Directors Report of Extol Commercial Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 29th Annual Report together with Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Total Income - 1,561

Total Expenditure 75,257 5,93,563

Profit/(Loss) before Tax (75,257) (59,62,002)

Less : Current Tax - -

Deferred Tax - -

Profit/(Loss) after Tax (75,257) (59,62,002)

OPERATIONS:

During the year the Company has incurred loss of Rs. 75257/- against loss of Rs. 5962002 /- in previous year.

TRANSFER TO RESERVES

Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.

DIVIDEND:

In view of accumulated losses, your Directors do not recommend any dividend for the year.

FIXED DEPOSIT:

The Company has not accepted / renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under from the public or from the shareholders during the period under review.

AUDITORS:

M/s. Ritesh Burad & Co., Chartered Accountants, Mumbai retire as Auditors of the company at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to get re-appointed and have given declaration to the effect that if re-appointed their appointment will be within the limits fixed under section 224(1) (B) of the Companies Act, 1956. The Audit committee recommends the re-appointment of M/s. Ritesh Burad & Co. as Auditor of the company for the financial year 2014-2015.

AUDITORS REPORT:

Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

DIRECTORS:

Mr. Hemant Tiwari, Director, will retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment as Director at the said meeting.

In compliance with the provision of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of Mr. Jerome Roque D''souza as Independent Director for a period of 5 years from the end of the 29th Annual General Meeting.

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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''.

v. That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

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

INDEPENDENT DIRECTORS'' DECLARATIONS

In the opinion of the Board, the independent director(s) are, individually, person of integrity and possess relevant expertise and experience.

The Independent Director(s) under section 149(6) of the Companies Act, 2013 declared that:

i. They are not a promoter of the Company or its holding, subsidiary or associate company.

ii. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

iii. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

iv. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

v. Independent Director, neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

b) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

vi. Independent director possesses such qualifications as may be directed by the Board.

vii. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Three (3) Directors Mr. Jerome R oque D''souz, Mr. Hemant Tiwari and Mr. Sanjiv Kathuria. Mr. Sanjiv Kathuria is the Chairman of the Committee.

The Gist of the Policy of the said committee:

1) For Appointment of Independent Director (ID);

a) Any person who is between the age of 25 years and below 75 years eligible to become ID;

b) He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c) Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d) Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e) ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f) ID should be able to devote time for the Board and other meetings of the company;

g) Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h) Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 72, 00,000/- consisting of 7, 20,000 equity shares of face value of Rs.10/- each.

2. The Board of Directors of the company consists of 3 Directors namely Mr. Sanjeev Kuthria, Mr. Jerome Roque D''souza and Mr. Hemant Tiwari.

3. The secured debt of the company is Nil.

4. There was no un-paid dividend during the year.

DETAILS RELATING TO LOANS AND INVESTMENTS

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexure thereto.

DETAILS RELATED PARTY TRANSACTIONS

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexure thereto.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns:

1. License and policy of respective government all over the world in connection with shares and securities.

2. The Company''s risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance.

MATERIAL CHANGES:

There was no any material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the annexed balance sheet relates & the date of the director''s report.

COMPLIANCE CERTIFICATE FROM COMPANY SECERATARY

In accordance with section 383A, of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in whole time practice confirming that the company has * complied with all the provisions of the Act and copy of such certificate annexed to this report.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

a. Most of the Directors attended the Board meeting;

b. The remunerations paid to executive Directors strictly as per the company and industry policy.

c. The Independent Directors only received sitting fees.

d. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

e. The Credit Policy, Loan Policy and compliances were review.

f. Implementation of Risk Management Policy

PARTICULARS OF EMPLOYEES:

There was no employee who was in receipt of remuneration aggregating to the limit specified u/s 217(2A) employed throughout the financial year, therefore the names and other particulars of the employees of the company does not arise.

CONSERVATION OF ENERGY:

The company doesn''t have any plant & machinery of its own therefore the measures of energy conservation doesn''t arise.

TECHNOLOGY ABSORPTION:

Since the company does not have any plant & machinery, the company has not carried out any Research & Development in any specific area. Therefore the question of Technology Absorption doesn''t arise.

FOREIGN EXCHANGE EARNING & OUTGO:

The total foreign Exchange Expenditure during the year is NIL. The total exchange earned during the year is NIL.

CORPORATE GOVERNANCE:

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr. Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The company''s shares are listed with The Bombay Stock Exchange. The Company has paid the respective Annual Listing Fees up to date.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the contributions made by the employees at all the levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continuous support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us, in your Co-operation & never failing support.

