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Directors Report of Koa Tools India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25 th Annual Report with Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

Financial Results:

Financial results of the Company for the year under review are summarized as below: (Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Sales & Other Income 138.65 247.08

Profit before Depreciation & Tax 2.63 62.94

Depreciation 2.22 2.82

Profit/ (Loss) Before Tax 0.41 60.12

Provision for Tax - Current - -

- Earlier Year Tax

Profit/(Loss) after Tax 0.41 60.12

Profit/(Losses) Brought Forward from Previous Year (574.30) (634.43)

Profit/(Losses) Carried to Balance Sheet 0.41 (574.31)

Performance Review:

During the year under review, your Company has achieved Revenue of Rs 138.65 Lacs as comp ared to Rs. 247.08 Lacs in the previous year. Net Profit is Rs 0.41 Lacs as compared to Net Profit of Rs. 60.12 Lacs in the previous year. Your Directors are exploring the possibilities in new opportunities.

Auditors:

M/s. P.C.Bindal & Co., Chartered Accountants, the Auditors of the Company retires at the forthcoming Annual General Meeting '' and eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The Company has received letter from them to the effect that their appointment, if made would be within prescribed limit under the provisions of the Companies Act.

Auditors'' Report:

The notes to accounts appearing in the schedule and referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956.

Dematerialization of Share:

As the members are aware, your company''s shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Lt). (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of company''s shares on either of the Depositories as aforesaid.

Directors'' Responsibility Statement:

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

i) That in the preparation of the 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 to give a true and fair view of the st ate of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper 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.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on ''going concern'' basis.

Personnel:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

Conservation of Energy, research and development technology absorption, foreign exchange earnings and outgo: Particulars regarding conservation of energy, technology absorption, foreign exchange, earning and outgo

Information as required under section 217 (1) (e) of the Comianies Act, 1956 read with the Companies (Disclosure of particulars in the report of the board of Directors) Rules, 1988 for forming pirt of the Directors Report for the financial year ended 31st March, 2014 is as follows

1. Conservation of Energy

a. Energy conservation measures taken Not Applicable

b. Additional investment & proposals, if any being implemented. Not Applicable

c. Impact of measures of a & b above for reduction of energy consumption and Not applicable consequent impact on cost of production.

d. Total energy consumption and energy consumption Per unit of production as Not Applicable

perform ''A'' of the Annexure in respect of industries specified in the schedule thereto.

2. Technology Absorption

(i) Research and Development (R&D)

1. Specific area in which R & D is carried by the Company The Company is conducting R & D to make its business more effective.

2. Benefits derived as a result of the above R &D The awareness of services for the benefit of the investor/customers has increased.

3. Future plan of action The Company would continue R & Ds for more customer awareness.

4. Expenditure on R & D The Company has not undertaken any major expenditure on R & D i) Capital

ii) Recurring

Total R&D Expenditure as a percentage of total turnover

(ii) Technology Absorption, Adaptation and Innovation

1. Efforts in brief, made through towards technology absorption, adaptation and innovation Not Applicable

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product Not Applicable development, import substitution etc.

3. Information regarding imported technology

(a) Technology Imported None

(b) Year of Import Not Applicable

(c) Has the technology been fully absorbed Not Applicable

(d) It not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action Not Applicable



Corporate Governance:

A report on Corporate Governance appears in this Annual Report. A certificate from Statutory Auditors M/s. P.C. Bindal & Co., Chartered Accountants, with regard to Compliance of the Corporate Governance code by your Comp any is annexed hereto as Annexure and forms part of this report.

Acknowledgements;

Your Directors take this opportunity to offer their sincere thanks to the bankers of the Company, business associates, vendors, shareholders and esteemed clients for their unstinted support and assistance and look forward to the same in the times ahead.

For and On Behalf of the Board For KOA TOOLS INDIA LIMITED

(V.K.MITTAL) Place: Noida Chairman cum Managing Director Dated : 29.08.2014 DIN: 00814649


Mar 31, 2012

To' The Member of Koa Tools India Ltd.

