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Directors Report of Anar Industries Ltd.

Mar 31, 2016

The Members,

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results

(Rs. in Lacs)

Particulars

Year ended

Year ended

31-03-2016

31-03-2015

Total Revenue

2238.57

1596.72

Total Expenditure

2269.88

1697.47

Profit (Loss) before tax

(31.31)

(100.75)

Provision for Differed Tax

9.48

30.14

Net Profit (Loss) for the year

(22.61)

(70.61)

2. PERFORMANCE:

Income of the Company increased from Rs. 15,96,71,806 to Rs. 22,38,57,088 as compared to previous year and consequently performance of your Company for the year under review has been improved. The Board of Directors of the Company is continuously making efforts for the growth of the Company.

3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, no amount is being transferred to Reserves during the financial year.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each. The authorized share capital of the company is Rs. 165,000,000/- divided into 16,50,00,00 equity shares of Rs. 10/each. The paid up share capital of the company is Rs. 100,346,990/- divided into 100,346,99 equity shares of Rs. 10/- each.

During the year, the company has allotted of 37,00,000 equity shares through Preferential Allotment to three non-promoter investors namely 1. Akhil Retail Private Limited, 2. Tanya Estate Private Limited, and 3. Shradha Cable Communication Private Limited considering the potential growth of the company.

5. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. FUTURE OUTLOOK:

There is cut throat competition in the IT industry and more particularly in hardware and software. To mitigate the same, management had adopted defensive strategy in order to maintain the market share of your Company. At Present many policies are being formed/adopted by the present Government which may be beneficial to the Company in future.

The global economy in FY 2015-16 witnessed divergent trends among major economies. The Indian economy and business environment remained largely subdued during 2015-16. The global economic recovery is gaining momentum coupled with some divergence. India''s economy is poised to return to its high-growth path, thanks to lower fiscal and current account deficits, falling inflation, low crude oil price, moderate commodity prices, and structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of India (RBI) having moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates. However, productivity and capital efficiency improvement are likely to drive near-term growth.

Demand from export as well as domestic markets has not increased substantially. Volatility of rupee may hamper growth of economy.

The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The company expects to retain the performance in the current year.

7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

During the period under review, several energy conservation initiatives were adopted and were taken by the Company. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary Company. Hence, details relating to Subsidiary Company are not provided for.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

12. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 7 (Seven) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

13. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

14. INSURANCE:

All the Properties of the Company are adequately insured.

15. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There is a material significant related party transactions entered in to by the Company with respect to purchase of goods with Nishan Grafitech Pvt. Ltd. amounting to Rs. 5,97,33,657/and thus disclosure in Form AOC-2 has been made and is attached herewith.

16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Hina S. Patel (DIN: 01987053) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers herself for re-appointment.

The Company had, pursuant to the provisions of Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with Stock Exchanges, appointed Mr. Umesh Naik (DIN: 02269103), Mr. Narendra Ayer (DIN: 00116692), as an Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

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

There is no change in the constitution of Board of Directors during the year.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Swetank M. Patel, Ms. Hina S. Patel and Ms. Payal Makani under Key Managerial Personnel of the Company.

17. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

19. MANAGERIAL REMUNERATION

The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31st March, 2016.

20. INDEPENDENT DIRECTORS'' MEETING:

Independent Directors of the Company had met during the year under the review on 20th February, 2016.

21. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

22. AUDITORS:

A. Statutory Auditors

M/s. J. K. Parmar & Co., Chartered Accountants (Firm Registration No.105799W) were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 30th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. J. K. Parmar & Co., Chartered Accountants (Firm Registration No.105799W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment M/s. J. K. Parmar & Co., Chartered Accountants (Firm Registration No.105799W) to audit the accounts of the Company for the financial year 2016-2017.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV

There is no qualification, reservation or adverse remark in the report.

