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Directors Report of Hind Commerce Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you the 29th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS: (Rs in Lacs)

Particulars For the year For the year ended on ended on 31st March, 2014 31st March, 2013

Total Income 80.93 67.34

Profit/(Loss) before Tax 33.77 5.47

Provision for Tax

Current Tax 7.63 2.85

Deferred Tax (0.001) (0.00)

Tax for Earlier Years 0.00 (0.00)

Profit/(Loss) After Tax 26.15 2.65

1. PERFORMANCE REVIEW

During the year, your Company has performed well as compared to previous year. It has recorded a total income of Rs 80.93 Lacs against the total income of Rs 67.34 Lac in the previous year, with an increase of 20.18%. The Profit after Tax has been increased from Rs 2.65 Lacs to Rs 26.15 Lacs with an increase of 886.79%.

2. DIVIDEND

Your Directors recommend No Dividends for the year under review.

3. DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradable in electronic form. As of 31st March, 2014, 51.42% of the Company''s total paid-up capital representing 3,000,000 equity shares is in dematerialized form. In view of the benefits offered by the Depository systems, members holding shares in physical mode are advised to avail the demat facility.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, 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 Directors'' Report.

5. PUBLIC DEPOSIT

The Company has not accepted deposit from public during the year under review. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

6. SUBSIDIARY COMPANIES

The Company as of March 31, 2014 had one subsidiary, viz. Crystal Tradecom Limited as wholly owned subsidiary of Hind Commerce Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

7. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No. 5/12/2007-CL-IIIdated February 08, 2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub- section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of Company''s subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Secretarial Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

8. DIRECTORS

Section 149 of the Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 1, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re- appointed by passing a special resolution on completion of first term of five consecutive years.

As per the explanation provided under Section 149 of the Act, any tenure of an independent Director on the date of commencement of this Section i.e. April 1,2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 1, 2014. In term of the aforesaid provisions, the independent Directors of the Company will be eligible to hold office for a consecutive period of five years as per applicable provisions of the Companies Act, 2013.

Section 152 of the Act, also notified effective April 1, 2014 provides that independent directors would need to be excluded from the total number of directors for the purpose of computing the number of directors whose period of office will be liable to determination by retirement of directors by rotation.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Sanjay Rajendra Soni

Brief profile of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 29th Annual General Meeting.

9. COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, a Compliance Certificate from M/s. Kothari H. & Associates, Practising Company Secretaries, regarding status on compliance of the provisions of the Companies Act, 1956 by the Company has been annexed along with this report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. 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 as at March 31, 2014 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

11. AUDITORS AND AUDITORS'' REPORT

M/s. K. K. Khadaria & Co., Chartered Accountants, Mumbai (Registration No. 103132W) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them. In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Board on the recommendation of the Audit Committee recommends the re- appointment of K. K. Khadaria & Co. as Statutory Auditor of the Company for the next three (3) consecutive financial years i.e. 2014- 15, 2015-16 & 2016-17 that subject to rectification by the shareholders at every Annual General Meeting.

12. SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 7th May, 2014 appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries, Mumbai holding certificate of practice number 5502 issued by The Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by Kothari H. & Associates, Practicing Company Secretary at specified periodicity and the reports are being submitted to respective stock exchanges.

13. LISTING

The Equity Shares of your Company are listed on Pune Stock Exchange Limited, Pune, Maharashtra. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc. The Company has commenced the procedure to get its securities listed on BSE Limited under Direct Listing route from Pune Stock Exchange Limited.

14. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

15. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217(1)(e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company.

During the period under review the Company has not earned any Foreign Exchange and also incurred the Foreign Exchange outgo of Nil.

16. REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

17. ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the sections of employees for the growth of the Company.

