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Directors Report of Autoriders Finance Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors is pleased to present the Thirtieth Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2015.

FINANCIAL RESULTS :

The Company's financial performance for the year ended March 31, 2015 is summarized below:

Particulars For the year For the year ended ended 31.03.2015 31.03.2014 (Rs. in Lacs) (Rs. in Lacs)

Revenue from Operations 0.46 0.55

Profit before Tax (6.51) (77.42)

Less: Tax Expenses - -

Current Tax - -

Current Tax for Prior Years - -

Deferred Tax - -

Profit for the year (6.51) (77.42)

Interim Dividend - -

Corporate Dividend Tax - -

Transfer to General Reserve - -

Earnings per Share of Rs. 10/- (0.05) (0.59)

Your Company has incurred loss of Rs. 6.51 lacs as against loss of Rs. 77.42 lacs in the previous year.

DUES TO CONSORTIUM BANKS

As reported earlier, the company's proposal vide its letter dated 6.11.2007 for One Time Settlement (OTS) with Consortium Banks has been accepted for Rs. 14.29 crores by them vide letter dated 28.2.2008 of lead bank and accordingly the Company has complied with all the terms including the handing over of the mortgaged property. And the balances lying in the accounts of Consortium of Banks written back and transferred to reserves and surplus.

DUES TO FINANCIAL INSTITUTIONS

The company negotiated with both the entitles of erstwhile Unit Trust of India for One Time Settlement (OTS) for a Lump sum amount Rs. 9.00 crores against the total outstanding along with reimbursement of legal expenses of Rs. 5929145/- as per the letter dated 20th February, 2015. And the balances lying in the accounts of Unit Trust of India written back and transferred to reserves and surplus.

STARTING A VIABLE BUSINESS

The management is desirous of evaluating new business opportunities in the coming days as pending matters with lenders have been settled, except with the consortium banks who is yet to issue no due certificate. The Company is utilizing the infrastructure facilities of the group companies for its minimal operations.

DIVIDEND

Your Directors regret their inability to propose any dividend in view of the non-operation and accumulated losses of the Company.

CURRENT STATUS

The Company is not pursuing any business activity for number of years and accordingly accounts have been prepared on basis of assumption that the Company is "not a going concern". However, the accounts has not been restated at realisable value, as there are no assets.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the status of the company as "not a going concern". There is no revision made in the Board's Report and whatever submitted herewith is the final report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate Annexure to this Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2015. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Mr. S. N. Jhalani (DIN No.00520148) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment.

Shri Shaildera Banwarilal Agarwal (DIN No.07121446) was appointed as an Additional Director with effect from 30th March, 2015. As an Additional Director Mr. Shaildera Banwarilal, Agarwal holds office up to the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature of Shri Shaildera Banwarilal Agarwal for his appointment as Director at the next Annual General Meeting. The Board recommends for his appointment.

Mr. Gokulsingh Dhondusingh Rajput (DIN No.01934109) was appointed as an Additional Director with effect from 30th March, 2015. As an Additional Director Mr. Gokulsingh Dhondusingh Rajput holds office up to the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature of Mr. Gokulsingh Dhondusingh Rajput for his appointment as Director at the next Annual General Meeting. The Board recommends for his appointment.

Mrs. Maneka Vijay Mulchandani (DIN No.00491027) was appointed as an Additional Director with effect from 30th March, 2015. As an Additional Director Mrs. Maneka Vijay Mulchandani holds office up to the date of the ensuing Annual General Meeting and being eligible, offers herself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature of Mrs. Maneka Vijay Mulchandani for her appointment as Director at the next Annual General Meeting. The Board recommends for her appointment.

Mr. Bodhraj Kishore (DIN No. 02596199), Nominee Director. The board received letter from UTI communicating withdrawal of its Nominee Director Mr. Bodhraj Kishore from the board of the company. Accordingly, the cessation of his directorship has been filed with effect from 30.3.2015.

(ii) Key Managerial Personnel

As stated above the company is reporting as 'not a going concern' and there are no employees in the company.