23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an internal financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed Milan H. Shah Accountant as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal financial control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal financial control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

24. RISK MANAGEMENT:

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.

26. PREVENTION OF INSIDER TRADING:

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

27. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had 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 31st March, 2016 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

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 operating effectively.

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.

28. CORPORATE GOVERNANCE:

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Company Secretary''s Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report, herewith attached as ANNEXURE V.

29. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on Corporate Governance, attached herewith as Annexure VI.

30. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net Worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.

31. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

32. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad For and on behalf of the Board

Date: 3rd September, 2016

SD/- SD/-

Swetank Patel Hina Patel

Managing Director Director

DIN:00116551 DIN:01987053


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting their Twenty second annual report and the audited statement of accounts for 12 months period ended March 31, 2014.

(Rs. In Lacs)

FINANCIAL RESULTS Year ended Year ended 31st March 2014 31st March 2013

Income from Operations 11.21 198.5

ProfitLoss Before Tax (-) 28.08 (-) 16.94

Loss Transfer to Capital Reduction NIL NIL

Income of Previous year NIL NIL

Provision for Differed Tax 9.55 3.29

ProfitLoss after Tax (-) 18.41 (-) 13.65

DIVIDEND:

In view of loss incurred during the period under review, your Directors do not recommend any dividend for the current financial year. The dividend was also not paid during the previous year 2012-13.

OPERATIONS:

During the year company has incurred net loss of Rs. 18.41 lacs after making necessary provisions. During the year company has achieved sales of Rs 11.21 lacs and management is putting their best efforts for doing more business in the field of Software/Hardware, Internet provider and also to carry out construction activities in near future.

DEPOSITS:

The company has not invited and accepted any deposits from the public.

DIRECTOR''S RESPONSIBILITY STATEMENT:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and Loss of the company for the year under review.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956, 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.

DIRECTORS:

As per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, your directors are seeking appointment of Mr. Narendra Ayer and Mr. Umesh Naik as Independent directors on the Board for a period of consecutive five years and they shall not be liable to retire by rotation.

In terms of the provisions of Section 152 of the Companies Act, 2013, two third of the total strength of the Board (excluding Independent Directors) shall be liable to retire by rotation. One-third of such directors who are liable to retire by rotation shall retire at every Annual General Meeting. Directors to retire by rotation shall be those who have been longest in office since last appointment. The Board of Directors of your Company at present consists of two (2) Non-Independent Directors. In the light of above referred provisions of the Companies Act, 2013, it is desirable that the period of office of Mr. Swetank M. Patel amd Mrs. Hina Patel are made liable to determination by retirement of directors by rotation.

Accordingly Mr. Swetank Patel who retires by rotation, being eligible, offers himself for re-appointment.

AUDITOR''S REPORT:

The comments of the auditors in the report are self explanatory.

AUDITORS:

M/s. J. K. Parmar & Co. Chartered Accountants, Ahmedabad retires at the conclusion of the ensuing Annual General Meeting and is eligible, offer themselves for appointment. The certificate has been obtained from them for their appointment, if made, shall be in accordance with the provisions of Section 224 (1 B) of the companies Act, 1956.

CORPORATE GOVERNANCE:

A separate Report on Corporate Governance together with the Certificate from Auditors is provided.

EMPLOYEES:

None of the employee of the company were in receipt remuneration in excess prescribed limit and hence information pursuant to the provisions of section 217 (2 A) of the companies Act, 1956, read with companies (Particulars of Employees) Rules. 1975 not required to be furnished.

LISTING OF SECURITIES:

The Company''s equity shares are listed on the BSE Limited. The Annual Listing fees to each of these Stock Exchanges have been paid by the Company.

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

Since the company is not engaged in any manufacturing activity the information under conservation of energy and Technology absorption is not applicable. There has been no foreign exchange earnings or outgo in respect of the company.

APPRECIATION:

Your company and its Directors wish to place on record their appreciation for the support received from staff, banks and customers during the year.

