> There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016.

> During the year under review, the Company has not required take Credit Rating of Securities from any agency.

> During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund).

> During the year under review Company does not come under failure of implement any Corporate Action.

> During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not issued any share by way of public issue, Right Issue, Preferential Issue etc.

Acknowledgement: -

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

---

Mar 31, 2018

Dear Members,

The Board of Directors have the pleasure in presenting the Companies 36^th Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2018 along with the Auditor’s Report thereon.

Financial Results: (Amt in Rs.)

Particulars	31st March, 2018	31st March, 2017
Income	51,06,645	36,95,000
Less: Expenses	46,44,005	32,41,056
Profit before Taxation	4,62,640	4,53,944
Less: Taxation	1,20,604	3,54,865
Profit after Taxation	3,42,036	99,079

Performance:-

The Total Income for the financial year under review is Rs. 51,06,645/- against Rs. 36,95,000/- in previous year. The Net Profit after taxation generated by the company during the year under review was Rs. 3,42,036 as compared to Rs. 99,079/- during the previous year.

Operation:-

The Company has been continuously focusing on its existing line of business to improve its profitability in near future.

Dividend:-

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

Transfer to Reserve:-

There has been no transfer to Reserves during the Financial Year 2017-18.

Public Deposits:-

The Company has not accepted or renewed any amount falling within the purview of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits is not applicable.

Change in the nature of business:-

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

Compliance with the Indian Accounting Standards:-

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The reconciliations and descriptions of the effect of the previous GAAP to Ind AS has been set out in the Notes to Financial Statements. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018 and for the comparative period.

Directors and Key Management Personnel (KMP):-

As on March 31, 2018, the Board of Directors of your Company comprised of Five (5) Directors one of whom is the Whole Time Director and one is Non-Executive Director. The remaining three (3) directors are NonExecutive and Independent directors.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

During the year Mr. Biswajit Barua, Whole-time Director has tendered his resignation letter dated 25^th July, 2017, to the board due to his preoccupation in other work. The Board considered and approved his resignation from the post of Whole Time Directorship with effect from 04/08/2017. The Board places on record its gratitude for the services rendered by him during the tenure as Whole-time Director of the Company. The same was also disclosed in the Annual Report for the year 2016-17.

The Board of Directors at their Meeting held on 04/08/2017, and on recommendation of the Nomination and Remuneration Committee appointed Mr. Pradip Kumar Ghosh as an Additional Director of Company. In the same meeting, Board has appointed him as Whole Time Director of the Company for five consecutive years up to 3^rd August, 2022. The Members had approved the terms of appointment of Mr. Pradip Kumar Ghosh as Whole Time Director for the term of 5 (five) consecutive years by ordinary resolution at the Annual General Meeting of the Company held on 21/09/2017.

Mr. Chander Moleswar Singh (Non-executive Director) has resigned vide letter dated 03/08/2018, to the board due to personal reason. The Board considered and approved his resignation from the post of Non-Executive Director with effect from 13/08/2018. The Board places on record its gratitude for the services rendered by him during his tenure as a Non-executive Director of the Company.

Board of Directors in their meeting on 13/08/2018, have approved the change in designation of Mr. Babu Lal Jain from Non-Executive Independent Director to Non-Executive Non-Independent Director w.e.f. 13/08/2018. Further, Mr. Babu Lal Jain, Non-Executive Directors, is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and being eligible have offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation has recommended his reappointment as Non-Executive Director of the Company.

Appropriate resolutions for appointment /re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed and other related information has been detailed in the Notice read along with the explanatory statement convening the 36 ^th AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Policy on Directors, Key Managerial Personnel - Appointment & Remuneration including Nomination & Remuneration Committee: -

The Board has framed a policy on Director’s Appointment and Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The policy provides for selection and appointment of Directors, Senior Management including KMP and their Remuneration together with criteria for determining qualifications, positive attributes, and independence of a Director.

More details have been outlined in the Corporate Governance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013:-

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directors Responsibility Statement:-

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 31^st March, 2018 and of the profits of the company for the year ended on that date;

(iii) the directors 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) the annual accounts have been prepared on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

(vi) 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.

Declaration of Independent Directors:-

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Committee of the Board :-

The Board of Directors has following Committee

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee

4) Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of the Company:-

The Board of Directors of the Company has framed (constituted) a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

Number of Meeting of the Board:-

During the year under review (6) Meetings of the Board of Directors of the Company were held.