(iii) Declaration by an Independent Director(s)

The Company has complied with clause 49 of Listing Agreement and according to the provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013

(iv) Annual Evaluation of Board

As stated above the company is reporting as 'not a going concern'. Though the company is not having any operation, the company with a view to comply with the requirement of law has constituted requisite committees as laid down in the law.

NUMBER OF BOARD MEETINGS

During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 30th May, 2014, 14th August, 2014, 14th November, 2014, 14th February, 2015 and 30th March, 2015 respectively.

DIRECTOR S RESPONSIBILITY STATEMENT

To the best Of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. the directors have 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 have prepared the annual accounts on 'not a going concern' basis; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

NOMINATION AND REMUNERATION COMMITTEE

None of the directors are drawing any salary from the company and there are no employees in the company and company is non operational. Hence no nomination and remuneration committee is constituted.

AUDIT COMMITTEE :

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of

1. Mr. S. N. Jhalani

2. Mr. Bhupendrabhai Patel

3. Mr. Bhupesh Patel

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

Though the company is not having any operation and reporting as 'not a going concern, the company strives to comply with the requirements of law.

RISK MANAGEMENT POLICY

Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. - the company is not having any operation and reporting as 'not a going concern'.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place.

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MFT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure A" which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The company does not fall under the criteria applicable as per Companies Act 2013.

AUDITORS :

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely, M/s. S. V. Doshi & Co., Chartered Accountants have been appointed for a period of three years at the previous annual general meeting held on 30th September, 2014. However the Auditor informed the Board their inability to continue as Auditors of the company. The Board approached M/s. Seth Doctor & Associates, Chartered Accountants, to seek their availability and on confirmation of their availability and readiness to accept the assignment, the company accepted the resignation of M/s. S. V. Doshi & Co. and appointed M/s. Seth Doctor & Associates as the Statutory Auditors of the company from 30.3.2015. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment for the year 2015-16, would be within the prescribed limit under the Act.

The Statutory Auditors Report does not contain any qualification.

(II) SECRETARIAL AUDITOR

The Board has appointed Shilpa K.Shah, Company Secretary in to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2015.

GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be sending Annual Report through electronic mode-email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

As the company is not having any operation there are no employees at present.

ENVIRONMENT AND SAFETY

Though the company is not having any operation and reporting as 'not a going concern', the company strives to comply with the requirements of law.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company is not having any operation and reporting as 'not a going concern'.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not taken any loan guarantees, investments or securities during the year.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of related party transactions in terms of section 134(3)(4) of the Companies Act, 2013 are given in the Notes No. 22 of financial statements.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2015:

The company is not having any operation and reporting as 'not a going concern'. The directors of the company are not drawing any remuneration and there are no employees in the company hence no information is provided under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The company is not having any operation and reporting as 'not a going concern' - there are no employees in the company.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2015 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2015 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the Company's operations in future.

ACKNOWLEDGEMENT

Your Directors wish to thank various stakeholders of the company.

For and on behalf of the Board

Place : Mumbai, BHUPESH PATEL Date : 30th May 2015. Managing Director




Mar 31, 2014

Dear Members,

The Directors are presenting the Twenty Ninth Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Your Company has incurred loss of Rs.77.42 lacs as against loss of Rs.4.95 lacs in the previous year.

DUES TO CONSORTIUM BANKS

As reported earlier, your Company has complied with all the terms of the OTS with the Consortium Banks before 31st March, 2008. As per terms, the possession of the property given to the consortium banks as prime security, was taken over by the bank on 10th April, 2008. Pending release of no due certificate, collateral securities and related documents from consortium Banks, no effect has been given in books of accounts till date in respect of transfer of property, deed of cancellation pertaining to right in property, etc.

DUES TO FINANCIAL INSTITUTIONS

There is, no change in the status in respect of amounts outstanding to the Administrator of the Specified Undertaking of UTI and UTI Trustee Co. Pvt. Ltd. successors in interest of the erstwhile UTI. The Institution has filed an application with DRT, Mumbai for recovery, and the Hon. P. O. has partially allowed the application and issued a Recovery Certificate - attention is invited to Note No. 18 of Financial Statements. The Company is in negotiation with both the entities of UTI for a One Time Settlement (OTS).

