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Directors Report of Aadhaar Ventures India Ltd.

Mar 31, 2015

Dear members,

The Directors are pleased to present their 19th Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarized below: (Rupees in Lacs)

Particulars 2014-2015 2013-2014

Sales 2195.94 1636.10

Other Income 29.63 75.85

Total Income 2225.56 1711.95

Total Expenses 2177.71 1678.33

Profit/(Loss) 47.85 33.62

(-) Finance Cost 0.26 0.15

Profit/(Loss)Before Tax 47.59 33.47

Tax - -

(-) Current Tax 15.24 10.00

( ) Deferred Tax 0.00 0.00

Net Profit After Tax 32.35 23.47

(-) Extraordinary Items 0.00 0.00

Net Profit 32.35 23.47

During the year under review, the Company achieved a turnover of Rs. 2195.94 Lacs (previous year Rs. 1636.10 Lacs) the Company has made a profit of Rs.32.35 Lacs (previous year there was profit of Rs. 23.47). The Company was able to generate more profit compared to last year on account of efficient management, better product mix & cost control. The Company is been registered with the Reserve Bank of India as a Non-Banking Financial Company (NBFC). The Company has not accepted public deposits during the year under review.

Future outlook

Your Company is currently focusing its resources in the business segments of finance and investments in shares & securities.

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 32.35 lacs has been carried forward to profit & loss account. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiaries, joint venture & associates Company.

Particulars of Contract or Arrangement with Related Party

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment and Guarantees by the Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Number of Meeting of Board of Directors

The Board of Directors have met 6 Linn's and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from lime to lime.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the 19th Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Directors

The Company has formula led a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of lime given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors' (Annexure 2A)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. D. P. Agarwal & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of 19th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary CS Rakesh Kapoor, Mumbai, is annexed herewith and forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure -1 Acceptance of Fixed Deposits

The Company is registered with the Reserve Bank of India, as non-deposit accepting NBFC (NBFC-ND) under section 45-IA of the RBI Act, 1934.

As per the Non-Banking Finance Companies - RBI Directions, 1998, the Directors hereby report that the Company has not accepted any Fixed Deposits from general public during the year and will also not accept public deposits without obtaining prior approval of Reserve Bank of India.

RBI Guidelines

As a Systematically Important Non Deposit taking Non-Banking -Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

Auditors Report

The observations and comments furnished by the Statutory Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Details of Committee of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it. Risk Management

During the year, Management of the Company evaluated the existing Risk Management Pohcy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Pohcy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Directors Responsibility Statement

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii That 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 and of the profit and loss of the Company for the year ended 31st March, 2015.

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

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. That the development & implementation of a risk management pohcy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vi. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

Corporate Governance

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Statutory Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Executive Director's Certificate

A Certificate from the Executive Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such in formation at any point of time. Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC Regulations have been made in this Annual Report. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on

Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Directors

There is no change in the composition of the Board of Directors of the Company during the year under review.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Acknowledgement

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Aadhaar Ventures India Limited Sd/- Sd/- Jils Raichand Madan Somabhai Sunderbhai Meena Managing Director Director DIN - 02810555 DIN-05138990 Place: Surat Date: 31st August, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 1636.10 13375.25

Other Income 75.85 91.45

Total Income 1711.95 13466.70

Total Expenses 1678.33 13441.22

Profit/(Loss) 33.62 25.48

(-) Finance Cost 0.15 0.32

Profit/(Loss)Before Tax 33.47 25.16 Tax

(-) Current Tax 10.00 8.50

( ) Deferred Tax 0.00 (0.48)

Net Profit After Tax 23.47 17.14

(-) Extraordinary Items 0.00 0.00

Net Profit 23.47 17.14

During the year under review, the Company achieved a turnover of Rs. 1636.10 Lacs (previous year Rs. 13375.25 Lacs) the Company has made a modest profit of Rs.23.47 Lacs (previous there was profit of Rs. 17.14). The Company was able to generate more profit than last with less turnover, on account of efficient management, better product mix & cost control.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of finance and investments in shares & securities.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company is registered with the Reserve Bank of India, as non-deposit accepting NBFC (NBFC-ND) under section 45-IA of the RBI Act, 1934.

As per the Non-Banking Finance Companies – RBI Directions, 1998, the Directors hereby report that the Company has not accepted any Fixed Deposits from general public during the year and will also not accept public deposits without obtaining prior approval of Reserve Bank of India.

