Directors Report of Ashoka Refineries Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 24th Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st Mar'15.

1. FINANCIAL RESULTS:

Particulars 31st March, 2015 31st March, 2014

Operating Income 1,60,548.00 2,17,313.00

Other Income 1,855.00 5,206.00

Total Receipts: 1,62,403.00 2,22,519.00

Total Expenses 5,26,218.00 2,38,501.00

Loss Before Tax: (3,63,815.00) 21,740.00

Tax Expenses 0.0 5,228

Loss for the period : (3,63,815.00) 16,512.00

Earnings Per Share (in Rs.) (0.11) 0.00

2. PERFORMANCE REVIEW

During the year under review, the total turnover and other income of the Company was Rs. 1.62 lacs as against Rs. 2.22 lacs during the previous financial year. The Company recorded a net loss of Rs. 3.63 lacs during the year under review. Your Directors regret for the poor performance of the company. Prospects for current year feels that, barring any unforeseen circumstances, the prospects for the current year are much favorable as compared to the year under review. The Company is making all efforts to cope up with the market situations and achieve significant increase in the operations.

3. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES

The loss is proposed to be transferred to Profit & Loss Account.

4. DIVIDEND

In view of losses, your directors are not in a position to recommend any dividend for the period under review.

5. CHANGE IN THE NATURE OF BUSINESS. IF ANY

There is no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred during the current year.

7. 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

There are no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8. INDUSTRIAL RELATIONS:

The Company is not running any industry. The management & employer relations continue to be cordial.

9. LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE). The company is duly complying with Listing Agreement from time to time.

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

The Company has adequate Internal Control System, commensurate with its size, scale and operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation was observed.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. The Company is also not a subsidiary of any other company.

12. DEPOSITS:

The Company did not accept any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under. As such there are no small depositors in the company.

13. STATUTORY AUDITORS

M/s Agrawal Shukla & Co., Chartered Accountants as auditors, if elected, will hold office for 5 years commencing from financial year 2015-16 from the conclusion of this Annual General Meeting in place of the retiring Auditors, M/s Sunil Johri & Associates, Chartered Accountants who are not eligible for re-appointment due to their previous tenure of 10 years and ineligibility to continue as Auditors in terms of Section 139(2) of the Companies Act, 2013. Under Section 139(2) of the Companies Act, 2013, they have furnished the certificate of their eligibility for re-appointment.

M/s Agrawal Shukla & Co. has given their consent to act as Statutory Auditors of the Company.

Directors recommend their appointment on a remuneration to be later decided by the Board of Director and the Auditor mutually for the ensuing Financial Year i. e. 2015-16.

14. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts stand explained in the notes to accounts which are self-explanatory.

15. Directors

a) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 Shri Sudhir Dixit, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Your Directors recommend his appointment as Director. He will however continue to be Chief Financial Officer of the Company.

b) Re-appointment of Managing Director

Shri Shabir Memon, Managing Director whose term has ended on 31st March, 2015 is eligible to be reappointment as Managing Director. Your Directors recommend the re-appointment of Shri. Shabir Memon for a further period of five years commencing from 1st April, 2015.

c) Women Director:

Smt. Satyawati Parashar serves as the woman director of the company she was appointed as an additional director of the Company on 30th Mar, 2015 by the board of directors requires to be appointed as regular director at the ensuing Annual General meeting.

Your Directors recommend her appointment as an Independent Director of the Company.

d) Declaration by Independent Director(s) and re - appointment

Pursuant to Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Independent Directors may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 01st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. Presently, Smt. Satyawati Parashar, Shri Ravi Kamra and Shri Deepak Tyagi are the Independent Directors of the Company. As per their existing terms of appointment, Smt. Satyawati Parashar, Shri Ravindra Pokharana and Shri Rishi Dave can be re-appointed. The Board recommends appointment of them as independent directors of the Company for a fixed term of 5 years commencing from the conclusion of the ensuing Annual General meeting.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors.

All the proposed directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Company's business. Keeping in view, the educational / professional qualifications, working experience, expertise in line with Company's business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company at the ensuing Annual General Meeting.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

e) Declaration by Directors under Section 184

Directors declare that no directors are disqualified from being appointed as Director of the Company under Section 184 of the Companies Act, 2013.

16. SHARE CAPITAL

a. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year.

b. Issue of sweat equity shares

The Company has not issued any sweat equity shares during the year

c. Issue of employee stock options

The Company has not issued employee stock options during the year.

