Directors Report of Agri-Tech (India) Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

The Directors are pleased to present the 24^th Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs in Lacs)

Sr. No	PARTICULARS	YEAR ENDED
		31.03.2018	31.03.2017
1.	Sales	16.43	4.33
2.	Profit before Interest & Depreciation	2080.73	1295.49
3.	Interest	0	0
4.	Depreciation	18.51	18.51
5.	Profit Before Tax & Extra-ordinary items	2062.22	(1313.99)
6.	Tax Provision (Net of Deferred Tax)	0	0
7.	Profit After Tax	2062.22	(1313.99)
8.	Extra-Ordinary Items	0	0
9.	Profit available for Appropriation	2062.22	(1313.99)
10	Balance carried to Balance Sheet	2062.22	(1313.99)

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was INR 16.43 Lacs as against last year’s 4.33 Lacs. The increase is attributable to added yield in mango production. The operations of the company have been minimal during the year. However, your company is also contemplating putting the land to alternate use to enhance business.

Also, the company sold some investments there by making an additional profit of INR 2144.50 Lacs during the year.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Ashok R Majethia, & Co. Chartered Accountants, Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2017-18.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant to Section 152 of the Companies Act 2013, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on August 24th 2017, M/s Ashok R Majethia, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company to hold office till the conclusion of next 6^th the Annual General Meeting of the Company.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practicing Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has six committees: The Audit Committee, the stakeholders’ relationship committee, the nomination & remuneration committee, Risk Management Committee, & Whistle Blower Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities
Audit Committee	K. G Iyer-Chairman Shrirang Agrawal, Akash Kagliwal	- All recommendations made by the Audit Committee during the year were accepted by the Board. - In accordance with the requirements of the
		Listing Agreement, The Company has formulated policies on related party transactions.
Stakeholders’ Relationship Committee	K. G Iyer-Chairman Shirang Agrawal, Akash Kagliwal	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.
Nomination and Remuneration Committee	Shrirang Agrawal- Chairperson K. G. Iyer, Akash Kagiwal	- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. - To carry out evaluation of every Director’s performance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 9 to the standalone financial statement).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31^st March, 2018 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

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

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this ^Rep°^rt.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

For and on behalf of the Board of Directors

30^th May 2018

Registered Office:

Nath House,

Nath Road, Managing Director

Aurangabad-431005 Akash Kagliwal

DIN: 01691724

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 21st Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

(Rs in Lacs)

Sr. PARTICULARS YEAR ENDED No 31.03.2015 31.03.2014

1. Sales 8.03 7.20

2. Profit before Interest & Depreciation (25.96) (3.79)

3. Interest 0 0

4. Depreciation 10.74 19.10

5. Profit Before Tax & Extra-ordinary items (36.69) 22.89

6. Tax Provision (Net of Deferred Tax) 0 0

7. Profit After Tax (36.69) 22.89

8. Extra-Ordinary Items 0 0

9. Profit available for Appropriation (36.69) 22.89

10 Balance carried to Balance Sheet (36.69) 22.89

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 8.03 Lacs as against last year's 7.20 Lacs. The marginal increase is attributable to increased yield from mango sales. The operations of the company have been minimal during the year. However, your company is also contemplating putting the land to alternate use to enhance business.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2014-15.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mr. Satish Kagliwal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on July 5th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of the Auditors shall be placed for ratification at every Annual general Meeting. Accordingly, The appointment of M/s Gautam N Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Companies Act 2013.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has six committees: The Audit Committee, the stakeholders' relationship committee, the nomination & remuneration committee, Risk Management Committee, & Whistle Blower Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Composition of the Highlights of Duties, Committee Committee responsibilities and activities

Audit Committee K. G Iyer-Chairman * All recommendations made Shrirang Agrawal, by the Audit Committee Akash Kagliwal during the year were accepted by the Board.

* In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.

Stakeholders' K. G Iyer-Chairman * The Committee reviews Relationship Shirang Agrawal, and ensures redressal of Committee Akash Kagliwal investor grievances.

* The Committee noted that all the grievances of the investors have been resolved during the year.