For and on behalf of the Board

DATE: 30/05/2014 PLACE: AHMEDABAD SWETANK M PATEL CHAIRMAN


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting 21" Annual Report along with the Audited Accounts of the company for the year ended on 31*'' March, 2013.

(Rs.in Lacs)

FINANCIAL RESULTS Year ended 31st Year ended 31st March, 2013 March, 2012

Income from Operations 198.5 7.24

Profit/ Loss Before Tax (-) 17.03 (-) 29.85

Provision of Income tax Nil Nil

Income of Previous year Nil Nil

Provision for Differed Tax 3.29 10.96

Profit/Loss transferred to Balance sheet (-) 13.74 (-) 18.89

DIVIDEND

The company has made Net Loss of Rs. 13.74 Lacs during the year. Your directors are unable to recommend the dividend for the year under review.

OPERATION

During the year company has incurred net loss of Rs. 13.74 lacs after making necessary provisions. During the year company has achieved sales of Rs 198.50 lacs and new management is putting their best efforts for doing more business in the field of Software/Hardware, Internet provider and also to carry out construction activities in near future.

PUBLIC DEPOSITS

The company has not invited and accepted any new deposits from the public.

DIRECTORS

As per the provisions of Section 256 of the companies Act, 1956 read with the Articles of Association of the Company, Mrs.HinaS. Patel, retires by rotation at the forth coming Annual General Meeting, being eligible offers herself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 Pursuant to section 217 (2AA) of the Companies Act, 1956, the preparations of the Directors confirm that:

i) In the preparation of the annual account, the applicable Accounting Standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 the profit and loss account for the current financial year.

iii) Proper and sufficient care has been taken 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 fraud and other irregularities;

iv) The Annual Accounts have been prepared on a going concern basis.

AUDIT COMMITTEE:

The company has constituted an Audit Committee, which comprises of two independent directors and non executive director of the company. AUDITOR''S REPORT

All the items on which comments have been made by the auditors in their report to the shareholders are self explanatory as explained by way of notes to the accounts to the Balance Sheet and statement of Profit & Loss.

AUDITORS

M/s. J. K. Parmar & Co., Chartered Accountants, Ahmedabad retires at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. Companies under the Section 224(1 B) of the Companies Act, 1956 certify their eligibility.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance together with the Certificate from Auditors are given as part of this Audited accounts.

EMPLOYEES

None of the employee of the company were in receipt remuneration in excess of prescribed limit and hence information pursuant to the provisions of section 217 (2A) of the companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975, are not required to be given.

STOCK EXCHANGE LISTING & COMPLIANCE

Company has paid listing fees of Mumbai Stock Exchange up to 31.03.2013 where the shares of the company are listed for trading. Required compliances as per listing agreement are made from time to time.

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

Since the company is not engaged in any manufacturing activity the information under conservation of energy and Technology absorption is not applicable. No Technology has been brought. There has been no foreign exchange earnings or outgo in respect of the company.

APPRECIATION

Your company and its Directors wish to place on record their appreciation for the support received from staff, banks, Government departments, BSE and customers during the year.

By order of the Board

For ANAR INDUSTRIES LTD

Earlier known as ENRICH INDUSTRIES LIMITED)

Place:Ahmedabad SWETANK PATEL

Date : 21/05/2013 Chairman


Mar 31, 2010

The Directors present their Eighteenth Annual Report and Audited Statement of Accounts for the year ended on 31st March 2010.