Disclosure regarding Company’s policies under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-

The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz i) Remuneration regarding Directors including KMPs ii) Determining material subsidiary iii) Performance evolution of the Board, Committee and Directors, iv) Related Party transactions Policy, v) Whistle Blower/vigil Mechanism vi) Archival Policy for disclosure vii) Code of Conduct for Board of Directors & Senior Management viii) Policy of Preservation of Documents ix) Policy on Criteria for Determining Materiality of Events ix) Code of Conduct for Independent Director / Information are displayed on the website of the Company www.likhamiconsulting.com.

Extract of Annual Return:-

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2018 made under the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014 in Form No. MGT-9 is furnished in Annexure-I and is attached to this report.

Board Evaluation:-

Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has evaluated the effectiveness of the Board as a whole, the various Committees, Directors individually (excluding Director being evaluated) and the Chairman of the Board. The exercise was carried out by the Independent Directors of the Company through a structured evaluation process covering several aspects of functioning of the Board i.e. attendance, contribution at the meetings and otherwise, independent judgments, safeguarding interest of the minority stakeholders, composition of Board/ Committees, performance of specific duties and obligation by members of the board etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The Performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate Meeting. The Board of Directors expressed its satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:-

The Company has complied with the provisions of Section186 of the Companies Act, 2013 in respect of investments made and outstanding at the year-end, details of which are given in the Financial Statements. There were no loans or guarantees made by the Company during the year under review.

Particulars of Contracts or Arrangements made with Related Parties: -

There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and hence enclosure of FORM AOC-2 with the Board Report is not required. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions.

Subsidiaries, Joint Ventures and Associate Companies:-

The Company does not have any Subsidiary, Joint venture or Associate Company.

Internal Financial Control and their adequacy:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit programme with the activities of the entire organization under its ambit

Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Corporate Governance:-

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:-

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments, if any, affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates and the date of the report:-

There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-

The provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), Rules 2014 do not apply to our Company.

Conservation of Energy : NIL

Technology Absorption : NIL

Foreign exchange earnings and out go : NIL

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Company’s operation in future:-

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company’s operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

Listing of Securities:-

The Equity Shares of the Company are listed on Calcutta Stock Exchange (CSE) Limited & BSE Limited.

Human Resources:-

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs employee’s aspirations.

Shares:-

The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during the year under review. The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Auditors & Auditors Observations:-

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:-

M/s. Mohindra Arora & Co., Chartered Accountants (FRN: 006551N), was appointed as the statutory auditors of the Company to hold office for a period of five consecutive year from the conclusion of the 35 ^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting. Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every AGM is done away with vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi.

Explanations or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors in their Report:-

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31^st March, 2018 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no 21 of the Financial Statement.

2. Secretarial Auditors and their Report:-

M/s. V. Gulgalia & Co, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-II to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR -3 and the Company also has proper board processes and compliance mechanism.

The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

3. Internal Auditor:

The Members of Board has appointed M/s S.R. Ghedia & Associates, (FRN 118560W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2017-18 at their meeting on 22^nd March, 2018 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee. Further M/ S .R. Ghedia & Associates ( FRN 118560W), Chartered Accountant, as Internal Auditor has tendered resignation letter dated 04^th April, 2018 to the Board due to pre-occupation in other assignments. Board has approved resignation in their meeting on 28^th May, 2018.

The Members of Board has appointed M/s. M. H. Parihar & Co. (FRN 130070W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2017-18 at their meeting on 28th May, 2018 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

The Suggestions made by the Internal Auditor in their Report were properly implemented.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives:-

Since the Company does not qualify any of the criteria as laid down in Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of Section 135 are not applicable to the Company.

Additional Information to Shareholders:-

All important and pertinent investor information such as financial results, investor presentations, press releases are made available on the Company’s website i.e. www.likhamiconsulting.com on a regular basis.

Code of Conduct:-

As prescribed under Listing Regulation, a declaration signed by the Whole Time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2017 -18 forms part of the Corporate Governance Report.

Vigil Mechanism/ Whistle Blower Policy:-

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. These have been outlined in the Corporate Governance Report which forms part of this report.

Reporting of Frauds:-

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the Audit Committee and / or Board any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Disclosure under The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013:-

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) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No of complaints received : Nil

No of complaints disposed off : Nil

Acknowledgement:-

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

By Order of the Board

For Likhami Consulting Limited

Pradip Kumar Ghosh Babu Lal Jain

(Whole-Time Director) (Director)

(DIN: 07799909) (DIN:02467622)

Place : Kolkata

Date : 13^th day of August, 2018

---

Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

We have pleasure in presenting our 34^th (Thirty Fourth) Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2016 along with the Auditor''s Report thereon.

Financial Results:

The Financial highlights for the year under review are given below:

(Amount in Rs.)

