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Directors Report of Bronze Infra Tech Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 11™ Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2015. Amount in Rs. Particulars March 31, 2015 March 31,2014

Revenue from Operations 20,751.830 18.468.359

Other Income 174.990 206.254

Total Income 20,926,820 18,674,613

Profit before depreciation Interest & 192,175 521,700 taxation

Less: Depreciation 112,905 12,132

Less: Finance Cost - 71.918

Less: Provision for taxation 45,000 193,220

Deffered Tax [21,011) 4,348

Profit after taxation 55,281 240,082

Balance carried to Balance sheet 55.281 240,082

GENERAL RESERVE

Your Company did not transfer any amount to General Reserve this year.

OPERATING REVIEW:

Gross Revenue increased to Rs 20,751,830/- a growth of 12.37% against Rs. 18,468,359/- in the previous year. Profit before taxation stood at Rs. 79,270/- against Rs, 437,650/- in the previous year. The net profit of the Company for the year under review was placed at Rs 55,281/- as against Rs, 240,082/- in the previous year.

DIVIDEND

Your Company's director feel that it is prudent to plough back the profits for future growth of the Company and hence do not recommend any dividend for the year ended 31st March, 2015,

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.172, 765,000/- [Rupees Seventeen Crore Twenty Seven Lacs Sixty Five Thousand Only). There was no change in share capital during the year under review.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your company,

There have been no material changes and commitments have occurred between the end of the financial year and date of report .

FINANCE

Cash and cash equivalents stood as on March 31,2015 was Rs. 5,362,401/-.

DEPOSITS

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

PARTICULARS OF LOANS GUARANTEES OF INVESTMENTS

The Company has given loans and has made investments. However the Company is in compliance with the provisions of section 186 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY CSR INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to your Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review there was an outgo of Rs 60984/- for the purposes of business.

APPOINTMENT/CESSATION OF DIRECTORS

a) APPOINTMENT

a) Ms. Neha Mehrotra has been appointed as an Additional Independent Director w.e.f. 31st March, 2015;

b) Mr. Amit Bansal has been appointed as Additional Independent Director of the Company w. e. f. 22nd July, 2014.

c) Mr. Amit Bansal has been appointed as Chief Financial Officer of the Company w.e.f February 21, 2015

The Board now recommends the appointment of Ms. Neha Mehrotra as Independent Director under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for 5 (Five) consecutive years i.e. for a term up to the conclusion of 16th Annual General Meeting of the company to be held in 2020.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Punit Sureka, Director of the Company, retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointmenL

b) CESSATION

Mr. Prasanta Nath, resigned from the Board of Directors with effect from 25th July, 2014 and

Mr Arnit Bansal resigned with effect from 21st February, 2015.

The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Prasanta Nath and Mr. Arnit Bansal towards the growth and development of the company during their tenure as a director.

c) DECLARATION BY INDEPENDENT DIRECTORS^

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

d) FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

e) MEETINGS

During the financial year 31st March, 2015, Ten Board Meetings were held and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. not more than 120 days from the previous meeting.

f) INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on March 21, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

2. Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

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

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

RELATED PARTY TRANSACTIONS

There are no related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary during the Financial Year ended 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

Since your Company does not have any subsidiary, therefore, there is no need to make Consolidated Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to deal with instance of fraud and mismanagement, if any.

Your Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

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

All Board of Directors and the designated employees have confirmed compliance with the Code.

AUDITORS REPORT/SECRFTARIAL AUDIT REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from M/s. S. A & Associates, Practicing Company Secretaries. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied with the fullest extent.

AUDITORS

M/s. Surana Singh Rathi & Co, Chartered Accountants, (FRN: 317119E) were appointed as Statutory Auditors of the in the 10th ACM of the Company which was held on 30th September, 2014 and are eligible to continue as Statutory Auditors of the Company subject to ratification by members at the forthcoming Annual General Meeting at remuneration to be decided by the members. They have furnished a certificate, confirming that if reappointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The members are requested to consider ratification of their continuity of appointment as Auditors of the Company and authorise the Board of Directors to fix their remuneration.

SECRETARIAL AUDIT

The Board had appointed M/s S. A & Associates, Practicing Company Secretaries, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

Particulars of employees pursant to section 134 3 q of the companies Act. 2013 read with rule 5 2 of the companies (Appoinment and remuneration of Managerial Personnel) Rules 2014

a) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule 5{2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.

c) No employee is a relative of any director or Key Managerial personnel of the Company. Therefore, Rule 5(2) (iii) of the captioned Rules is not applicable to any employee.

CORPORATE GOVERNANCE AND MANAGEMENT DISUSSION AND ANALYSIS REPORTS

The Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed and forms part of this Annual report.

AUDIT COMMITTEE

The Audit Committee consists an optimum mix of Independent and Non-Independent Directors. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise The primary purpose of the Audit Committee is to assist the Board of Directors (the "Board") of Bronze Infra-Tech Limited, (the "Company") in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, any stock exchange and others, (b) the Company's compliances with legal and regulatory requirements, (c) the Company's independent auditors' qualification and independence, (d) the audit of the Company's Financial statements, and the performance of the Company's internal audit function and its Independent Auditors.