STARTING A VIABLE BUSINESS

Though the management is desirous of evaluating new business opportunities, the same could not be considered due to the pending matters with lenders and non-availability of funds. The Company is utilizing the infrastructure facilities of the group companies for its minimal operations.

DIVIDEND

Your Directors regret their inability to propose any dividend in view of the non-operation and accumulated losses of the Company.

AUDITOR''S REPORT

The observations in clause (a) of Qualified Opinion of the Auditor''s Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DISCLOSURE UNDER THE LISTING AGREEMENT :

Cash Flow Statement pursuant to Clause 32 of the Listing Agreement is annexed herewith as Annexure A and forming part of this Report.

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

1. The Companies, (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the Rules. Your Company not being a Manufacturing Company, it is advised that Forms A and B are not applicable.

2. There has been no Foreign Exchange Earnings and Outgo in the current year.

DIRECTORS :

Mr. Bhupendra Patel retires by rotation and being eligible offer himself for re-appointment.

AUDIT COMMITTEE :

The present Audit Committee members are 1. Mr. S.N. Jhalani and 2. Mr. Bhupendrabhai Patel - Non Executive Directors, both are Independent Directors and 3. Mr. Bhupesh Patel - Executive Director, Mr. S. N. Jhalani is the Chairman of the Audit Committee, the terms of reference of the Audit Committee are to review with the Management and/or internal Audit Department and/or Statutory Auditors :

i. the statutory annual and quarterly Financial reporting by the Company.

ii. changes in the statutory accounting policies of the Company.

iii. the audit programs of the external auditors and any material issues arising from the audits.

iv. the adequacy and effectiveness of accounting and financial controls of the Company, compliance with Company policies and applicable laws and regulations.

v. recommend to the Board the appointment of external auditors and the remuneration payable to them.

The Chairman of the Committee is an Independent Director. The Committee met four times during the financial year 2013-14 on : 30th May, 2013, 14th August, 2013, 15th November, 2013 and 14th February, 2014.

AUDITORS:

M/s. S.V. Doshi & Co., Chartered Accountants hold office until conclusion of ensuing Annual General Meeting.

FIXED DEPOSITS :

Your Company has not accepted any Fixed Deposit from public during the year under review.

CORPORATE GOVERNANCE :

Separate Section on Corporate Governance is included in the Annual Report and the Certificate from Company''s Auditors Confirming the Compliance of Conditions on Corporate Governance as stipulated in the said Clause 49 of the Listing Agreement is annexed thereto.

PARTICULARS OF EMPLOYEES :

There are no employees covered by Section 217(2A) of the Com panies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC. 217 OF THE COMPANIES ACT, 1956 :

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

a. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. that the Directors 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 as at the end of the financial year and of the loss of the Company for the year under review.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting any other irregularities.

d. that the Annual Accounts have been prepared on a not going concern basis.

DEMATERIALISATION OF SHARES :

Company''s Shares are being traded in dematerialised format by Institutional Investors and by all other Investors effective from 2000 onwards.

LISTING :

The Company''s Shares continue to be listed on Mumbai Stock Exchange. The Company has paid listing fees upto date for BSE & NSE upto 31.3.2014. However the listing fees for ASE & DSE has not been paid as Company made an application for delisting of shares from their Exchanges.

Delisting: Pursuant to provisions of SEBI (Delisting of Securities) Guidelines 2003, the Company has applied to delist the shares of company form the Delhi Stock Exchange Association Ltd., and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT :

Your Directors wish to thank its Bankers and the Shareholders of the Company for their continued support to the Company.

For and on behalf of the Board

Place : Mumbai, BHUPESH PATEL Date : 30th May 2014. Managing Director


Mar 31, 2013

To, THE SHAREHOLDERS OF AUDITORIDERS FINANCE LIMITED

The Directors are presenting the Twenty Eighth Annual Report together with the Audited Accounts tar the year ended 31st March, 2013.

