Directors Report of Inceptum Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report and the Audited Statement of Accounts for the year ended 31 March, 2015.

FINANCIAL PERFORMANCE

(In Rs.)

Particulars 2014-2015 2013-2014

Total Income/Loss 12,725,827.00 9,826,511.00

Less: Total Expenses 12,384,187.64 9,670,673.51

Profit Before Tax 341,639.36 155,837.49

Profit/Loss after Tax 236,072.36 107,683.49

DIVIDEND

During the year under review, to plough back the profits in the business activity, no dividend is recommended this year.

RESERVE AND SURPLUS

The amount of Rs.236,072.36 is being transferred in the reserve and Surplus as the Current year profit.

FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 12,725,827/- as against income of Rs. 9,826,511/- in 2013-14.

CHANGE IN THE SHARE CAPITAL

During the period under review, The Authorized Share Capital as on March 31, 2015 is Rs. 50,000,000 (Rupees Five crores only) (50,000,000 shares of Rs.1/each). During the year under review, the face and paid up value of equity shares has been sub divided from Rs. 10 each to Rs. 1 each.

Also, the Board of Directors of the Company has also proposed the consolidation of face value/paid up of equity shares from Rs. 1 each to Rs. 10 each.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MATERIAL CHANGES AND 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 AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. Name of Remuneration % increase in No. Director/KMP and of Director/ Remuneration Designation KMP for FY in FY 2014- 2014-15 (Rs. 15** In Lakhs)

1. Mr. Ghanshyam Nil N.A. Sharma, Whole Time Director

2. Mr. Krishan Kumar, 16,000 NA Company Secretary

Sr. Name of Ratio of Ratio of No. Director/KMP and Remuneration Remuneration Designation of of Director to Director to Median Median Remuneration Remuneration of of employees Employees

1. Mr. Ghanshyam N.A. N.A. Sharma, Whole Time Director

2. Mr. Krishan Kumar, N.A. N.A. Company Secretary

During the year under review, Mr. Krishan Kumar resigned from the post of Company Secretary w.e.f 1st June, 2014.

The number of permanent employees as on 31st March 2015 was 2.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

Market Capitalisation was Rs. 21.38 crores of 2014-15 as against Rs. Rs. 4.11 crores of 2013-14.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 -NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

STATUTORY AUDITORS

The existing Auditors M/s. HONEY MARWAH & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting has given a letter to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment. And therefore, the Board of Director has recommended them to be re-appointed as Statutory Auditor of the Company for the financial year 2015-2016.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CHANGE OF REGISTERED OFFICE

During the period, the Company has changed its Registered Office w.e.f. August 06, 2014 from 202A, Arunachal Building, Barakhamba Road, New Delhi - 110001 to 114, Triveni Complex, Jawahar Park, Laxmi Nagar, Delhi - 110092.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTOR'S & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2014-15, Ms. Geeta Bharti was co-opted as Additional Director on the board of the company with effect from 16th March, 2015 and who ceases to hold the office at this Annual General Meeting and in respect of whom a notice under section 160 of the Companies Act, 2013 has been received from a member along with requisite deposit proposing their candidatures for the office of a Director on the Board of the Company.

During the period under review, Mr. Tarun Chauhan and Mr. Ghanshyam Sharma have resigned from the Board of the company with effect from 16th March, 2015 and 23rd June, 2015 respectively.

During the year under review 2014-15, Mr. Krishna Kumar has resigned from the post of company secretary and Ms. Neelam Beniwal who was appointed as company secretary w.e.f. 02.06.2014 in his placed also resigned on 15.07.2014 from the Company.

b) Declaration by an Independent Director(s) and re- appointment, if any

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

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relation committee.

Sexual Harassment:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year Fifteen Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. Date of Meeting Total No. of No. of Directors No. Directors attended on the Date of Meeting

1 03.05.2014 4 4

2. 29.05.2014 4 4

3. 01.06.2014 4 4

4 02.06.2014 4 4

5 21.06.2014 4 4

6. 15.07.2014 4 4

7. 06.08.2014 4 4

8. 13.08.2014 4 4

9. 03.09.2014 4 4

10. 05.11.2014 4 4

11. 13.11.2014 4 4

12. 05.12.2014 4 4

13. 13.02.2015 4 4

14. 16.03.2015 4 4

15 30.03.2015 4 4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met 5 times during the financial year 2014-15 on 29.05.2014,

13.08.2014, 03.09.2014, 13.11.2014 and 13.02.2015 and following is the composition as on 31.03.2015:

Name of Member Designation Category

Ms. Geeta Bharti Chairman Non Executive and Independent Director

Mr. Gambheer Singh Member Non Executive and Independent Director

Mr. Vikas Saini Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial year 2014-15 on 29.05.2014,

13.08.2014, 03.09.2014, 13.11.2014 and 13.02.2015 and following is the composition as on 31.03.2015:

Name of Member Designation Category

Ms. Geeta Bharti Chairman Non Executive and Independent Director

Mr. Gambheer Singh Member Non Executive and Independent Director

Mr. Vikas Saini Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below as on 31.03.2015:

Name of Member Designation Category

Ms. Geeta Bharti Chairman Non Executive and Independent Director

Mr. Gambheer Singh Member Non Executive and Independent Director

Mr. Vikas Saini Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. K.K. Mishra & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2014-15 and the report is attached herewith.