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 made any provision for purchase of its own shares during the year.

17. EXTRACT OF THE ANNUAL RETURN AS REQUIRED UNDER SECTION 92(3) OF THE COMPANIES ACT. 201 3

Extract of Annual return of the Company is annexed herewith as an Annexure-6 to this report.

18. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology Absorption under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are attracted.

As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no policy or disclosures are required to be made under the said section or applicable rules.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

1 14.05.2014 4 4

2 15.07.2014 4 4

3 17.11.2014 4 3

4 04.09.2014 4 4

5 14.02.2015 4 3

6 30.03.2015 4 4

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company did not enter into any contract or arrangement during the financial year with related parties. Form AOC-2 as required under the Companies (Accounts) Rules, 2014 is attached as Annexure-5.

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 6 and 7 to the Financial Statements.

23. DISCLOSURE OF DIRECTORS' REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no remuneration has been paid to any of the Directors of the Company.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed CS Satish Batra, a practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015. His report is annexed herewith as Annexure-4. The report does not contain any qualification, reservation or adverse remark.

25. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Company has implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure-1) as stipulated under the Listing Agreement forms an integral part of the Report.

The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance (Annexure-5).

26. RISK MANAGEMENT POLICY

In today's business environment, Risk Management is a very important part of business The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to time. The policy of the company is to comply with statutory requirements and try to overcome the risk of penalties and prosecutions.

The Company does not have any insurable assets. However, the policy of the Company is to keep insured all insurable assets to keep them adequately insured against risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed: -

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

ii. The directors have ensured that all applicable accounting policies are applied them consistently and directors 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 as at 31st March, 2105 and of the profit and loss of the company for that period;

iii. The directors had taken and continue to take 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;

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

v. The directors had laid and continue to lay down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

28. PERSONNEL:

There was no employee receiving remuneration attracting provisions of section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in Annexure - 3.

30. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Directors further state that during the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributions made by employees of the company and cooperation extended by the bankers and all persons who have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in the company.

BY AND ON BEHALF OF THE BOARD.

SD/- SD/- (Shabir Menon) (Sudhir Dixit) DATED: 28th May, 2015 Managing Director Director PLACE: RAIPUR (C.G.) DIN 02023147 DIN 02023147

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 23rd Annual Report on the business and operation of the Company together with audited statement of accounts for the period ending 31st Mar''14.

1. FINANCIAL RESULTS:

Particulars Financial year ended 31st March 2014 2013

Operating Income 2,17,313 4,42,460

Other Income 5,206 15,00,000

Total Receipts: 2,22,519 19,42,460

Employee Benefit Expenses 16 200 16 200

Finance Cost 257 0

Other expenses 2,22,044 18,52,401

Total Expenses 2,38,501 18,68,601

Profit Before Tax: 21,740 73,859

Tax Expenses 5,228 29,250

Profit for the period : 16,512 44,609

Earning Per Share (in Rs.) 0.0 0 01

2. APPROPRIATION:

No amount is proposed to be transferred to Reserves. The Profit has been carried over to Balance Sheet under Surplus in statement of Profit & Loss.

3. DIVIDEND

Due to inadequacy of profits, the Board of Directors regrets that no dividend is being recommended for the year under review.

4. PERFORMANCE REVIEW

The most significant event has been that the BSE has revoked suspension of trading in securities of the Company during the year. The equity shares are tradable on BSE.

Due to non-renewal of C & H activities, the revenue has further declined. The total income for the financial year 2013-14 is Rs.2.17 lacs as against Rs. 4.42 lacs for the year 2012-13. The profit before tax is Rs.0.21 lacs and profit after tax is Rs.0.16 lacs for the year under review against the profit before tax of Rs.0.73 lacs and profit after tax of Rs.0.40 lacs for the year 2012-13 respectively.

Your Directors feel that, barring any unforeseen circumstances, the prospects for the current year are much favorable as compared to the year under review. The Company is making all efforts cope up with the market situations and increase the operations.

5. No material changes and commitment occurred since the conclusion of the financial year.

6. PERSONNEL:

Since there was no employee who was drawing more than Rs.60.00 Lacs per annum, if employed through out the year, or Rs.500000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (particulars of the employees) rules 1974 as amended is not given.

7. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

The Company have not been engaged in manufacturing activities and as such the provisions of section 217 (i) (e) of the companies Act, 1956 read with the companies (disclosure of particulars in report of Board of Directors) rules 1988, regarding conservation of energy are not applicable.

R&D efforts were not made towards technology absorption and no foreign exchange outgo and inflow included during the year.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis (MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

9. DEPOSITS:

Company has not accepted any deposits from public which is covered within the meaning of section 58-A & 58-AA of companies Act.

10. DIRECTORS

Shri Shabir Menon & Shri Sudhir Dixit Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Your directors recommend his appointment.

Directors declared that no directors are disqualified from being appointed as Director of the Company under Section 184 of The Companies Act, 2013.

Women Director:

Smt. Satyawati Parashar has informed of her consent to get appointed as a women director in accordance with the provisions of the listing agreement as well the provisions of the Companies Act, 2013 at the ensuing annual general meeting.

11. DIRECTORS RESPONSIBILITY STATEMENT

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

i. That in the preparation of the account for the financial year ended on 31st March'' 2014, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for the year under review;

iii. That the Directors have taken proper a 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'' 2014 on a going concern basis.

12. AUDITORS

M/s Sunil Johri & Associates, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits of section 139 (2) of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

Directors recommend their reappointment on a remuneration to be decided by the Board and the Auditor mutually for the ensuing Financial Year i.e. 2014-15.

13. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts stand explained in the notes to accounts which are self-explanatory.

14. VIGIL MECHANISM:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges has to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

15. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributions made by employees of the company and cooperation extended by the bankers and all persons who have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in the company.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNELWITH THE COMPANY''S CODE OF CONDUCT:

This is to confirm that the Company has adopted Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. I confirm that the Company has in respect of the financial year ended March 31, 2014, received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

BY AND ON BEHALF OF THE BOARD.

SD/- SD/-

(Ravi Kamra) (Sudhir Dixit) Director Director DIN 00745058 DIN 02023125

DATED: 02.09.2014 PLACE: RAIPUR (C.G.)

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Mar 31, 2013

TO THE MEMBERS

The Director present their 22nd Annual Report together wilh the Audited Accounts for the year weed 31st March, 2013.

I FINANCIAL RESULTS

Rupees in lacs YEAR ENDED 31-03-2013 31-03-2012

SALES / INCOME 4.42 3.48

PROFIT /(LOSS) BBFORE INTT 0.74 0.93

INTEREST --- ---

PROVISlON FOR APPRECIATION --- ---

PROVISION FOR TAX 0.29 0.31

PROFITS (167.14) (167,76)

NET PROFIT/LOSS 0.45 0.62

NET PROFIT / (LOSS) CARRIED OVER (166.69) (167.14)

2. DIVIDEND

No dividend is being proposed in view of inadequate profits

3. OPERATIONS AND PROSPECTS FOR THE CURRENT YEAR.

Due to non-renewal of C &F activities, the revenue has substantiall declined. The company has received in-principle approval from BSE Ltd for trading of equity shares. The notification is expected shortly. Efforts are being made to improve the performance in the current year.

4. DIRECTORS

Diretors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

I. That in the prepration of the account for the financial year ended on 31st March 2013 the applicable accounting standards have been followed end there were no material departures.

II. That the Directors have selected such accounting policies and applied them consistently and made. judgment and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the company for the year under review.

III. That the Directors have taken appropriate and sufficient care for the maintenanceoff adequate accounting records in accordance with the provision of the companies Act, 1956 lor safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. That the Director have prepared the accounts for the financial year ended 31st March''2013 on a going concern basis.

6. CORPORATE GOVERNANCE

As a listed company on Mumbai & M.P, Stock Exchange, the company has complied to the material resists with the features of corporate governance as specified in the Listing Agreement.

7. AUDITORS

Directors recomended appointment of M/s Sunil Johri & Associates Chartered Accountants, Raipur who hold office as auditors of the Company up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

8. PERSONNEL

There was no employee who was drawing more than more than the limit prescribed under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (Particulars of the Employees) rules 1975.

9. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is engaged only in C & F Activity Lie requirements of section 217 (i) (e) Of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules l988, regarding conservation of energy technology absorption and foreign exchange and outgo, are not applicable.

10. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation of the employees of the company and your director also acknowledge the trust and confidence reposed by you in the company.