BY ORDER OF BOARD For Extol Commercial Limited Sd/- Sanjiv Kutharia Chairman Place: Mumbai Date : 30.05.2014

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Mar 31, 2012

The Directors are pleased to present the Twenty seventh Annua) Report together with Audited Statement of Accounts for the year ended 31 st March 2012.

FINANCIAL RESULTS:

During the year the Company has incurred loss of Rs.5,27,462/- against profit of Rs. 104915/- after tax in previous year. Net accumulated losses of Rs. 7,23,735/- being carried to next year.

DIVIDEND;

In view of accumulated losses, your Directors do not recommend any dividend for the year.

BOARD OF DIRECTORS:

To appoint a director in place of Mr. Hemant Tiwari, who retires by rotation, and being eligible offers himself for reelection.

AUDITORS:

M/s R1TESH BURAD & CO., Chartered Accountants, Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSIT:

The Company has not accepted any fixed deposit for the year ended on 31st March 2012.

PARTICULARS OF EMPLOYEES:

There was no employee who was in receipt of remuneration aggregating to the limit specified u/s 217(2 A) employed throughout the financial year, therefore the names and other particulars ofthe employees of the company does not arise.

COMPLIANCE CERTIFICATE FROM COMPANY SECERATARY

Compliance Certificate from Company Secretary in Whole-Time Practice as required u/s 383 A of the Companies Act 1956 has been obtained and attached to the director''s report as required under section 217.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In compliance of Section 217(2 AA) of the Companies Act, 1956 as amended by the Companies Act, 2000, die Directors of your Company confirm.

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

(ii) that die directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.

MATERIAL CHANGES:

There was no any material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the annexed balance sheet relates & the date of the director''s report.

CONSERVATION OF ENERGY:

The company doesn''t have any plant & machinery of its own therefore the measures of energy conservation doesn''t arise.

TECHNOLOGY ABSORPTION

Since the company does not have any plant & machinery, the company has not carried out any Research & Development in any specific area. Therefore the question of Technology Absorption doesn''t arise.

FOREIGN EXCHANGE EARNING & OUTGO:

The total foreign Exchange Expenditure during the year is NIL. The total exchange earned during the year is NIL.

FOR & ON BEHALF OF BOARD OF DIRECTORS

Sd/-

DIRECTOR

Place: Mumbai

Date: 06.09.2012

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Mar 31, 2010

The Directors are pleased to present the Twenty Fifth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

The company was not able to procure any business during the year and therefore during the financial year the Company has earned a profit of Rs.21826/- as against Loss of Rs. 6215/- in previous year.

DIVIDEND:

In view of losses, your Directors dont recommend a dividend for the period ended 31st March 2010.

BOARD OF DIRECTORS:

Mr. Jerome Roque Dsouza and Mr. Hemant Tiwari were appointed as additional director during the year. They hold office upto the date of this Annual General Meeting. The company has received a notice from the members of the company proposing Mr. Jerome Roque Dsouza and Mr. Hemant Tiwari to appoint them as directors of the company. Necessary resolution is placed for their regular appointment.

The Board of Director of the company has received resignation letters from Mr. Basant Ratanlal More and Mr. Paresh Bhupendra Mahajan and has decided to accept their resignation w.e.f. 31st August 2010. Your directors placed on record their appreciation for the valuable contribution made by him during his tenure with the company

AUDITORS :

M/s RITESH BURAD & CO., Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSIT:

The Company has not accepted any fixed deposit for the year ended on 31st March 2010.

PARTICULARS OF EMPLOYEES:

There was no employee who was in receipt of remuneration aggregating to the limit specified u/s 217(2A) employed throughout the financial year, therefore the names and other particulars of the employees of the company does not arise.

COMPLIANCE CERTIFICATE FROM COMPANY SECERATARY

Compliance Certificate from Company Secretary in Whole-Time Practice as required u/s 383 A of the Companies Act 1956 has been obtained and attached to the directors report as required under section 217.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956 as amended by the Companies Act, 2000, the Directors of your Company confirm.

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

MATERIAL CHANGES:

There was no any material changes & commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the annexed balance sheet relates & the date of the directors report.

CONSERVATION OF ENERGY:

The company doesnt have any plant & machinery of its own therefore the measures of energy conservation doesnt arise.

TECHNOLOGY ABSORPTION:

Since the company does not have any plant & machinery, the company has not carried out any Research & Development in any specific area. Therefore the question of Technology Absorption doesnt arise.

FOREIGN EXCHANGE EARNING & OUTGO:

The total foreign Exchange Expenditure during the year is NIL. The total exchange earned during the year is NIL.

FOR & ON BEHALF OF BOARD OF DIRECTORS

MANAGING DIRECTOR

Place: Mumbai

Date: 02.09.2010