Nomination and Shrirang Agrawal- * To formulate the criteria Remuneration Chairperson for determining Committee K. G. Iyer, qualifications, positive Akash Kagiwal attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

* To carry out evaluation of every Director's performance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 9 and 12 to the standalone financial statement).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2015 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

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

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

For and on behalf of the Board of Directors

30th May 2014 Registered Office: Nath House, Nath Road, Managing Director Aurangabad-431005 Akash Kagliwal DIN:01691724

---

Mar 31, 2014

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

(Rs In Lacs)

YEAR ENDED Sr. PARTICULARS 2013-14 2012-13 No

1. Sales 7.20 9.93

2. Profit/Loss before Interest & Depreciation (3.79) (8.84)

3. Interest 0 0

4. Depreciation 19.10 21.08

5. Profit/ Loss Before Tax & Extra-ordinary items 22.89 (29.91)

6. Tax Provision (Net of Deferred Tax) 0 0

7. Profit/ Loss After Tax 22.89 (29.91)

8. Extra-Ordinary Items 0 0

9. Profit available for Appropriation 22.89 (29.91)

10. Balance carried to Balance Sheet 22.89 (29.91)

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 7.20 Lacs as against last year’s 9.93 Lacs. This is attributable to the plowing down of the grape crops as a result of the decline in the winery industry. However, the company sold out certain far flung agriculture lands. The Company is also contemplating putting the land to alternate use.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business, & the absence of profits, the Directors have not recommended any dividend for the financial year 2013-14.

PUBLIC DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO:

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange Earnings and outgo is as follows;

Conservation of Energy:

The Company has taken necessary measures to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

Expenditure on R & D Nil

Foreign Exchange Earning and Outgo:

Earnings Nil

Outgo Nil

DIRECTORS

Mr. Shrirang Agrawal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

Mr. Akash Kagliwal was appointed as the Whole Time Director of the company, and his term of office expires on 1st October 2014, and as stated in the Notice of the Annual General Meeting it is proposed to appoint him as the Managing Director of the Company. Mr. Akash Kagliwal is a Managing Director in Nath Pulp & Paper Mills Limited & the Board of Directors have given their unanimous approval for his appointment as Managing Director of our Company.

AUDITORS

M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of section 139(1) of 2013 Act & the Companies (Audit & Auditors) Rules 2014, your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that, if the appointment is made it shall be in accordance with the conditions as may be prescribed. The Board hereby requests the members to reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as the Auditors for period of three years from the conclusion of this Annual General Meeting till the Annual General Meeting to be held in 2017.

AUDITORS REPORT

The Auditors in their Report have made certain comments which are self-explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013 & section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2014 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

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

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels.

For and on behalf of the Board of Directors

30th May 2014

Registered Office:

Nath House,

Nath Road, Whole Time Director

Aurangabad-431005 Akash Kagliwal

DIN : 01691724

---

Mar 31, 2013

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rs In Lacs)

YEAR ENDED

Sr. PARTICULARS 2012-13 2011-12 No

1. Sales 9.93 24.77

2. Profit/Loss before Interest & Depreciation (8.84) 1759.02

3. Interest 0 0.12

4. Depreciation 21.08 18.69

5. Profit/ Loss Before Tax & Extra-ordinary items (29.91) 1740.20

6. Tax Provision (Net of Deferred Tax) 0 0

7. Profit/ Loss After Tax (29.91) 1740.20

8. Extra-Ordinary Items 0 (16.38)

9. Profit available for Appropriation (29.91) 1723.82

10. Balance carried to Balance Sheet (29.91) 1723.82

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 9.93 Lacs as against last year''s 24.77 Lacs . This is attributable to the plowing down of the grape crops as a result of the decline in the winery industry. The Company is contemplating putting the land to alternate use.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business, & the absence of profits, the Directors have not recommended any dividend for the financial year 2012-13.

PUBLIC DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO:

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange Earnings and outgo is as follows;

Conservation of Energy:

The Company has taken necessary measures to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

Expenditure on R & D Nil

Foreign Exchange Earning and Outgo:

Earnings Nil

Outgo Nil

DIRECTORS

Mr. Satish Kagliwal Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

AUDITORS

M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956 your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment , if made would be in conformity with the limits specified in the said section.

The Board hereby requests the members to reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as the Auditors for the current year.

AUDITORS REPORT

The Auditors in their Report have made certain comments which are self-explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2013 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels. For and on behalf of the Board of Directors

29th May 2013

Registered Office:

Nath House,

Nath Road, Whole Time Director

Aurangabad-431005 Akash Kagliwal