The composition of the Audit Committee is given below:

Sr. No. Name Designation Category

1 Niraj Jewrajka Chairman Independent/Non Executive

2 Punit Sureka Member Non Independent/Non Executive/ Promoter

3 Goutam Gupta Member Non Independent/Executive

4. Amit Bansal* Member Independent/Non Executive

5. Prasanta NathA Member Independent/Non Executive

Sr. No. Name No. of No. of Meeting Meeting held attended

1 Niraj Jewrajka 5 5

2 Punit Sureka 5 5

3 Goutam Gupta 5 5

4. Amit Bansal* 5 3

5. Prasanta NathA 5 1

* Mr. Amit Bansa), resigned from the Board w.e.f February 21, 2015.

* Mr. Prasanta Nath, resigned from the Board w.e.f July 25, 2014.

NOMINATION AND REMUNERATION COMMITTE NRC

Your Company has constituted the NRC pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors and who may be appointed, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director's performance, and formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel.

The composition of Nomination & Remuneration Committee is given below:

SI. No. Name Designation Category

1. Niraj Jewrajka Chairman Independent/Non Executive

2. Punit Sureka Member Non Independent/Non Executive/ Promoter

3. Goutam Gupta Member Non Independent/Executive

4. Amit Bansal* Member Independent/Non Executive

5. Prasanta^ Member Independent/Non Executive

*Mr. Amit Bansal, resigned from the Board w.e.f February 21, 2015.

* Mr. Prasanta Nath, resigned from the Board w.e.f July 25, 2014.

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTE SGC

The Shareholders Investors Grievance Committee consists of 3 directors. The Committee is in charge of looking after grievances of Investors and Shareholders, The detail of the Committee is as follows:

The Composition of Shareholder and Investor Grievances' Committee is as follows:

SI. No. Name Designation Category

1. Niraj Jewrajka Chairman Independent/Non Executive

2. Punit Sureka Member Non independent/ Non Executive/ Promoter

3. Goutam Gupta Member Non Independent/Executive

4. Prasanta Nath^ Member Jndependent/Non Executive

^Mr. Prasanta Nath, resigned from the Board w.e.f July 25, 2014,

MIGRATION FROM BSE SME EXCHANGE TO BSE MAIN BOARD

Your Company had made an application to BSE Main Board in order to migrate from BSE SME Exchange. The Application was then approved by BSE Limited and the Scrip (Code 534731) was shifted to Main Board of BSE Limited w,e.f February 16,2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (1EPF).

ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to the banks and shareholders for their co-operation and support and look forward to their continued support in future.

We very warmly thank to our all employees for their contribution to your company's performance. We applaud them for their support levels of competence, dedication and commitment to your company.

For and on behalf of the Board of Directors

Sd/-

Place: Kolkata Goutam Gupta August 24,2015 Chairman & Managing Director DIN:06740979




Mar 31, 2014

Dear Members,

The Directors have the pleasure to present their 10th Annual report of your Company along with the Audited Statement of Accounts for the Period ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

For the year ended For the year ended 31st March 2014 31st March 2013

INCOME

Revenue from Operations (net) 18,468,359 386,979,030

Other Income 206,254 84,094

18,674,613 387,063,124

EXPENDITURE

Total Expenditure 18,236,963 384,348,263

PROFIT BEFORE TAX 437,650 2,714,861

NET TAX EXPENSES 197,568 1,040,086

PROFIT / (LOSS) FOR THE YEAR 240,082 1,674,775

DIVIDENDS

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the board did not recommend any dividend.

PERSONNEL:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

Your Company''s work force and management have been working with mutual respect, co-operation and understanding. The Board wishes to appreciate the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

DIRECTORS

The Board of Directors are experienced in their respective fields.

AUDITORS:

Pursuant to the provisions of Section 139 of Companies Act, 2013 ("Act") and other applicable provisions of the Act, if any and the Rules framed thereunder, as amended from time to time and pursuant to the recommendations of Audit Committee, M/s. Surana Singh & Rathi & Co., Chartered Accountants (FRN: 317119E) who are not disqualified u/s 141 of the Companies Act, 2013 and has expressed their eligibility to accept office if re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this 10th Annual General Meeting till the conclusion of 18th Annual General Meeting of the Company to be held in the year 2018 (Subject to ratification of their appointment at every AGM), at such remuneration plus service tax, as may be mutually agreed upon between the Board of Directors of the Company and the Auditors." As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self- explanatory.

PUBLIC DEPOSITS:

The company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

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

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under;

A. Conservation of Energy: Nil

B. Technology Absorption, Research & Development::Nil

C. Foreign Exchange Earning / Outgo : Nil.

AUDITORS REPORT

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self explanatory.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

Mr. Prasanth Nath has resigned from the Directorship of the Company w.e.f. 25.07.2014. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Prasanta. Mr Amit Bansal has been appointed as the additional director of the Company w.e.f. 22.07.2014.