BY ORDER OF THE BOARD

Place: Mumbai Date: 7th May, 2014 UMESH LAHOTI CHAIRMAN DIN-00361216


Mar 31, 2013

Dear Members,

The Directors have pleasure in placing before you the 28th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS ( in Lac)

Particulars For the year ended on

31st March, 2013 31st March, 2012

Total Income 67.34 15.94

Profit/(Loss) 5.47 9.41 before Tax

Provision Current Tax 2.85 0.02 for Tax Deferred Tax (0.00) 0.01

Tax for Earlier Years 0.00 (0.00)

Profit/(Loss) After Tax 2.65 9 .44

Balance B/F from earlier year 353.76 34432

Balance carried to Balance Sheet 356.42 353,77

1. PERFORMANCE REVIEW

During the year, your Company has performed extremely well as compared to previous year. It has recorded a total income of 67.34 Lac against the total income of '' 15.94 Lac in the previous year, with an increase of 322.70%. The reason behind the increase in total income is due to increase in export sale of cotton yarn and local sale of fabrics. However, Net Profit after Taxation for the financial year ended March 31, 2013 had decreased to '' 2.65 Lac from '' 9.44 Lac due to increase in cost of sales of the Company as compared to the previous year.

2. DIVIDEND

Your Directors recommend No Dividends for the year under review.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, 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 Directors'' Report.

4. PUBLIC DEPOSIT

The Company has not accepted deposit from public during the year under review. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

5. SUBSIDIARY COMPANIES

The Company as of March 31,2013 had one subsidiary, Viz. Crystal Tradecom Limited as wholly owned subsidiaries of Hind Commerce Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company,

6. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt, of India has, vide circular No. 5/12/2007-CL-III dated February 08,2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub-section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of Company''s subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Secretarial Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

7. DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Umesh Lahoti, Executive Director, 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.

8. COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, a Compliance Certificate from M/s. Kothari H & Associates, Practising Company Secretaries, regarding status on compliance of the provisions of the Companies Act, 1956 by the Company has been annexed along with this report.

9. DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. 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 as at March 31, 2013 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

10. AUDITORS AND AUDITORS REPORT

M/s. K. K. Khadaria & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. K. K. Khadaria & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(lB) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act, 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act,1956.

11. LISTING

The Equity Shares of your Company are listed on Pune Stock Exchange Limited, Pune, Maharashtra. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.,

12. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217(1)(e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company.

During the period under review the Company has not earned any Foreign Exchange and also incurred the Foreign Exchange outgo of Nil.

14. REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

15. ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the sections of employees for the growth of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

Placet Mumbai UMESH LAHOTI Date: 28th May, 2013 CHAIRMAN


Mar 31, 2012

Dear Members,

The Directors have pleasure in placing before you the 27th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS: (Rs in Thousands)

Particulars For the year For the year ended ended 31st March, 2012 31st March, 2011

Total Income 1593.90 2760.46

Profit/(Loss) before Tax 941.47 2072.57

Provision Current Tax 2.44 265.30 for Tax MAT Credit Entitlement NIL (196.57) Deferred Tax 1.36 NIL Tax for Earlier Years (0,41) 16.43 Profit/(Loss) After Tax 943.98 1987.41

Balance B/F from earlier year 34432.35 32444.94

Balance carried to Balance Sheet 35376.33 34432.35

1. PERFORMANCE REVIEW

During the year, your Company has recorded a total income of Rs 1593.90 against Rs 2760.46 in the previous year, with the decrease of 42.26% due to loss in sale of Investments. Accordingly Net Profit before Taxation for the financial year ended March 31, 2012 had also been decreased to Rs 943.98 from Rs 1987.41 which is decreased of 54.57% in the previous year.

2. DIVIDEND

Your Directors recommend NIL Dividends for the year under review.

3. INCORPORATION OF WHOLLY OWNED SUBSIDIARY

Yours Directors are pleased to inform you, that the year under review, we have incorporated Crystal Tradecom Limited, a Wholly Owned Subsidiary of Hind Commerce Limited on 19th November, 2011. The Company has also got Certificate for Commencement of Business from Registrar of Companies, Maharashtra, Mumbai on 24th November, 2011 for commencing its business operations.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, 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 Directors'' Report.