With respect to the qualifications, the Company is searching the best candidate for the post of Company Secretary and Chief Financial officer, and would try to intimate and file the required information/compliances timely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

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

(b) 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 and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels

By Order of the Board of Directors For Angels Enterprises Limited

Sd/- Sd/-

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Mar 31, 2014

The Members of

Angels Enterprises Limited

The Directors have pleasure in presenting the Annual Report and the Audited Statement of Accounts for the year ended 31 March, 2014.

FINANCIAL PERFORMANCE (In Rs.) Particulars 2013-2014 2012-2013

Total Income/Loss 9,826,511.00 17,80,385

Less: Total Expenses 9,670,673.51 16,77,973.85

Profit Before Tax 155,837.49 1,02,411.15

Profit/Loss after Tax 107,683.49 70,766.15

DIVIDEND

During the year under review, to plough back the profits in the business activity, no dividend is recommended this year.

FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

LISTING

During the year, your company applied for listing of their shares on BSE Limited under the Direct Listing route.

DIRECTORS

Mr. Tarun chauhan and Mr. Vikas Saini who were co-opted as Additional Directors on the board of the company with effect from 20th November, 2013 and 25th November, 2013 respectively and who ceases to hold the office at this Annual General Meeting and in respect of whom a notice under section 160 of the Companies Act, 2013 has been received from a member along with requisite deposit proposing their candidatures for the office of a Director on the Board of the Company.

During the period under review, Mr. Parag Mittal and Mr. Amit Kumar Saxena have resigned from the Board.

As per the provisions of Section 149 of the Companies Act, 2013 ("Act") which has come into force with effect from 1 April, 2014, an Independent Director shall hold office on the Board of a company and is not liable to retire by rotation. Mr. Tarun Chuahan and Mr. Gambheer Singh has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act. The matter regarding appointment of Mr. Tarun Chuahan and Mr. Gambheer Singh as Independent Director was placed before the Board, which commends his appointment as an Independent Director. In the opinion of the Board, Mr. Tarun Chuahan and Mr. Gambheer Singh fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Director and he is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Tarun Chuahan and Mr. Gambheer Singh as Independent Director is now being placed before the Members in general meeting for their approval.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report. During the year, Secretarial Audits were carried out and the detailed Reports as obtained from Practicing Company Secretary quarterly.

Your Company has always practiced sound corporate governance and takes necessary actions atappropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance.

REISSUE OF FORFEITED SHARES

On 19th September, 2013, your company has re issued 1419000 equity shares of Rs. 10/- forfeited by the company, thereby total paid up capital of the Company stands increased to Rs. 41,11,400/- (Rupees four crores eleven lakhs fourteen hundred only).

AUDITORS

M/s. Ashok R. Gupta & Co, Chartered Accountants, statutory auditors of the Company has tentered their unwillingness to continue as Auditors of the Company and The Company has received undertaking from M/s. Honey Marwah & Associates, Chartered Accountants, having ICAI firm registration no. 524815 to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your Company Change their registered office firm 202A, Arunachal Building , Barakhamba Road, New Delhi – 110001 to 114, Triveni Complex, Jawahar Park, Laxmi Nagar, New Delhi – 110092.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no a foreign exchange earnings or outgo during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the Financial Year ended March 31, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year under review;

iii. the Directors have taken proper and sufficient 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 fraud and other irregularities; and

iv. the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to the customers of the Company for their confidence and patronage, as well as to the Government of India and Regulatory Authorities for their co-operation, support and guidance. Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company. Your Directors would also like to express their gratitude to the members for their trust and support.

By Order of the Board of Directors For Angels Enterprises Limited

Sd/- Sd/- Place: New Delhi Ghanshyam Sharma Vikas Saini Date: 03.09.2014 Director Director DIN 06463848 DIN 06503769

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Mar 31, 2013

The Members

M/S. ANGELS ENTERPRISES LIMITED

The Board of Directors are pleasure the Annual Report of the Company for the financial year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS :

Particulars Current Yr. 31.03.2013 Previous Yr. (Rs.) 31.03.2012 (Rs.)

Total Income/Loss 17,80,385 25,250

Less: Total Expenses 16,77,973.85 26,304

Profit Before Tax 1,02,411.15 -1,054

Profit/Loss after Tax 70,766.15 -1,054

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 17,80,385/- against Rs. 25,250.00/- in the previous year with total increase of Rs. 17,55,135. Net Profit before taxation for the financial year ended on 31st March, 2013 increased to Rs. 1,02,411.15/- against a loss of Rs. 1,054.00/- in the previous year. Consequently, the Profit after tax increase to Rs. 70,766.15/- from loss of Rs. -1,054.00/- as in the previous year.