Particulars	31st March, 2016	31st March, 2015
Income	74,61,906	933,329
Less: Expenses	66,17,450	783,267
Profit before Depreciation & Taxation	8,44,457	150,062
Less: Depreciation	5,794	0
Profit before Taxation	838,663	150,062
Less: Taxation	1,67,329	79,089
Profit after Taxation	6,71,334	70,973
Balance as per last Balance Sheet	5,37,987	467,014
Balance carried to Balance Sheet	12,09,320	537,987

Performance:

The Total Income for the financial year under review is Rs. 74,61,906/- against Rs. 933,629/- in previous year. The Net Profit generated by the Company during the year under review was Rs.6,71,334/- as compared to Rs. 70,973/- during the previous year.

Operations:

The Company has been continuously focusing on its existing line of business to improve its profitability in near future. Dividend and Transfer to Reserve:

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly your Directors do not recommend any dividend for the year. There has been no transfer to Reserves during the Financial Year 2015-2016.

Change in the Nature of Business:

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

Public Deposits:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Rules there under.

Compliance with the Accounting Standards:

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

Directors and Key Managerial Personnel:

As on March 31, 2016, the Board of Directors of your Company comprised of six (6) Directors one of whom is the Whole time Director. The remaining five directors are Non-Executive and independent directors. The composition of the Board is in consonance with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

At the Annual General Meeting of the Company held on 28/09/2015, the Members had approved the terms of appointment of Mr. Ramesh Kumar Jain as Independent Director for the period of two years from 01/09/2015 and Mrs. Ruchi Gupta as Independent Women Director for the period of five years up to the conclusion of Thirty-Eight Annual General Meeting from 01/09/2015.

During the year, Mr. Anil Singh resigned from the Board including the membership of Audit Committee, Nomination and Remuneration Committee and Stakeholders/ Relationship Committee with effect from 13/11/2015, due to his preoccupation in other work. The Board places on record its gratitude for the services rendered by him during the tenure as director of the Company.

Mr. Ramesh Kumar Jain has tendered his resignation letter dated 25/07/2016 to the board due to his preoccupation in other work. The Board considered and approved his resignation from the post of directorship including the membership of respective committee with effect from.10/08/2016. The Board places on record its gratitude for the services rendered by him during the tenure as director of the Company.

Mr. Jyotiraaditya Singha was appointed as Additional Director w.e.f. 13/11/2015 and being act as Independent Director. Further, your Board has proposed to appoint Mr. Jyotiraaditya Singha as Non-Executive Independent Director for consecutive 5 (Five) years for the period from 27/09/2016 up to 26/09/2021 and in terms Listing Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and 149 of the Companies Act, 2013. The resolutions seeking your approval on this item No. 3 along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

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

The Company has been appointed Ms.Dipti Jayant Kashid as a Chief Financial Officer with terms pursuant to Section 203 and other applicable provisions of the Companies Act, 2013 and Rules made there under along with requirements of the Listing Agreement of the Stock Exchanges with effect from 01/09/2015.

Ms.Shruti Jain, Member of The Institute of Company Secretaries of India has been appointed as Company Secretary (Key Managerial Personnel) cum Compliance Officer of the Company with effect from 01/09/2015 pursuant to Section 203 and other applicable provisions of the Companies Act, 2013 and Rules made there under along with requirements of the Listing Agreement of the Stock Exchanges.

During the year, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transaction with Company other than the sitting fees, for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Biswajit Barua, Whole time Director, Ms. Shruti Jain, Company Secretary cum Compliance Officer and Ms. Dipti Jayant Kashid, Chief Financial Officer. There has been no change in the key managerial personnel during the year.

The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

Policy on Directors'' Appointment and Remuneration:

The Company''s policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 has been disclosed in the Corporate Governance Report., which forms the part of the Directors Report.

Remuneration of the Key Managerial Personnel:

Mr. Biswajit Barua (Whole Time Director) has received the remuneration of Rs. 2, 40,000/- during financial year 2015-2016.

Disclosure under Section 197(12) of the Companies Act, 2013:

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directors Responsibility Statement:

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

(i) In the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed and there are no material departures, if any;

(ii) 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 31^st March, 2016 and of the profits of the Company for the year ended on that date;

(iii) The directors 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) The annual accounts have been prepared on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) 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.

Declaration of Independent Directors:

The Company has received necessary declaration from each of independent Director under Section 149(7) of the Companies Act, 2013, that he and she meets the criteria of independence laid down in Section 149(6) of the companies Act,2013and the relevant Rules and Regulation 25 of SEBI(Listing obligations and disclosure requirements) Regulations, 2015.