FINANCIAL RESULTS:

Your Company has including loss of Rs. 4.94 lecs as against (loss of f 2.85 lacs in the previous year.

DUES TO CONSORTIUM BANKS

As reported earlier, your company has complied with all the terms Of the OTS with the Consortium Banks before 31st March, 2008. As per terms, the possession of the property given to the consortium banks as prime security, was taken over by me -bank on 10th April, 2008 -Pending release of -no due certificate, collateral sorties and related documents form (Consortium banks, no effect has been given in -books of accounts to date in respect of transfer of property, deed of cancellation pertaining to Tight property, etc.

DUES TO FINANCIAL INTITUTIONS

There is no change in the status in respect of amounts outstanding the Administrator of the Specified undertaking of UTI and UTTI CO pvt ltd. successors inn interest of the while the instructions have feels in application with DRT Mumbai for recovery and the P.O. has partially allowed the applicable and issued a recovery certified attention is invited to note no of financial statement.

STARTING A VIABLE BUSINESS

Though the MANAGEMENT is desirous valuating new ''business opportunities, the same .could not he conarctered due the pending matters with tendons and Tion- availability of funds. The ''Company is utilizing 1he infrastructure -facilities of the group companies to its minimal operations.

DIVIDED

Your Directors regret their inability to propose any dividend in view (Off the now operation and accentuated tosses OF THE Company.

AUDITOR REPORT

The observations in Clues (a) of qualified opinion of the auditors report are off explanatory and they do not for any further comments under section 217 (b) off the companies Act,1956.

DISCLOSER UNDER THE LISTING AGREEMENT.

Cash follow Statement pursuant to Clause 32 of the -listing Agreement ,is annexed herewith as annexure a and forming part of this report.

CONSERVATION OF EWERGY, TECHNOLOGY ABSORPTION!, FOROG1 EXCHANGE EARMIWOS OUTGO :

1. The Companies, (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form prescribed'' by fee Rutea. Your Company not being a Manufacturing Company, it is advised; that Forms A and; B are not applicable.

2. There has been no Foreign Exchange- Earnings and. Outgo in the current year.

DIRECTCS :

Mr. S. PL Jhaliani revues, by rotation; and being- eligible offer himself for re-appointment AUDIT:

The present" Audit Committee members are t. Mr. S. N. Jhalani and- 2. Mr. Bhupen drachmae Patel - Non Executive Directors., both are Independent Directors and: 3. Mr. Bhupesh. Pats) - Executive- Director, Mr. S. PI. Jhalani is the Chairman of the. Audi# Committee:, the terms of reference of the Audit Committee, are to review, with'' the Management and/or internal Audit Department and/or Statutory Auditors :

i. the statutory annual- and quarterly Financial reporting by the Company.

ii. changes in the statutory accounting policies of the Company.

iii. the audit programs of the external auditors: and* any material, issues arising from the audits.

iv. the adequacy and effectiveness of accounting and! financial controls of the Company, compliance with Company policies and; applicable Haws and; regulations.

The Chairman of the Committee is an Independent Director. The Committee met four times during the financial year 20.12-13; on : 30th May, 2012, 14TH August, 2012,. 12th November, 2312 and 14th February, 2013.

AUDITORS:

M/s. S. V. Doshi & Co., Chartered'' Accountants hold office until'' conclusion of ensuing Annual General. Meeting.

FIXED DEPOSIT''S :

Your Company has not accepted1 any Fixed Deposit from public during the year under review.

CORPORATE GOVERNANCE :

Separate Section: on. Corporate Governance is included1: in the Annual Report and; the Certificate from Company''s Auditors Confirming the Compliance: of Conditions: on Corporate Governance as stipulated in the said: Clause of the Listing Agreement is an nested: thereto,

PARTICULARS OF EMPLOYEES:

There are no employees: covered by Section 217(2A)off the Com. ponies Act,. Ta Sheaf with the Companies (Particulars of Employees). Rules, 1975 AS AMENDED.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC. 217 OF THE

COMPANIES ACT, 1956 :

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

a. that in the preparation of the Annual Accounts, the applicable accounting standards have been gloved.

b. that the Directors 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 as at the end of the noncom year and of the loss of the Company for the year under review.

c that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act foe safeguarding the assets of the Company and for preventing and detecting any other irregularities.

d. that the Annual Accounts have been prepared on a not going concern basis. DEMATERSALISATION OF SHARES :

Company''s Shares are being traded in dematerialized format by Institutional Investors and by all ether Investors effective from 2000 onwards.