3. DIVIDEND

The Board of Directors has not declared any dividend during the year due to inadequacy of profits.

4. DEPOSITS :

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

5. AUDITORS

To appoint M/s. Ashok R. Gupta & Co., Chartered Accountants as the Statutory Auditors of the Company in place of M/s. Garg Agrawal & Agrawal to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the company and to fix their remuneration.

6. PARTICULARS OF EMPLOYEES

As required by the provision of section 217(2A) of the Companies ACT, 1956. Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60, 00,000/- per annum or 5, 00,000/- per month for any part thereof.

7. DIRECTORS

Mr. Parag Mittal, Mr. Amit Kumar Saxena, Mr. Ghanshyam Sharma and Mr. Rajeev Jain were appointed by the Board of Directors in their meeting held on 31st January, 2013, 25th November, 2012, 21st May, 2013 and 25th November, 2012 respectively.

Further Mr. Manish Kumar Garg, Mr. Ankit Modi, Mr. Rakesh Jain and Mr. Rajeev Jain have resigned from the directorship of the company w.e.f 26th November 2012, 26th November 2012, 21st May 2013 and 25th June 2013.

In terms of Section 260 of the Companies Act, 1956, they hold office upto the date of this Annual General Meeting of the Company. Pursuant to Section 257 of the Companies Act, 1956, the Company has received notice along with a deposit of Rs. 500/- each from them offering their candidature for appointment as Directors, liable to retire by rotation.

8. COMPLIACE CERTIFICATE

A Certificate of compliance by a Company Secretary in practice referred to in the proviso to sub-section (1) of Section 383A of the Companies Act, 1956 read with Rule 2(b), 2(c) & Rule 3 of the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as Annexure-A.

9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no a foreign exchange earnings or outgo during the year under review.

10. DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:- (i) That in the preparation of the accounts for the financial year ended 31st March 2013 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 were 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 of the company for the year under review.

(iii) That the directors have taken proper and sufficient 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 fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

For and on behalf of the board ANGELS ENTERPRISES LIMITED

Sd/- Sd/- GHANSHYAM PARAG SHARMA MITTAL (DIRECTOR) (DIRECTOR)

Place: New Delhi Date: 02/09/2013

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Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the Annual Report and Audited Annual Accounts of the Company for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

During the year the company has incurred a Loss of 1054/-. Provision for income tax is Rs. NIL.

AUDITOR''S REPORT

There are no significant comments of Auditors, which require explanation in Directors'' Report.

FIXED DEPOSITS

Company has not invited or accepted any Fixed Deposits during the year under review.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

AUDITORS

M/s Garg Agrawal & Agrawal, Chartered Accountants, will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

PERSONNEL

None of the employees of the company is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are applicable.

STATUTORY INFORMATION

Your Company is committed to energy conservation at every stage of its operation. In order to conserve energy, various measures were taken which includes use of lower energy consuming devices. Further general awareness was created amongst the staff to conserve energy in every operation.

Since your Company''s operation does not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding technology absorption, are not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

- Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, we hereby state:

1. That in the preparation of the Annual Accounts for the financial year ended 31s March, 2012, the applicable Accounting Standards have been followed and then has been no material departure;

2. That the selected Accounting policies were applied consistently and the Director: 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 March. 31, 2012 and o1 the profit of the Company for the year ended on that day;

3. That 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;

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

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the co-operation and assistance received from the Company''s shareholders during the year under review.

For and on behalf of the Board of Directors



Director Director

Place: Delhi Date: 14.07.2012

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Annual Accounts of the Company for the year ended 31st March 2011.

FINANCIAL PERFORMANCE

During the year the company has incurred a Loss of 67,814/-. Provision for income tax is Rs. NIL

AUDITOR''S REPORT

There are no significant comments of Auditors, which require explanation in Directors'' Report.

FIXED DEPOSITS

Company has not invited or accepted any Fixed Deposits during the year under review.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

AUDITORS

M/s Garg Agrawal & Agrawal, Chartered Accountants, will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

PERSONNEL

None of the employees of the company is drawing remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are applicable.

STATUTORY INFORMATION

Your Company is committed to energy conservation at every stage of its operation. In order to conserve energy, various measures were taken which includes use of lower energy consuming devices. Further general awareness was created amongst the staff to conserve energy in every operation.

Since your Company''s operation does not involve technology absorption, the particulars as per the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding technology absorption, are not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, we hereby state:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed and there has been no material departure;

2. That the selected Accounting policies were applied consistently and the Directors 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 March 31, 2011 and of the profit of the Company for the year ended on that day;

3. That 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;

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

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the co-operation and assistance received from the Company''s shareholders during the year under review. For and on behalf of the Board of Directors

Director Director

Place: Delhi Date: 04.07.2011