Audit Committee:

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report. The Company Secretary of the Company acts as Secretary of the Committee. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee and Policy:

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report. The Board has framed a policy for selection and appointment of Directors, Senior Management including KMP and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

Statement concerning development and Implementation of Risk Management Policy of the Company:

The Board of Directors of the Company has framed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

Number of Meeting of the Board:

Six meetings of the Board were held during the year, for detail of the meetings of the Board; please refer to the Corporate Governance Report, which forms part of this report.

Extract of Annual Return:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2016 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure-I".

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting.

Vigil Mechanism / Whistle Blower Policy:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Regulations, the Company has established a Vigil Mechanism and overseas through the Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:

The Company has complied with the provisions of Section186 of the Companies Act, 2013 in respect of investments made in earlier years and outstanding at the year- end details of which are given in the Financial Statements. There were no loans, guarantees or investments made by the Company during the year under review

Particulars of Contracts or Arrangements made with Related Parties:

There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and hence enclosing of FORM AOC-2 is not required. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions.

Subsidiaries, loint Ventures and Associate Companies:

The Company does not have any Subsidiary, Joint venture or Associate Company.

Internal Control Systems & their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit programme with the activities of the entire organization under its ambit.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which part of this report.

Corporate Governance:

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report, as required under the Listing Regulations, are given in a separate section and forms part of the Annual Report.

Material Changes and Commitments, If any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of thereport:

There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The provisions of Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 do not apply to our Company.

Conservation of Energy : NIL

Technology Absorption : NIL

Foreign exchange earnings and out go : NIL

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company''s operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

Pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and Rules framed there under, as amended from time to time, M/s. S.R. Ghedia & Associates, Chartered Accountants, Mumbai (FRN. 118560W), Statutory Auditors of the Company retire at the ensuing AGM and being eligible have offered themselves for re-appointment.

The Board recommends the re-appointment of M/s. S. R. Ghedia & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General Meeting and also the payment of remuneration to be approved in the ensuing Annual General Meeting.

In this regard, the Company has received a letter from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits of Section 141 of the Companies Act, 2013 and they are not disqualified from such appointment within the meaning of Section 141 of the Companies Act, 2013.

Explanation or Comments on Qualifications. Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Reports:

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31^st March, 2016 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no 17 of the Financial Statement.

2. Secretarial Auditor & his Report:

M/s. V. Gulgalia & Co, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-II to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

3. Internal Auditor:

The Board has appointed M/s. Mohindra Arora & Co., Chartered Accountant, as Internal Auditors of the Company for Financial Year 2015-2016 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

The Suggestions made by the Internal Auditor in their Report were properly implemented.

Change in Registered Office:-

During the year under review , the Company have changed its registered office from Room No. 15, Basement Floor, Sir RNM House, 3-B, Lal Bazar Street, Kolkata -700 001 to Room No. 1,2^nd Floor, 62A Dr. Meghnad Shah Sarani, Southern Avenue, Kolkata-700029 , with effect from 31/08/2015 for better accommodation, administration etc.

Human Resources:

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs with employees'' aspirations.

Listing of Securities

During the year, The Calcutta Stock Exchange Limited has revoked the suspension order of the Company with effect from 10^thAugust, 2015. In addition to that the Company has made application of 99,50,000 Equity Shares for Direct Listing with BSE Limited. The Company has received in principle approval on 1^st June, 2016 for listing of Share from BSE Limited. Further, the 99,50,000 Equity shares of the Company have been admitted for trading /dealing in BSE with effect from 24^th June, 2016. . Listing fees has already been paid in pursuance to Regulation 14 of the Listing Regulation.

Shares:

The authorized Share capital and the paid up Equity Share Capital have remained unchanged during the year under review.The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

- The Company has not bought back any of its securities during the year under review.

- The Company has not issued any Sweat Equity Shares during the year under review.

- No Bonus Shares were issued during the year under review.

- The Company has not provided any Stock Option Scheme to the employees.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives:

Since the Company does not qualify any of the criteria as laid down in section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of section 135 are not applicable to the Company.

Additional Information to Shareholders:

All important and pertinent investor information such as financial results, investor presentations, press releases are made available on the Company''s website www.likhamiconsulting.com on a regular basis.

Code of Conduct:

As prescribed under Listing Regulation, a declaration signed by the Whole Time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2015-16 forms part of the Corporate Governance Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act-2013:

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) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No of complaints received : Nil

No of complaints disposed off : Nil

Acknowledgement:

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

By Order of the Board For

Likhami Consulting Limited

Place : Kolkata

Date : 22/08/2016

Biswajit Barua Babu Lal Jain

(Whole-Time Director) (Director)

(DIN: 06992250) (DIN: 02467622)