LISTING :

The Company''s Shares continue to be listed on Mumbai Stock Exchange. The Company has paid listing fees up to date tor BSE & NSE up to 31.3.2013. However the listing fees for ASE & DSE has not been paid as Company made an application for delisting of shares from their Exchanges.

Delisting: Pursuant to provisions of SEBI (Delisting of Securities) Guidelines 2003, the Company has applied to delist the shares of company form the Delhi Stock Exchange Association Ltd.. and Ahmadabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors wish to thank its Bankers and the Shareholders of the Company for their continued support to the Company.

For and on behalf of the Board

Place : Mumbai, BHUPESH PATEL

Date : 30th May 2013. Managing Director


Mar 31, 2012

The Directors are presenting the Twenty Seventh Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

Your Company has incurred toss of Rs. 2.85 lacs as against loss of Rs. 1.9 lacs in the previous year.

DUES TO CONSORTIUM BANKS

As reported earlier, Your Company has complied with all the terms of the OTS with the Consortium Banks before 31st March, 2008. As per terms, the possession of the property given to the consortium banks as prime security, was taken over by the bank on 10th April, 2008. Pending release of no due certificate, collateral securities and related documents from consortium Banks, no effect has been given in books of accounts till date in respect of transfer of property, deed of cancellation pertaining to right in property, etc.

DUES TO FINANCIAL INSTITUTIONS

There is no change in the status in respect of amounts outstanding to the Administrator of the Specified Undertaking of UTI and UTI Trustee Co. Pvt. Ltd. successors in interest of the erstwhile UTI. The Institution has filed an application with DRT, Mumbai for recovery, and the Hon. P. O. has partially allowed the application and issued a Recovery Certificate - attention is invited to Note No. 18 of Financial Statements.

STARTING A VIABLE BUSINESS

Though the management is desirous of evaluating new business opportunities, the same could not be considered due to the pending matters with lenders and non-availability of funds. The Company is utilizing the infrastructure facilities of the group companies for its minimal operations.

DIVIDEND

Your Directors regret their inability to propose any dividend in view of the non-operation and accumulated losses of the Company.

SHIFTING OF REGISTERED OFFICE

Your Company is in process of shifting of Regd. Office from Mumbai to Shirpur and for member's approval issued notice through Postal Ballot u/s 192A of the Companies Act, 1956. Company will declare result of Postal Ballot on 15th June, 2012.

AUDITOR'S REPORT

The observations in para 4 of the Auditor's Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DISCLOSURE UNDER THE LISTING AGREEMENT :

Cash Flow Statement pursuant to Clause 32 of the Listing Agreement is annexed herewith as Annexure A and forming part of this Report.

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

1. The Companies, (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the Rules. Your Company not being a Manufacturing Company, it is advised that Forms A and B are not applicable.

2. There has been no Foreign Exchange Earnings and Outgo in the current year.

DIRECTORS :

Mr. Bhupendra Patel retires by rotation and being eligible offer himself for re-appointment.

AUDIT COMMITTEE :

The present Audit Committee members are 1. Mr. S. N. Jhalani and 2. Mr. Bhupendrabhai Patel - Non Executive Directors, both are Independent Directors and 3. Mr. Bhupesh Patel - Executive Director, Mr. S. N. Jhalani is the Chairman of the Audit Committee, the terms of reference of the Audit Committee are to review with the Management and/or internal Audit Department and/or Statutory Auditors :

i. the statutory annual and quarterly Financial reporting by the Company.

ii. changes in the statutory accounting policies of the Company.

iii. the audit programs of the external auditors and any material issues arising from the audits.

iv. the adequacy and effectiveness of accounting and financial controls of the Company, compliance with Company policies and applicable laws and regulations.

v. recommend to the Board the appointment of external auditors and the remuneration payable to them.