The Directors have pleasure in presenting the 23rd Annual Report with Audited Statement of Accounts of the Company for the year ended 315| March 2012.

Financial Results:

Financial results of the company for the year under review are summarized as below: (Rs. In Lacs)

Particulars Year Ended Year Ended 31.3.2012 31.3.2011

Sales & Other Income 227.24 173.30

Profit before Depreciation & Tax 74.30 (505.17)

Depreciation 2.82 2.33

Profit/(Loss) Before Tax 71.48 (507.50)

Provision for Tax - Current

- Earlier Year Tax - 0.02

Profit/(Loss) after Tax 71.48 (507.52)

Profit/(Losses) Brought Forward from Previous Year (705.91) (198.39)

ProfitV(Losses) Carried to Balance Sheet (634.43) (705.91)

Performance

Review:

During the year under review' your company achieved Revenue of Rs 227.24 Lacs as compared to Rs. 173.30 Lacs in the previous year. Net Profit is Rs 71.48 Lacs as compared to Net Loss of Rs. 507.52 Lacs in the previous year. Your directors are exploring the possibilities in new opportunities.

Dividend:

Your Directors express their inability to recommend any dividend in view of low profit during the year under review as well as heavy accumulated losses of the earlier years.

Fixed Deposits:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31s'March' 2012.

Directors:

Sh. Rajeev Mittal' Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Material Changes:

There are no material changes and commitments' affecting the financial position of the company between the end of financial year of your company and the date of Director's Report.

Auditors:

M/s. P.C.Bindal & Co.' Chartered Accountants' the Auditors of the company retires at the forthcoming Annual General Meeting and eligible for re- appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment' if made would be within prescribed limit under Section 224(1 B) of the Companies Act' 1956.

Auditors' Report:

The notes to accounts appearing in the schedule and referred to in the Auditors' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956.

Dematerialization of Share:

As the members are aware' your company's shares are tradable compulsorily in electronic form. Accordingly' your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of company's shares on either of the Depositories as aforesaid.

Directors' Responsibility Statement:

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

i) That in the preparation of the accounts for the financial year ended 31" March' 2012' 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 to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper 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.

iv) That the Directors have prepared the accounts for the financial year ended 31s" March 2012 on 'going concern' basis.

Personnel:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act' 1956 during the year under review.

Conservation of Energy' research and development technology absorption' foreign exchange earnings and outgo:

Particulars regarding conservation of energy' technology absorption' foreign exchange' earning and outgo Information as required under section 217 (1) (e) of the Companies Act' 1956 read witn the Companies (Disclosure of particulars in the report of the board of Directors) Rules' 1988 for forming part of the Director's report for the financial year ended 31s'March' 2012 is as follows :-

1. Conservations of Energy

a. Energy conservation measures taken Not Applicable

b. Additional investment & proposals if any being implemented. Not Applicable

c. Impact of measures of a & b above for reduction Not applicable Of energy consumption and consequent impact

On cost of production

Total energy consumption and energy consumption Not Applicable Per unit of production as perform 'A' of the Annexure in respect of industries specified in the schedule thereto.

2. Technology Absorption

(i) Research and Development (R&D)

1. Specific area in which R & D is carried by the company The company is conducting R & D to mike its business more profitable.

2. Benefits derived as a result of the above R&D The awareness of investor's benefit has increased.

3. Future plan of action The company would continue R&Ds for more investors awareness.

4. Expenditure on R & D The company has not undertaken any major expenditure i)Capital on R&D

ii) Recurring Total

Total

Total R&D Expenditure as a percentage of total turnover

(ii) Technology Absorption' Adaptation and innovation

1. Efforts in brief' made through towards technology absorption' Not Applicable adaptation and innovation

2. Benefits derived as a result of the above efforts' e.g. product Not Applicable improvement' cost reduction' product development' import substitution etc.