For and an behalf of the Board



DIRECTOR DIRECTOR

PLACE: RAJPUR

DATED: 08-07-2013

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Mar 31, 2012

TO THE MEMBERS:

The Directors present their 21st Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS Rupees in lacs

YEAR ENDED 31-03-2012 31-03-2011

SALES/INCOME 3.48 2.38

PROFIT/(LOSS) BEFORE INTT. 0.93 1.01

INTEREST - -

PROVISION FOR DEPRECIATION - -

PROVISION FOR TAX 0.31 0.35

PROFIT & LOSS B/F (167.76) (168.42)

NET PROFIT/(LOSS) 0.62 0.66

NET PROFIT/(LOSS) CARRIED OVER (167.14) (167.76)

DIVIDEND

In order to strength the net-worth of the company, your directors do not recommend any dividend for the year ended 31st March, 2012.

MATERIAL CHANGES SINCE CLOSURE OF ACCOUNTS:

The directors are pleased to inform that the BSE has agreed to revoke the suspension order on trading subject to compliance of certain conditions and payment of fees. The Company has paid the fees and the conditions are being complied with. There are no other material changes since closure of accounts on 31st March, 2012.

OPERATIONS & FUTURE PROSPECTS:

The Company's income has marginally increased during the year. The Company is looking for opportunities to carry on business on regular basis. Since, as stated above, the securities of the Company will be traded on BSE, the directors will be in a position to draw plans on bigger scale due to investors' support.

DIRECTORS

Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956. Shri Ravi Kamra and Shri Deepak Tyagi, directors of the Company retire by rotation and are eligible for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

I. That in the preparation of the account for the financial year ended on 31st March'2012 the applicable accounting standards have been followed and there were no material departures.

II. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 appropriate and sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31st March'2012 on a going concern basis.

CORPORATE GOVERNANCE

As a listed company on BSE & M.P. Stock Exchange, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement.

AUDITORS

Directors recommended the appointment of M/s. Sunil Johri & Associates Chartered Accountants, Raipur who hold office as auditors of the company up to the conclusion of at the ensuing Annual General Meeting are eligible for re-appointment.

PERSONNEL

There was no employee drawing salary in excess of the limit under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (Particulars of the Employees) rules 1975 as amended is NIL.

CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is engaged only in C & F Activity the requirements of section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, regarding conservation of energy technology absorption and foreign exchange and outgo, are not applicable.

ACKNOWLEDGEMENT

Your directors wish to acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board

DIRECTOR DIRECTOR

PLACE: RAIPUR

DATED: 1st September, 2012

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Mar 31, 2011

TO THE MEMBERS:

The Directors present their 20th Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

Rupees in lacs

YEAR ENDED 31-03-2011 31-03-2010

SALES / INCOME 2.38 37.55

PROFIT / (LOSS) BEFORE INTT. 101 35.68

INTEREST - -

PROVISION FOR DEPRECIATION - -

PROVISION FOR TAX 0.35 11.04

NET PROFIT / (LOSS) 0.66 24.64

2. DIVIDEND

In order to strength the net-worth of the company, your directors do not recommend any dividend for the year ended 31st March 2011.

3. OPERATIONS

Due to non-renewal of C & F activities, the revenue has substantially declined. Efforts are being made to improve the position in the current year.

4. DIRECTORS

Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

5. DIRECTORS' RESPONSIBILITY STATEMENT

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

I. That in the preparation of the account for the financial year ended on 31st March'2011 the applicable accounting standards have been followed and there were no material departures.

II. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 appropriate and sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31st March'2011 on a going concern basis.

6. CORPORATE GOVERNANCE

As a listed company on Mumbai & M.P. Stock Exchange, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement.

7. AUDITORS

Directors recommended the appointment of M/s Sunil Johri & Associates Chartered Accountants, Raipur who hold office as auditors of the company up to the conclusion of at the ensuing Annual General Meeting are eligible for re-appointment.

8. PERSONNEL

There was no employee who was drawing more than Rs. 24.00 lacs per annum, if employed through out the year, or Rs. 2,00,000/- Per month if employed for the part of the year. The required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (Particulars of the Employees) rules 1975 as amended is NIL.

9. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is engaged only in C & F Activity the requirements of section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, regarding conservation of energy technology absorption and foreign exchange and (out go are not applicable.

10. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board SUDHIR DIXIT DIRECTOR

PLACE: RAIPUR DATED: 05-08-2011

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Mar 31, 2010

The Directors present their 19th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Rupees in lacs

YEAR ENDED 31-03-2010 31-03-2009

SALES / INCOME 37.55 19.81

PROFIT / (LOSS) BEFORE INTT. 35,68 13.72

INTEREST -- --

PROVISION FOR DEPRECIATION

PROVISION FOR TAX 11.04 0.80

NET PROFIT / (LOSS) 24.64 12.92

2. DIVIDEND

In order to strength the net-worth of the company, your directors do not recommend any dividend for the year ended 31st March 2010.

3. OPERATIONS

Due to non-renewal of C & F activities, the revenue has substantially declined. Efforts are being made to improve the position in the current year.

4. DIRECTORS

Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-1 of Section 274 of the Companies Act, 1956.

5. DIRECTORS RESPONSIBILITY STATEMENT

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

I. That in the preparation of the account for the financial year ended on 31st March2010 the applicable accounting standards have been followed and there were no material departures.

II. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 appropriate and sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31st March2010 on a going concern basis.

6. CORPORATE GOVERNANCE

As a listed company on Mumbai & M. P. Stock Exchange, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement.

7. AUDITORS

Directors recommended the appointment of M/s Sunil Johri & Associates Chartered Accountants, Raipur who hold office as auditors of the company up to the conclusion of at the ensuing Annual General Meeting are eligible for re-appointment.

8. PERSONNEL

There was no employee who was drawing more than Rs. 24.00 lacs per annum, if employed through out the year, or Rs. 2,00,000/- Per month if employed for the part of the year. The required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (Particulars of the Employees) rules 1975 as amended is NIL.

9. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is engaged only in C & F Activity the requirements of section 217 (i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, regarding conservationijof— energy technology absorption and foreign exchange and outgo, are not applicable^

10. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company.

For and behalf of the Board

SUDHIR DIXIT DIRECTOR

PLACE: RAIPUR DATED: 22-08-2010

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Mar 31, 2009

The Directors present their 18th Annual Report together with the Audited Accounts for the Year ended 31st March. 2009

1.FINANCIAL RESULTS

Rupees in lacs

YEAR ENDED 13-03-2009 31-03-2008

SALES / INCOME 19.81 31.97

PROFIT /(LOSS) BEFORE INTT 13.72 1.21

Interest - - PROVISION FOR DEPRECIATION - -

PROVISION FOR TAX 0.80 0.16

NET PROFIT / (LOSS) 12.92 1.05



2. DIVIDEND

In order to strength the net-worth of the company, your directors do not recommend am dividend for the year ended 31st March 2009.

3. OPERATIONS

Due to non-renewal of C&F activities. the reenuc has substantially declined Efforts are being made to improve the position in the current year.

4. DIRECTORS

Directors declare that none of the directors is disqualified from being appointed as Director of the Company under clause-g of sub-section-l of Section 274 of the Companies Act. 1956.

5. DIRECTORS" RESPONSIBILITY STATEMENT

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

1 That in the preparation of she account for the financial year ended on 31st March2009 the applicable accounting standards have been followed and there were no material departures

II That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for the year under review.

III. That the Directors have taken proper an sufficient care 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. That the Directors have prepared the accounts for the financial year ended 31st March 2009 on a going concern basis.

6. CORPORATE GOVERNANCE

As a listed company on Mumbai & M P. Stock Exchange, the company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement.

7. AUDITORS

Directors recommended the appointment of M/s Sunil Johri & Associates Chartered Accountants. Raipur who hold office as auditors of the company up to the conclusion of at the ensuing Annual General Meeting are eligible for re-appointment.

8. PERSONNEL

There was no employee who was drawing more than Rs. 24.00 lacs per annum, if employed through out the year, or Rs 2.00.000/- Per month if employed for the part of the year. The required information under sub-section (2A) of section 217 of the companies Act. 195<> read with companies (Particulars of the Employees) rules 1975 as amended is NIL

9. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION

Since the company is engaged only C & F Activity the requirements of section 2 17 (e) of the Companies Ac. 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors Rules 1988. regarding conservation of energy technology absorption and foreign exchange and outgo, are not applicable.

10. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the employees of the company and your directors also acknowledge the trust and confidence reposed by you in the company

For and on behalf of the Board

DIRECTOR DIRECTOR

PLACE: RAIPUR

DATED : 18.08.2009