RBI GUIDELINES

As a Systemically Important Non Deposit taking Non-Banking -Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

OTHER CORPORATE INFORMATION:

The Board of Directors during August, 2014 have proposed to set up wholly owned subsidiary Company in Singapore, subject to all legal provisions & sanctions. The Board has also decided to acquire an ongoing Agricultural Company in Zambia (Africa), subject to due diligence & shareholders'' approval.

AUDITORS:

The Statutory Auditors, M/s. D. P. Agarwal & Co., Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re-appointment and his willingness for re-appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. D. P. Agarwal & Co., Chartered Accountants, is eligible to hold the office for a period of Five years up to 2019.

The members are therefore requested to appoint M/s. D. P. Agarwal & Co., Chartered Accountants as auditors for Five years from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 and of the profit and loss of the Company for the year ended 31st March, 2014.

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

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. That the development & implementation of a risk management policy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vi. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report. vii. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

EXECUTIVE DIRECTOR''S CERTIFICATE:

A Certificate from the Executive Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS

During the year Mr. Subramanya Kusnur have resigned as Directors of the Company i.e. November 26, 2013. Mr. Omprakash Khandelwal who was appointed as Managing Director of the Company w.e.f. September 01, 2011 have resigned on September 01, 2013.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr. Omprakash Khandelwal & Mr. Subramanya Kusnur during his tenure as Directors of the Company. Mr. Somabhai S Meena was appointed as Director on 1st June, 2013.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Aadhaar Ventures India Limited

Sd/- Place: Surat Jils Raichand Madan Date: 26th August, 2014 Managing Director DIN – 02810555


Mar 31, 2011

The directors take pleasure in presenting the Seventeenth Annual report together with the Audited Accounts of Your Company for the Year ended 31st March, 2011.

Financial Results (Rs. in lacs)

Particulars Current Year Previous Year (31st March, 2011) (31st March, 2010)

Sales/Business Income 26455.63 5327.76

Other Income 99.79 38.96

Total Income 26555.41 5366.72

Profit before Depreciation & Tax 26368.92 176.96

Less: Depreciation 5.16 4.84

Provision for Tax 64.10 53.62

Profit after Depreciation & Tax 128.38 118.92

2 Operations and Future Outlook

Your Company has given an encouraging performance in the year under review. The Top line has grown by nearly four times. As it can be seen that the Trading Division contributed nearly Seventy One percent of the operating revenues and the Infrastructure Division contributed twenty nine percent of the Operating Revenues.

During the year under review, there has been extreme volatility in the input prices and it has been a gruelling task to maintain profitability in these taxing times. Your Management, while dealing with this back breaking phase, found it apt to shorten the trade cycle and book profits at every appropriate level in order to reduce the risk of capricious price movements.

While the risk averse approach has resulted in lower profitability it has helped your company to remain afloat in this turmoil.

It is heartening to see the handsome growth in revenues in all the operating segments and your company is hopeful to attain higher margins once there is stability in the input prices.

Your Company also proposes to start the Investment Division to leverage our expertise in this field and is hopeful that it would add great value to the Shareholders Wealth. The resolution, along with the necessary explanatory statement, for starting the Investment Business is proposed in the Notice of this Annual General Meeting and the said notice forms the part of this Annual Report.

We recommend the members in favour of this resolution.

RBI Guidelines

Your Company is registered with the Reserve Bank of India, as a non-deposit accepting NBFC (NBFC- ND) under section 45-IA of the RBI Act, 1934. As per the Non-Banking Finance Companies RBI Directions, 1998, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.

3 Dividend

As your company is planning to lay a strong foundation in the new horizons of business it is deemed appropriate to conserve the existing resources and utilize them at the required time.

Thus, the Board has not recommended any dividend for this year.

4 Directors

In accordance with the provisions of the Companies Act, 1956 of the Company, Mr. Jils Madan and Mrs. Jyoti Munver retire by rotation and being eligible for re-election have offered themselves for re appointment.

Also the Board of Directors of the Company had appointed Mr. Manish Thakkar as an Additional Director of the Company on May 19, 2011 to hold the office till the commencement of this Annual General Meeting.

The Board wishes to place on record its appreciation for the valuable contribution rendered by Mr. Jils Madan, Manish Thakkar and Mrs. Jyoti Munver.

Also your Company is also in receipt of a notice from a member proposing their appointment as the directors of the Company, resolution for which has been included in the notice of the Annual General Meeting.

Your Directors commends their appointment for their approval.

5 Auditors

The Statutory Auditors of the Company, M/S Ramesh Batham & Co, Chartered Accountants retires at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received a written certificate from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act 1956.

