Directors Report of Anukaran Commercial Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

(INR in Lakhs)

PARTICULARS 2014-15 2013-14

Net Sales /Income from

Business Operations (423.96) 2,768.27

Other Income 146.59 107.20

Total Income (277.37) 2,875.48

Less Interest - -

Profit before Depreciation (417.59) 19.62

Less Depreciation - -

Profit after depreciation and Interest (417.59) 19.62

Less Current Income Tax 13.80 3.75

Less Previous year adjustment of Income - - Tax(short provision)

Less Deferred Tax - -

Net Profit after Tax (431.39) 15.87

Dividend (including Interim if any and final) - -

Net Profit after dividend and Tax (431.39) 15.87

Amount transferred to General Reserve (431.39) 15.87

Balance carried to Balance Sheet - -

Earnings per share:

Earnings per share (Basic) (0.22) 0.00

Earnings per Share (Diluted) (0.22) 0.00

2. DIVIDEND

No Dividend was declared for the current financial year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. RESERVES

No amount has been carried by the Board to any Reserves.

5. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR.

Your Directors wish to present the details of Business operations done during the year under review:

During the year the Company had a loss Rs.(277.37) lakhs (Previous Year Rs. 2875.47Lakhs) after deduction of all expenses including depreciation Rs 0 (Previous Year Rs 0) and Provision for Tax Rs. 13.80 lakhs (Previous Year Rs 3.75 lakhs) and the Company has incurred a loss of Rs.(431.39) lakhs (Previous Year Rsl5.87)

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of Business.

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

The Company has taken adequate measures regarding internal control with reference to financial statement.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company do not have any Subsidiary/Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company do not have any Subsidiary/Joint Ventures/Associate Companies.

10. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

11. STATUTORY AUDITORS

M/s NPV& Associates, Chartered Accountants, who are Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting. The board assessed and determined that M/s NPV & Associates will be the statutory auditors for the Company. The Company has received letters from M/s NPV& Associates, Chartered Accountants to the effect that their reappointment, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

12. AUDITORS' REPORT

Auditors Report is self-explanatory and do not call for any explanation and clarification by directors.

13. SHARE CAPITAL

A) Issue of equity shares with differential rights

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

B) Issue of sweat equity shares

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

C) Issue of employee stock options

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

D) Provision Of Money By Company For Purchase Of Its Own Shares By Employees Or By Trustees For The Benefit Of Employees

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

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

Considering the fact that the Company is not a Manufacturing Company, the Directors have nothing to report pursuant the provisions of Section 134(m) of the Companies Act, 2013.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

16. DIRECTORS:

A) Changes in Directors And Key Managerial Personnel

Mr. Hemen Ratilal Shah (holding DIN 03425792) and Mr. Kushal Shah (holding DIN 00434124) as Director of the Company will retire by rotation at this Annual General Meeting and being eligible offers themselves for reappointment.

B) Declaration By An Independent Director And Re- Appointment, If Any

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Company had 6 Board meetings during the financial year under review.

18. AUDIT COMMITTEE

The composition of Audit Committee and attendance of members in the meeting.

Name of the Member No. of meeting held No. of meetings attended

Mr, Hemen Shah 5 5

Mr. Kushal Shah 5 5

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Anukaran Commercial Enterprises Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior to ensure that a robust vigil mechanism is in place. Towards this end, the Company has formulated a code of conduct for employees through various policies. The Company has also formulated a separate code of conduct for directors and senior management personnel.

The Whistle Blower Policy providing a mechanism to employee of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct was already in place.

Pursuant to Section 177(9) of Companies Act, 2013, every listed Company shall establish a vigil mechanism for directors, employees to report genuine concern or grievances.

Clause 49 of Listing Agreement provides for establishment of vigil mechanism for directors and employees for above mentioned matters.

The Company's Whistle Blower Policy has been reviewed and amended in the light of the requirement of the Companies Act, 2013 and Clause 49 of the Listing Agreement to ensure highest standards of professionalism, honesty, integrity and ethical behavior through robust vigil mechanism.

20. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee and attendance of members in the meeting.

Name of the Member No. of meeting held No. of meetings attended

Mr.Hemen Shah 4 4

Mr.Kushal Shah 4 4

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of Loans, guarantees or investments made under Section 186 is to Maximaa Systems Limited Rs 50 lakhs.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of Loans, guarantees or investments made under Section 186 is to Maximaa Systems Limited Rs 50 lakhs.

23. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by Prasad Raghunath Baraskar, a company secretary in practice shall be in annexure - 1 with the report.

24. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement.

25. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

26. 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, has 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.

27. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs) Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Total Income 3798.66 2875.47

Total Expenses 2855.85 3798.35

Profit/ (Loss) Before Depreciation & Tax 19.62 0.31

Less: Depreciation& Tax - -

Provision For Tax (3.75) (0.06)

Provision for FBT. - -

Profit / (Loss) After Tax 15.87 0.25

Deferred Tax (Assets) Liability - -

Net Profit / (Loss) for the Year 15.87 0.25

Performance:

During the year under review your Company has earned an income of Rs. 2875.47Lakhs (Previous Year Rs. 3798.66), after deduction of all expenses including depreciation(Rs 0) and Rs.375000/- (Provision for Tax) your Company has incurred a profit of Rs. 15,87,117/- (Previous year Profitof Rs. 0.25 Lakhs)which is carried to Balance sheet under the head reserves and surplus.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

With a view to conserve the financial resources for the future operations of the Company, the Directors have thought it prudent not to recommend any dividend for the year ended 31st March, 2014.

Dematerialization of the securities of the Company:

The Company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization the new ISIN allotted to shares of the Company is INE090G01028. Shareholders are requested to take benefits of Dematerialization.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed.

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

- Proper and sufficient care have been taken 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.

- The attached Statement of Accounts for the year ended March 31, 2014have been prepared on a going concern basis.

Public Deposits:

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

Directors:

Mr. Manoj Shah has resigned from Directorship w.e.f. 3rd July, 2014

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. HemenRatilal Shah (holding DIN 03425792) & Mr. KushalShah (holding DIN 00434124), Directors of the Company, shall retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Auditors:

M/s NPV& Associates, Chartered Accountants, who are Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting. The board assessed and determined that M/s NPV& Associates will be the statutory auditors for the Company. The Company has received letters from M/s NPV& Associates, Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits section 139 of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

Auditors'' Comment:

Auditors Report is self-explanatory and do not call for any explanation and clarification by directors.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Considering the fact that the Company is not a Manufacturing Company, the Directors have nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Particulars of employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

On behalf of the Board of Directors

Kushal Shah Managing Director

Place: Mumbai Dated: 30th August, 2014

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Mar 31, 2013

The Members,

The Directors have pleasure in presenting the Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31/03/2013 31/03/2012

Total Income 3798.66 629.45

Total Expenses 3798.35 653.39

Profit/ (Loss) Before Depreciation & Tax 0.31 (23.94)

Less: Depreciation & Tax - -

Provision For Tax (0.06) -

Provision for FBT. - -

Profit / (Loss) After Tax 0.25 (23.94)

Deferred Tax (Assets) Liability - -

Net Profit / (Loss) for the Year 0.25 (23.94)

Performance:

During the year under review your Company has earned an income of Rs. 3798.66 Lakhs (Previous Year Rs. 629.45), after deduction of all expenses including depreciation(Rs 0) and Rs.6000/- (Provision for Tax) your Company has incurred a profit of Rs. 25,360/- (Previous year Loss of Rs. 23.94 Lakhs) which is carried to Balance sheet under the head reserves and surplus.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Bonus Issue :

The Board had recommended for bonus issue of equity shares in proportion of Eight equity shares for every Ten equity share held by the members on a date fixed by the Board of Directors

Split :

The Board had recommended for increase in the Authorised Capital from Rs.11,00,00,000 (Rupees Eleven Crores) to Rs. 20,00,00,000 (Rupees Twenty Crores) and that the same be subdivided in to 20,00,00,000 (Twenty Crore) equity shares of Re. 1/- (Rupee One) each.