The Chairman of the Committee is an Independent Director. The Committee met four times during the financial year 2011-12 on : 31st May, 2011, 12th August, 2011, 12th November, 2011 and 11th February, 2012.

AUDITORS :

M/s. S. V. Doshi & Co., Chartered Accountants hold office until conclusion of ensuing Annual General Meeting.

FIXED DEPOSITS :

Your Company has not accepted any Fixed Deposit from public during the year under review.

CORPORATE GOVERNANCE :

Separate Section on Corporate Governance is included in the Annual Report and the Certificate from Company's Auditors Confirming the Compliance of Conditions on Corporate Governance as stipulated in the said Clause 49 of the Listing Agreement is annexed thereto.

PARTICULARS OF EMPLOYEES :

There are no employees covered by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC. 217 OF THE COMPANIES ACT, 1956 :

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

a. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. that the Directors 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 as at the end of the financial year and of the loss of the Company for the year under review.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting any other irregularities.

d. that the Annual Accounts have been prepared on a not going concern basis.

DEMATERIALISATION OF SHARES :

Company's Shares are being traded in dematerialised format by Institutional Investors and by all other Investors effective from 2000 onwards.

LISTING :

The Company's Shares continue to be listed on Mumbai Stock Exchange. The Company has paid listing fees upto date for BSE & NSE upto 31.3.2012. However the listing fees for ASE & DSE has not been paid as Company made an application for delisting of shares from their Exchanges.

Delisting: Pursuant to provisions of SEBI (Delisting of Securities) Guidelines 2003, the Company has applied to delist the shares of company form the Delhi Stock Exchange Association Ltd., and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT :

Your Directors wish to thank its Bankers and the Shareholders of the Company for their continued support to the Company.

For and on behalf of the Board

BHUPESH PATEL Managing Director

Place : Mumbai, Date : 30th May, 2012.


Mar 31, 2010

The Directors are presenting the Twenty Fifth Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Year ended Year ended

31.03.10 31.03.09

(Rs. In Lacs) (Rs. in Lacs)

Profit/(Loss) after interest

but before depreciation

& other Extra Ordinary items (2.47) (2.30)

Depreciation - 37.67

Net Loss (2.47) 39.97

Balance of Previous Year 19047.70 19007.72

Balance Carried Forward 19050.17 19047.69



ONE TIME SETTLEMENT WITH THE CONSORTIUM OF BANKS

As reported earlier, Your Company has complied with all the terms of the OTS with the Consortium of Banks before 31st March, 2008. As per terms, the possession of the property given to the consortium bank as prime security, was taken over by the bank on 10th April, 2008. Pending release of no due certificate, collateral securities and related documents from consortium Banks, no effect has been given in books of accounts till date in respect of transfer of property, deed of cancellation pertaining to right in property etc.

DUE TO FINANCIAL INSTITUTIONS

There is no change in the status in respect of amounts outstanding to the Administrator of the Specified Undertaking of UTI and UTI Trustee Co. Pvt. Ltd. successors in interest of the erstwhile UTI. The Institution has filed an application with DRT, Mumbai for recovery, and the Hon. P. O. has partially allowed the application and issued a Recovery Certificate - attention is invited to Note No. 2 of Schedule 10B.

STARTING A VIABLE BUSINESS

Though the management is desirous of evaluating new business opportunities, the same could not be considered due to the pending matters with lenders and non-availability of funds. The Company is utilizing the infrastructure facilities of the group companies for its minimal operations.

DIVIDEND

Your Directors regret their inability to propose any dividend in view of the non-operation and accumulated losses of the Company.

AUDITORS REPORT

The observations in para 4 of the Auditors Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

DISCLOSURE UNDER THE LISTING AGREEMENT :

Cash Flow Statement pursuant to Clause 32 of the Listing Agreement is annexed herewith as Annexure A and forming part of this Report.

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

1. The Companies, (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the Rules. Your Company not being a Manufacturing Company, it is advised that Forms A and B are not applicable.