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Punit Sureka, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1)(g) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Model SME Equity Listing Agreement are annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, your Director Confirms as under:

i) That in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departure;

ii) 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 at the end of the financial year viz., March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) 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 detaching fraud and other irregularities;

iv) That the directors have prepared the annual accounts ongoing concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 52 of the Model SME Equity Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by the Government Authorities, Company''s Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders and other who have supported the company during its difficult time and hope to receive their continued support. The Directors also wish to place on record the appreciation for the all round co-operation and contribution made by employees at all levels.

Place : Kolkata By Order of the Board of Directors Date : 30.09.2014 For Bronze Infra - Tech Limited

Registered Office : 158, Lenin Sarani Sd/- Room No. 7B, Goutam Gupta Kolkata - 700 013 (Managing Director) West Bengal


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report of your Company along with the Audited Statement of Accounts for the Period ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Year Ending March, Year Ending March, Particulars 2013 2012 Amt. in Rs. Amt. in Rs.

Sales/Revenue from Operations 386979030 34681647

Other Income 84094 3476214

Total Income 387063124 38157861

Less: Expenditure 384334375 37634875

Profit/(Loss) before Interest, Depreciation & Tax 2728749 522986

Less: Interest - -

:Depreciation and Amortization Cost 13888 8406

Profit/(Loss) before Tax 2714861 514580

Tax Expense 1040086 162295

Profit/(Loss) after Tax 1674775 352285

Add: Profit/(Loss) Brought Forward 847337 495052

Amount available for Appropriation/(Loss) 2522112 847337

RESULTS OF OPERATION REVIEW:

During the current period of operation, your company has shown a marked improvement as turnover has increased in FY 2012-13 from Rs.346.81 Lakhs during FY 2011-12 to Rs.3869.79 Lakhs during FY 2012-13. Profit after Tax of the company has increased to Rs.16.75 Lakhs during F.Y. 2012-13 as compared to Rs.3.52 Lakhs during FY 2011-12.

CHANGE OF REGISTERED OFFICE

The company has changed its Registered Office from 3, Raja Devendra Narayan Deb Lane, 1st Floor, Kolkata, West Bengal 700005 to 158, Lenin Sarani, 3rd Floor, Room No.7B, Kolkata, West Bengal 700 013 with effect from June 12, 2012

CHANGE OF NAME

The name of the Company was changed from Shivpujan Agencies Private Limited to Bronze Infra-Tech Private Limited on July 02, 2012. Thereafter, the Company was converted into a public limited company under the Companies Act,1956 and the name of the Company was changed to its present name ''Bronze Infra-Tech Limited'' pursuant to fresh certificate of incorporation consequent upon change of name on conversion to public limited company dated July 04, 2012, issued by the Registrar of Companies, West Bengal.

LISTING OF EQUITY SHARES ON SME SEGMENT OF BSE

Your Directors are pleased to inform you that your company has got its equity shares listed on SME platform of BSE Limited on 7th of November, 2012.

DIVIDENDS

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand, therefore the board did not recommend any dividend.

PERSONNEL:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

Your Company''s work force and management have been working with mutual respect, co-operation and understanding. The Board wishes to appreciate the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

DIRECTORS

The Board of Directors are experienced in their respective fields.

AUDITORS:

The Auditors M/s. Surana Singh Rathi & Co., Chartered Accountants, retire at the forthcoming General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act 1956.

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self- explanatory.

PUBLIC DEPOSITS:

The company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

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

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under;

A. Conservation of Energy: Nil

B. Technology Absorption, Research & Development::Nil

C. Foreign Exchange Earning / Outgo : Nil.

AUDITORS REPORT

As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self explanatory.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

Mr. Sumit Sharma has resigned from the Directorship of the Company w.e.f. 17.04.2013. The Board of Directors recorded its appreciation for the valuable services rendered by Mr. Sumit Sharma. Mr. Prasanta Nath has been appointed as the additional director of the Company w.e.f. 17.04.2013.

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Niraj Jewrajka and Mr. Punit Sureka, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1)(g) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Model SME Equity Listing Agreement are annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, your Director Confirms as under:

i) That in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departure;

ii) 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 at the end of the financial year viz., March 31, 2013 and of the profit of the Company for the year ended on that date;

iii) 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 detaching fraud and other irregularities;

iv) That the directors have prepared the annual accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 52 of the Model SME Equity Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by the Government Authorities, Company''s Bankers, Dealers, Vendors, Customers, Suppliers, Shareholders and other who have supported the company during its difficult time and hope to receive their continued support. The Directors also wish to place on record the appreciation for the all round co-operation and contribution made by employees at all levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Mr. Manoj Kumar Bajaj Punit Sureka

Managing Director Director

Place: Kolkata

Date: 4th September''2013

 
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