Dividend:

With a view to conserve the financial resources for the future operations of the Company, the Directors have thought it prudent not to recommend any dividend for the year ended 31st March, 2013.

Transfer of unpaid/ unclaimed dividend:

The Company has no liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

Dematerialisation of the securities of the Company:

The Company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization the new ISIN allotted to shares of the Company is INE090G01028. Shareholders are requested to take benefits of Dematerialization.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed.

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

- Proper and sufficient care have been taken 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.

- The attached Statement of Accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Public Deposits:

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Manoj Shah & Mr. Kushal Shah, Directors of the Company, shall retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Mr Dumpy Gangar who holds office as additional director upto ensuing annual general meeting, has given notice pursuant to section 257 of the Companies Act 1956, proposing his candidature as a "Director of the company , be and is hereby appointed as a Director of the Company, liable to retire by rotation."

A brief profile of the above directors is attached to the Notice of the Meeting.

Auditors:

M/s NPV & Associates, Chartered Accountants, who are Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act up to the conclusion of the forthcoming Annual General Meeting. The board assessed and determined that M/s NPV & Associates will be the statutory auditors for the Company. The Company has received letters from M/s NPV & Associates, Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section of 226 of the Companies Act, 1956.

Auditors'' Comment:

The observations made by the Auditors in the Auditors'' Reports read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo: Considering the fact that the Company is not a Manufacturing Company, the Directors have nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Particulars of employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

On behalf of the Board of Directors

Kushal Shah

Managing Director

Place: Mumbai

Dated: 14th August, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. In Lakhs)

Particulars Year Ended Year Ended 31/03/2012 31/03/2011

Total Income 629.45 -

Total Expenses 653.39 18.42

Profit/ (Loss) Before Depreciation & Tax (23.94) (18.42)

Less: Depreciation & Tax - -

Provision For Tax - -

Provision for FBT. - -

Profit / (Loss) After Tax (23.94) (18.42)

Deferred Tax (Assets) Liability - -

Net Profit / (Loss) for the Year (23.94) (18.42)

Performance:

During the year under review your Company has earned a trading income of Rs. 629.45 Lakhs (Previous Year Rs. 0), after deduction of all expenses including depreciation, of Rs. 0 your Company has incurred a loss of Rs. 23.94 Lakhs (Previous year of Rs. 18.42 Lakhs) which is carried to Balance sheet under the head reserves and surplus.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Preferential Issue:

During the year under review, the Board of Directors felt that with the increase in the Company's operations into various infrastructure segments there is a need for raising funds through preferential allotment in order to utilize the same for the increasing operations, hence in order to strengthen its financial position and net worth by augmenting long term resources, a decision was taken to issue 50,00,000 shares on preferential basis.

Dividend:

With a view to conserve the financial resources for the future operations of the Company, the Directors have thought it prudent not to recommend any dividend for the year ended 31st March, 2012.

Transfer of unpaid/ unclaimed dividend:

The Company has no liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

Dematerialisation of the securities of the Company:

The Company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization the ISIN allotted to shares of the Company is INE090G01010. Shareholders are requested to take benefits of Dematerialization.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed.

- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

- Proper and sufficient care have been taken 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.

- The attached Statement of Accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

Public Deposits:

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act 1956.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Milan Chitalia & Mr. Hemen Shah, Directors of the Company, shall retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. A brief profile of the above directors is attached to the Notice of the Meeting.

Auditors:

M/s NPV & Associates, Chartered Accountants, who are Statutory Auditors of the Company, hold office, in accordance with the provisions of the Act up to the conclusion of the forthcoming Annual General Meeting. The board assessed and determined that M/s NPV & Associates will be the statutory auditors for the Company. The Company has received letters from M/s NPV & Associates, Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section of 226 of the Companies Act, 1956.