2. There has been no Foreign Exchange Earnings and Outgo in the current year.

DIRECTORS :

Mr. Bhupendrabhai Patel retires by rotation and being eligible offer himself for re-appointment.

Resignation of Director:

Mr. Vivek Vaidya resigned from the Board of Directors with effect from 1st June. 2010. The Board of Directors places on record its appreciation for the valuable services rendered by him during his tenure as director of the Company.

AUDIT COMMITTEE :

The present Audit Committee members are 1. Mr. Vivek Vaidya, 2. Mr. S. N. Jhalani and 3. Mr. Bhupendrabhai Patel - Non Executive Directors, all are Independent Directors Mr. Vivek Vaidya is the Chairman of the Audit Committee, the terms of reference of the Audit Committee are to review with the Management and/or internal Audit Department and/or Statutory Auditors :

i. the statutory annual and quarterly Financial reporting by the Company.

ii. changes in the statutory accounting policies of the Company.

iii. the audit programs of the external auditors and any material issues arising from the audits.

iv. the adequacy and effectiveness of accounting and financial controls of the Company, compliance with Company policies and applicable laws and regulations.

v. recommend to the Board the appointment of external auditors and the remuneration payable to them.

The Chairman of the Committee is an independent Director. The Committee met four times during the financial year 2009-10 on 27th June, 2009, 31st July, 2009, 31st October, 2009 and 30th January, 2010.

AUDITORS :

M/s. S. V. Doshi & Co., Chartered Accountants hold office until conclusion of ensuing Annual General Meeting.

FIXED DEPOSITS :

Your Company has not accepted any Fixed Deposit from public during the year under review.

CORPORATE GOVERNANCE : .

Separate Section on Corporate Governance is included in the Annual Report and the Certificate from Companys Auditors Confirming the Compliance of Conditions on Corporate Governance as stipulated in the said Clause 49 of the Listing Agreement is annexed thereto.

PARTICULARS OF EMPLOYEES :

There are no employees covered by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC. 217 OF THE COMPANIES ACT, 1956 :

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

a. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. that the Directors 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 as at the end of the financial year and of the loss of the Company for the year under review.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting any other irregularities.

d. that the Annual Accounts have been prepared on a not going concern basis.

DEMATERIALISATION OF SHARES :

Companys Shares are being traded in dematerialised format by Institutional Investors and by all other Investors effective from 2000 onwards.

LISTING :

The Companys Shares continue to be listed on Mumbai Stock Exchange. The Company has paid listing fees upto date for BSE & NSE upto 31.3.2010. However the listing fees for ASE & DSE has not been paid as Company made an application for delisting of shares from their Exchanges.

Delisting: Pursuant to provisions of SEBI (Delisting of Securities) Guidelines 2003, the Company has applied to delist the shares of company form the Delhi Stock Exchange Association Ltd., and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT :

Your Directors wish to thank its Bankers and the Shareholders of the Company for their continued support to the Company.



For and on behalf of the Board

Place : Mumbai, BHUPESH PATEL

Dated : 29th May, 2010. Managing Director




Mar 31, 2009

The Directors are presenting the twentyfourth Annual Report together with the Audited Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS :

Year ended Year ended 31.03.09 31.03.08 (Rs. in Lacs) (Rs. in Lacs)

Profit/(Loss) after interest but before depreciation & other Extra Ordinary items (2.30) 32.59

Depreciation 37.67 42.46

Loss After Tax 39.97 9.87

Prior Period Adjustment (Net) - 2.50

Balance of Previous Year 19007.72 19000.35

Balance Carried Forward 19047.69 19007.72

ONE TIME SETTLEMENT WITH THE CONSORTIUM OF BANKS

As reported last year the company complied with all the terms of the OTS with the Consortium of Banks before 31st March, 2008. As per the terms, the possession of the property given to the consortium bank as prime security, was taken over by the bank on 10th April, 2008. However till date pending no due certificate and release of related documents no accounting entries are passed in the year under review.