Your Directors request you to appoint the Auditors for the current financial year.

6 Auditors Report

The Auditors Report to the shareholders on the Accounts of the Company for the financial year ended 31st March, 2011 does not does not contain any qualification.

Further the observations furnished by the Auditors in their report is self- explanatory and do not call for any further comments.

7 Deposits

During the year under review, your Company has not accepted any deposits as specified under Section 58A of the Companies Act, 1956.

8 Listing Arrangements

Your Company's shares are listed on Bombay Stock Exchange Limited and the Annual Listing Fees as been paid to the Exchange on a regular basis.

9 Management Discussion and Analysis Report

In accordance with the provisions of Clause 49 of the Listing agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is given separately and forms a part of the Annual Report.

10 Corporate Governance Report

A Report on Corporate Governance is set out as an annexure hereto and forms an integral part of this report.

Also the Company is in receipt of a certificate from the Statutory Auditors of the Company certifying compliance of the conditions of Corporate Governance and the same also forms a part of this report.

11 Depository System

Majority of the shares of your Company are compulsorily tradable in electronic form.

As on 31st March, 2011, 76.00% of the Company's total paid-up Capital representing 171553280 shares are in dematerialized form.

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

12 Capital & Finance

During the year under the review, the Company has not issued any Equity Shares and thus there has not been any change in the issued capital of the Company which as on 31st March, 2011 stands at Rs. 22,57,21,000 consisting of 22,57,21,000 Equity Shares of Re. 1/- each.

However, the Company, in compliance with the provisions of section 81(1A) of the Companies Act, 1956 and Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, has issued 3,11,36,300 Convertible Equity Warrants (hereinafter referred to as "Warrants") to various allotters on preferential basis, with each warrant being convertible into one Equity Share of Re. 1/- each fully paid up.

Thus, on an assumption that all the Warrants are converted into Equity Shares, the issued Capital of the Company shall be Rs.25,68,57,300/- consisting of 25,68,57,300 Equity Shares of Re. 1/- each fully paid up.

Further, during the year under review the Company has repaid the Secured Loan equivalent to about Rs.432934/- and has carried forward the loans taken from directors equivalent to about Rs.12,00,000/-. In view of this your Company can be said as a debt- free Company.

13 Particulars of Employees

During the year under review, there was no employee in the Company who was in receipt of remuneration exceeding the limits as mentioned under section 217 (2A) of the Companies Act, 1956.

14 Application of Funds raised through Preferential Allotment

The Company had raised Rs.32,44,50,000/- by issue of 14,42,00,000 Equity Shares in lieu of Convertible Equity Warrants issued through preferential allotment in the financial year 2009-10. The said amount has been utilized for expansion of the Company's Operations in various business verticals such as Trading as well as the Infrastructure Division.

15 Disclosure of material changes since the end of the financial year ended 31st March, 2011

There has not been any material change in the nature of business or operations of the Company since the end of the financial year ended 31st March, 2011 till the date of this Annual Report.

16 Transfer to Investor Education & Protection Fund

The Company had declared dividend of Rs.0.02/- per Equity Share in the previous Annual General Meeting. The Company has taken necessary steps in co-ordination with the Registrar and Share Transfer Agent i.e. ADROIT CORPORATE SERVICES PRIVATE LIMITED to locate the shareholders who have not claimed their dues and it is our pleasure to inform you that there are no unpaid/unclaimed dividend as on the date of this report.

As the Company has not declared dividend in the past years, except the previous year, the Company is not required to transfer any amount to Investor Education and Protection Fund.

17 Directors Responsibility Statement

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors place on record a responsibility statement stating that:

- In the preparation of the annual accounts for the financial year ended 31st March, 2011 applicable accounting standards have been followed along with proper explanation relating to material departures.

"- That the Directors, in consultation with the auditors, 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 and of the profit and loss of the Company for that period

"- That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

That the Directors have prepared the Annual Accounts on a going concern basis.

18 Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Since the Company does not own any manufacturing facility, other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable.

Further, there was no Foreign Exchange Earnings in the year under review.

19 Acknowledgement

Your directors wish to convey their appreciation to all the Company's employees for their unlisted efforts as well as their collective contribution to the Company's performance.

The directors would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers and all other business associates, for the continuous support given by them to the Company and their confidence in its management.

By Order of the Board of Directors

sd/-

(Om Prakash Khandelwal)

Registered Office: Managing Director

S 574/577, Belgium Square,

Ring Road, Surat- 395002.

Place: Surat.

Date: 01.09.2011.

 
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