Auditors' Comment:

The observations made by the Auditors in the Auditors' Reports read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Considering the fact that the Company is not a Manufacturing Company, the Directors have nothing to report pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Particulars of employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

On behalf of the Board of Directors

Kushal Shah

Managing Director

Place: Mumbai

Dated: 14th August, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS;

(Rs.In lacs)

Particulars For The Year For The Year Ended On Ended On 31/03/2010 31/03/2009

Total Income 28.20 241.35

Total Expenses 11.60 240.62

Profit Before Depreciation & Tax 16.60 0.73

Depreciation 0.59 0.69

Provision For Tax 2.47 0.00

Provision for FBT. 0.00 0.00

Profit / (Loss) After Tax. 13.54 0,04

Deferred Tax (Assets) Liability 0.00 0.00

Net Profit / (Loss) for the Year 13.54 0.04

Performance:

During the year under review your company has earned a net trading income of Rs. 0.00 Lacs (Previous Year Rs. 241.27 Lacs), Other Income of Rs. 28.20 Lacs (Previous Year Rs. 0.08 Lacs) and Total income of Rs. 28.20 Lacs (Previous year Rs. 241.35 Lacs). After deduction of all Expenses including depreciation, of Rs. 12.19 Lacs (Previous Year Rs. 241.31 Lacs) your company has earned a gross profit of Rs. 16.01 Lacs (Previous year of Rs. 0.04 Lacs). After making provisions of Corporate Income Tax, FBT and Deferred Tax Assets, your company has earned a Net Profit of Rs. 13.54 Lacs (Previous Year of Rs. 0.04 Lacs) which is carried to Balance sheet as profit & Loss account debit balance and show accordingly.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

With a view to conserve the financial resources for the future operations of the Company, the Directors have thought it prudent not to recommend any dividend for the year ended 31st March, 2010.

Transfer of unpaid/ unclaimed dividend:

The Company has no liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

Information pursuant to the listing agreement and SEBI circular no. SMDRP / cir- 14 / 98 dated April 29th, 1998

The Companys shares are at present listed on Bombay Stock Exchanges. The complete addresses are given elsewhere in this report. The Company has paid the Annual listing fees for the years 2010-2011 of Bombay Stock Exchange. The shares of the company are freely tradable on Bombay stock Exchange.

Dematerialisation of the securities of the Company:

The Company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization the ISIN allotted to shares of the company is INE090G01010. Shareholders are requested to take benefits of Dematerializations.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed.

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

- proper and sufficient care have been taken 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.

- the attached Statement of Accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Public Deposits:

During the year under review your company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kushal Shah, Mr. Faiyaz Rangwala and Mr. Krishna Birmole, Directors of the Company, shall retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

A brief profile of the above directors is attached to the Notice of the ensuing Annual General Meeting.

Secretarial Compliance Certificate:

Pursuant to the provision to Section 383(A) (1) of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001, Secretarial Compliance Certificate is obtained from M/s Kaushal Dalai & Associates, Practicing Company Secretaries.

Auditors:

M/s Umesh P. Gosar & Associates, Chartered Accountants, who are Statutory Auditors of the company, hold office, in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting. The board assessed and determined that M/s Umesh P. Gosar & Associates will be the statutory auditors for the company. The company has received letters from M/s Umesh P. Gosar & Associates, Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section of 226 of the Companies Act, 1956.

Auditors Comment:

The observations made by the Auditors in the Auditors Reports read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Considering the fact that the Company is not a Manufacturing Company, the Directors have nothing to report pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Particulars of employees:

During the year under review, none of the employees of the company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Bonus issue of Equity shares:

The Board has recommended for bonus issue of equity shares of face value Rs. 10/- each in proportion of five equity shares for every one equity share held by the members on a date to be fixed by the Board of Directors.

Acknowledgements

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

On behalf of the Board of Directors

Place: Mumbai Sd/- Sd/-

Dated: 25th May, 2010. Director Director