ENRICH INDUSTRIES LIMITED

(Rs. In Lacs)

FINANCIAL RESULTS Year ended 31st Yearended 31st March 2010 March 2009

Income from Operations 38.33 108.79

ProfitLoss Before Tax (+)9.56 (-) 211.00

Loss Transfer to Capital Reduction Nil 211.78

Income of Previous year NIL Nil

Provision for Tax/FBT 2.96 0.32

ProfitLoss after Tax (+) 4.49 (+) 2.90



OPERATIONS:

Since last 7-8 years, the company was incurring loss and most of the assets were become bad or doubtful for recovery. The management has put up all efforts for recovery of loans and advances as well as investments but unfortunately could not recover the money. Mean while the management of the company has received a proposal from the promoters of Anar Softcom Pvt. Ltd. to merge their entire business of internet provider as well as software business with our company. Looking to the good opportunities in the business and profitability of Anar Softcom Pvt. Ltd, the management have agreed the proposal hence it is necessary to restructure the company in a better way for revival of the company. The company has received an order from Honorable Gujarat High Court for approval of restructuring of the company U/S. 391 to 394 of the Companies Act. The company is awaiting approval from Ahmedabad & Mumbai Stock Exchange for listing and trading of new shares after restructuring of the company. After restructuring of Com- pany, the new management is very much hopeful for better result of the company in near future. As per scheme of restructuring, ail directors of old management will resign from the Board of Directors.

As per the scheme approved by Honorable Gujarat High Court and Shareholders of the company, the softcom division of Anar Softcom Pvt. Ltd. has been merged with the company as a going concern with effect from 31-01-2009 i.e. the appointed date under the scheme. Hence audited accounts of Softcom division of Anar Softcom Pvt. Ltd. have been merged with the audited accounts of the company.

DIVIDEND:

The company has earned Net Profit Rs. 4.49 Lacs during the year. Looking to less profit, your directors are unable to recommend the dividend for the year under review.

DEPOSITS:

The company has not invited and accepted any new deposits from the public.

FUTURE PLANS:

New management is very dynamic and experience in the software and internet providing business. The man- agement is hopeful for revival of the company in near future. The new management will induct experience and knowl- edgeable directors on the board, which will help for better performance of the company.

DIRECTORS:

Mr. Kulin B. Vyas & Mr. Gaurang Vora, Directors of the company, retire by rotation and being eligible offers himself for reappointment. Mr.Swetank Patel is inducted as Additional director and New promoter of the Company as per the Order of Honorable Highcourt of Gujarat for Restructurning Scheme of the Company.

DERECTORS RESPONSIBILITY STATEMENT:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and Loss of the company for the year under review.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956, 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,

AUDIT COMMITTEE

The company has constituted Audit Committee, which comprises of two independent directors and a Manag- ing Director of the company,

AUDITORS REPORT:

The comments of the auditors in the report are self explanatory however management would like to explain that all efforts are being put for recovery from the loanees, hence only few account of Bad debts are written off in the accounts.

AUDITORS:

M/s. J. K. Parmar & Co. Chartered Accountants, Ahmedabad retires at the conclusion of the ensuing Annual General Meeting and are eligible, offer them selves for re-appointment. The certificate has been obtained from them for their re-appointment, if made, shall be in accordance with the provisions of Section 224 (1 B) of the companies Act, 1956.

EMPLOYEES:

None of the employee of the company were in receipt remuneration in excess of Rs. 1,00,000/- p.m. and hence information pursuant to the provisions of section 217 (2 A) of the companies Act, 1956, read with companies (Particulars of Employees) Rules. 1975 not required to be furnished.

STOCK EXCHANGE LISTING & COMPLIANCE:

Company has paid listing fees of Ahmedabad & Mumbai Stock Exchange up to 31.03.2010 where the shares of the company are listed for trading. Majority of compliance as per listing agreement are made from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:

Since the company is not engaged in any manufacturing activity the information under conservation of energy and Technology absorption is not applicable. There has been no foreign exchange earning or outgo in respect of the company.

APPRECIATION:

Your company and its Directors wish to place on record their appreciation for the support received from staff, banks, share transfer agent, stock exchanges and customers during the year.

For and on behalf of the Board

DATE: 14/09/2010.

PLACE : AHMEDABAD [JAYESH MOR]

CHAIRMAN

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