3. Information regarding imported technology

(a) Technology Imported None

(b) Year of Import Not Applicable

(c) Has the technology been fully absorbed Not Applicable

(d) It not fully absorbed' areas where this has not taken place' Not Applicable reasons therefore and future plans of action

3. Foreign Exchange Earnings and Outgo

1. Activities relating to exports; imitative taken to increase exports; Nil development of new export markets for products' services and export plans.

2. Total foreign exchange used and earned Nil

Corporate Governance:

A report on Corporate Governance appears in this Annual Report. A certificate from Statutory Auditors M/s. P.C.Bindal& Co.' Chartered Accountants' with regard to Compliance of the Corporate Governance code by your company is annexed hereto as Annexure and forms part of this report. Acknowledgement:

Your directors take this opportunity to offer their sincere thanks to the bankers of the company' business associates' vendors' shareholders and esteemed clients for their unstinted support and assistance and look forward to the same in the times ahead.

For and On Behalf of the Board

For Koa Tools India Limited

Place: Noida (V.K.MITTAL)

Dated: 03 08 2012 Chairman cum Managing Director

DIN: 00814649


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report with Audited Statement of Accounts of the Company for the year ended 31st March 2010.

Financial Results;

Financial results of the company for the year under review are summarized as below: (Rs. In Lacs)

Particulars Year Ended Year Ended 31.3.2010 31.3.2009

Sales & Other Income 127.09 237.11

Profit Before Depreciation, Interest & Tax 2.60 4.16

Interest & Depreciation 1.55 2.15

Profit/ (Loss) Before Tax 1.05 2.01

Provision for Tax -Current 0.16 0.19

- Fringe Benefit - 0.14

- Earlier Year Tax 0.00 0.00 Profit/(Loss) after Tax 0.89 1.68

Profitf(Losses) Brought Forward from previous year (199.27) (200.96)

Profit/fLosses) Carried to Balance Sheet (198.39) (199.28)

Performance Review ;

During the year under review, your company achieved turnover of Rs 127.09 Lacs as compared to Rs. 237.11 Lacs in the previous year. Net profit after tax is Rs.0.89 Lacs as compared to net profit of Rs. 1.68 Lacs in the previous year. Your directors are exploring the possibilities in new opportunities.

Dividend;

Your Directors express their inability to recommend any dividend in view of low profits during the year under review as well as heavy accumulated losses of the earlier years.

Fixed Deposits;

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31" March, 2010.

Directors:

Sh.Rajeev Mittal, Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment.

Material Changes :

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of Directors Report. Auditors :

M/s. P.C.Bindal & Co., Chartered Accountants, the Auditors of the company retires at the forthcoming Annual General Meeting and eligible for re- appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment, if made would be within prescribed limit under Section 224(1 B) of the Companies Act, 1956.

Auditors Report :

The notes to accounts appearing in the schedule and referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956.

Dematerialization of Share:

As the members are aware, your companys shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of companys shares on either of the Depositories as aforesaid. Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1966, 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, 2010, 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 to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) That the Directors have taken proper 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.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on going concern basis.

Personnel:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

Conservation of Energy. Technology Absorption:

As required under Section 217(1 )(e) of the Companies Act, 1956 and the rules made thereunder, the concerned particulars relating to Conservation of Energy,

Technology Absorption:

Conservation of Energy: The Company ensures conservation of energy through an optimum utilization of power, fuel and water. Technology Absorption: Your Company has not imported technical know-how during the year under review.

Foreign Exchange Earnings and Outgo:

The Company did not have any foreign exchange income/ outflow.

Corporate Governance:

A report on Corporate Governance appears in this Annual Report. A certificate from Statutory Auditors M/s. P.C.Bindal & Co., Chartered Accountants, with regard to Compliance of the Corporate Governance code by your company is annexed hereto as Annexure and forms part of this report.

Acknowledgement;

Your directors take this opportunity to offer their sincere thanks to the bankers of the company, business associates, vendors, shareholders and esteemed clients for their unstinted support and assistance and look forward to the same in the times ahead.

For and On Behalf of the Board

Place: Noida V.K.MITTAL)

Dated: 30.07.2010 Chairman cum Managing Director

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