5. PUBLIC DEPOSIT

The Company has not accepted deposit from public during the year under review. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

6. SUBSIDIARY COMPANIES

The Company as of March 31, 2012 had one subsidiary, viz. Crystal Tradecom Limited as wholly owned subsidiaries of Hind Commerce Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

7. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt, of India has, vide circular No.5/12/2007-CL-III dated February 08, 2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub-section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of Company''s subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

8. DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Prakash R. Bang, Non-Executive Independent Director, 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(l)(g) of the Companies Act, 1956.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31 2012, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. 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 as at March 31, 2012 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

10. AUDITORS AND AUDITORS'' REPORT

M/s. K. K. Khadaria & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. K. K. Khadaria & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act,1956.

11. LISTING

At present the Company''s Equity Shares are listed at Pune Stock Exchange, Pune and the Company has paid the Listing fees to the above exchange for the financial year ended 2011- 2012.

12. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217 (1) (e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company.

During the period under review the Company has not earned any Foreign Exchange and also incurred the Foreign Exchange outgo of Nil.

14. REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

15. ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the sections of employees for the growth of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

Place: Mumbai UMESH LAHOTI Date: 3rd August, 2012 DIRECTOR


Mar 31, 2011

Dear Members,

The Directors have pleasure in placing before you the 26th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 3 1st March, 2011.

FINANCIAL HIGHLIGHTS: (Rs in Thousand)

Particulars For the year For the year ended 31-03-2011 ended 31.03.2010

TotalIncome 2760.46 (974)

Profit/(Loss) before Tax 2072.57 (1953.91)

Provision for Tax Current Tax 265.30 NIL MAT Credit Entitlement (196.57) NIL Deferred Tax NIL (2.54) Tax for Earlier Years 16.43 22.99

Profit/(Loss) After Tax 1987.41 (1974.36)

Balance B/F from earlier year 32444.94 34419.30

Balance carried to BalanceSheet 34432.35 32444.94

1. DIVIDEND:

Your Directors recommend NIL Dividend for the year under review.

2. AUDITORS

M/s. K, K, KHADAR1A & CO., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them U/S 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the Company.

3. DIRECTORS

At the ensuing Annual General Meeting Mr. Ujwal R. Lahoti is liable to retire by rotation and is being eligible for re-appointment.

Mr. Sanjay Rajendra Soni was appointed as an Additional (Independent) Director on 12th May, 2011 in place of Mr. Purshottam Sarda. Applications under Section 257 have been received from some members proposing the candidature of Sanjay Rajendra soni for the post of directorship of the Company. Your directors recommend his appointment as Directors of the Company.

4. EMPLOYEES:

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

5. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217(1) (e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company. During the period under review the Company has earned Foreign Exchange of Rs. Nil and incurred the Foreign Exchange outgo of Nil.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors'' Report:

a) that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

b) 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 Loss of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis.

7 LISTING:

At present the Company''s Equity Shares are listed at Pune Stock Exchange, Pune and the Company has paid the Listing fees to the above exchange for the financial year ended 2011-12.

8. CORPORATE GOVERNANCE:

The Company has implemented various processes of Corporate Governance, through meetings of the Directors by the Audit and Share Transfer & Investor Grievance Committees of the Board.

The Securities and Exchange Board of India, vide an amendment to the listing agreement, has directed listed Companies to follow a uniform code of Corporate Governance which also includes disclosures in the Annual Report pursuant to Clause 49 of the listing agreement.

Accordingly, a report on the Corporate Governance, auditor''s certificate on compliance of Corporate Governance, and "Management Discussion and Analysis" giving details of the Company''s business and operating results are annexed as a part of the Annual Report for the information of the Shareholders. The Company has obtained certificate from the Managing Director of the Company.

9. ACKNOWLEDGEMENT:

The Directors wish to put on record their appreciation of the wholehearted and sincere co- operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the employees for the growlh of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS



Place: Mumbai UMESH LAHOTI. Date : 25th August, 2011 DIRECTOR

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