DUE TO FINANCIAL INSTITUTIONS ,

There is no change in the status in respect of outstanding to the Administrator of the Specified Undertaking of UTl and UTI Trustee Co. Pvt. Ltd. successors in interest of the erstwhile UTI. The Institution has filed an application with DRT, Mumbai for recovery, "and the Hon. P. O. has partially allowed the application and issued a Recovery Certificate - attention is invited to Note No. 2 o^f Schedule 10B.

STARTING A VIABLE BUSINESS

Though the management is desirous of evaluating new business opportunities the same could not be considered due to the pending matters with lenders and paucity of funds. The company is utilizing the infrastructure facilities of the group companies for its minimal operations.

DIVIDEND

Your Directors regret their inability to propose, any dividend in- view of the non-operation and accumulated losses of the Company. "

DISCLOSURE UNDER THE LISTING AGREEMENT :

Cash Flow Statement pursuant to Clause 32 of the Listing Agreement is annexed herewith as Annexure A and forming part of this Report.

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

1. The Companies, (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the Rules. Your Company not being a Manufacturing Company, it is advised that Forms A and B are not applicable.

2. There has been no Foreign Exchange Earnings and Outgo in the current year.

DIRECTORS :

Mr. S. N. Jhalani retires by rotation and being eligible offer himself for re-appointment.

AUDIT COMMITTEE :

The present Audit Committee members are 1. Mr. Vivek Vaidya, 2. Mr. S. N. Jhalani and 3. Mr. Bhupendrabhai Patel - Non Executive Directors, all are Independent Directors Mr. Vivek Vaidya is the Chairman of the Audit Committee, the terms of reference of the Audit Committee are to review with the Management and/or internal Audit Department and/or Statutory Auditors : i. the statutory annual and quarterly Financial reporting by the Company.

ii. changes in the statutory accounting policies of the Company.

iii. the audit programs of the external auditors and any material issues arising from the audits.

iv. the adequacy and effectiveness of accounting and financial controls of the Company, compliance with Company policies and applicable laws and regulations.

v. recommend to the Board the appointment of external auditors and the remuneration payable to them.

The Chairman of the Committee is an independent Director. The Committee met four times during the financial year 2008-09 on 30th June, 2008, 31st July, 2008, 31st October, 2008 and 31st January, 2009.

AUDITORS :

M/s. Utpal Bhayani & Co., Chartered Accountants hold office until conclusion of ensuing Annual General Meeting.

FIXED DEPOSITS :

Your Company has not accepted any Fixed Deposit from public during the year under review.

CORPORATE GOVERNANCE :

Separate Section on Corporate Governance is included in the Annual Report and the Certificate from Companys Auditors Confirming the Compliance of Conditions on Corporate Governance as stipulated in the said Clause 49 of the Listing Agreement is annexed thereto.

PARTICULARS OF EMPLOYEES :

There are no employees covered by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO NEW SEC. 217 OF THE COMPANIES ACT, 1956 :

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

a. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b. that the Directors 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 as at the end of the financial year and of the profit/ loss of the Company for the year under review.

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting any other irregularities.

d. that the Annual Accounts have been prepared on a not going concern basis.

DEMATERIALISATION OF SHARES :

Your Company has executed the Tripartite Agreement with National Securities Depository Ltd., and Central Depository Services (India) Ltd., and has established electronic connectivity effective from 29th March, 2000. SEBI has included the Companys Shares for compulsory trading in dematerialised format by Institutional Investors and by all other Investors effective from 26th June, 2000 and 28th August, 2000 respectively.

LISTING :

The Companys Shares continue to be listed on Mumbai Stock Exchange. The Company has paid listing fees upto date for BSE & NSE upto 31.3.2009. However the listing fees for ASE & DSE has not been paid as Company made an application for delisting of shares from their Exchanges.

Delisting: Pursuant to provisions of SEBI (Delisting of Securities) Guidelines 2003, the Company has applied to delist the shares of company form the Delhi Stock Exchange Association Ltd., and Ahmedabad Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors wish to thank its Bankers and the Shareholders of the Company for their continued support to the Company.

For and on behalf of the Board.

Place : Mumbai, BHUPESH PATEL

Dated : 27th June, 2009. Managing Director



 
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