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Directors Report of Mihika Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL PERFORMANCE (Amount in Rs.Lacs)

31st March, 2015 31st March, 2014

Profit before tax 2.10 1.34

Less: Tax Expense 0.04 0.41

Profit after tax 2.06 0.93

Add: Balance brought forward from previous year 2.73 1.80

Balance available for appropriation 4.79 2.73

Balance carried to Balance Sheet 4.79 2 73

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 1,00,00,000 Equity Shares of Rs.l0/-each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by any Regulators/Courts Tribunals impacting the going concern status and the Company's operations in future.

DIRECTORS

Mrs. Shweta Sethia (DIN: 04444566) was appointed as Additional Director of the Company on 28th March, 2015. She hold office till the conclusion of ensuing Annual General Meeting.

Mr. Yashwant Kumar Goyal (DIN: 00012633), Independent Director of the Company has resigned from the Company with effect from 13th August, 2015 and the Board of Directors place on record their highest sense of appreciation for the valuable advice and guidance rendered by him during his tenure as Director of the Company.

In terms of Section 149 and 152 of the Companies Act, 2013, Mr. Manoj Chetani (DIN-02935980), is proposed to be appointed as Independent Director of the Company at the ensuing Annual General Meeting.

The Company has received notice from a member along with requisite deposit under section 160ofthe Companies Act, 2013 proposing Mrs. Shweta Sethia for the office of director and Mr. Manoj Kumar Chetani for the office of Independent Director.

A brief resume of the Directors being appointed, nature of the expertise in specific functional areas, names of companies in which they holds directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors as stipulated under clause 49 of the Listing Agreement with the stock exchanges, is provided in Notice of the Annual General Meeting. The Board of Directors of the Company recommends the appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures;

b) The Directors had selected such accounting policies as mentioned in the Notes to Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) The Directors had 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 Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Accounts for the financial year ended 31st March, 2015 on 'going concern' basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149 of the Companies Act, 2013.

AUDITORS AND AUDITORS REPORT

(A) Statutory Auditors:-

M/s. J. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 33rd Annual General Meeting, to be scheduled in 2016. They have confirmed their eligibility under the Act and that they are not disqualified to act as Auditors of the Company. Their appointment is subject to ratification by the members at the Annual General Meeting.

The observations made by the auditor's in the Auditors' Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of section 134 of Companies Act, 2013.

(B) Secretarial Auditor:-

The Board has appointed Mr. Aran Kumar Jaiswal, Practising Company Secretary to hold the office of the Secretarial Auditor and to conduct the Secretarial Audit and prepare the Secretarial Auditors' Report in pursuant to sub-section (1) of section 204 of Companies Act, 2013 and Rules made there under for the financial year 2014-15.

The report is self explanatory and do not contain any reservation, qualification or adverse remarks. The Secretarial Auditors' Report is annexed to this report as Annexure - A.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. The details of various Board meetings are provided in the Corporate Governance Report of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been consistency complying with the various regulations of Securities & Exchange Board of India (SEBI), including regulations on Corporate Governance, which is enumerated under Clause 49 of the Listing Agreement. Pursuant to the said SEBI regulations, a separate section Med Corporate Governance Report is being furnished. Further your Company's Statutory Auditors M/s. J. Gupta & Co., Chartered Accountants, have examined compliance of the aforesaid Corporate Governance Guidelines and issued a Certificate, which is annexed to this Report.

The Company has adopted a code of conduct applicable to the Board and senior management. The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and in particular those stipulated in Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the year under review as stipulated under clause 49 of the listing agreement with the stock exchanges is presented, in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Company's shares have been listed with the BSE Ltd. with Scrip Code 538895. The Company confirms that it has paid the annual listing fees for the year to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2015, being the end of the financial year of the Company.

INTERNAL CONTROL SYSTEMS

The Company's auditors have confirmed that the Company has proper and adequate internal control systems commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and that all applicable statutes and corporate policies are duly complied with.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the managerial personnel of the company is attached here as Annexure - B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as Mows:

(A) Conservation of Energy : NA

(B) Technology Absorption : NA

(C) Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange transactions are as below:

Foreign Exchange Earnings Rs.Nil

Foreign Exchange Outgo Rs.Nil

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details of materially significant related party transactions that are the transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No.21 (B) of the Financial Statements in compliance with the Accounting Standard relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed to this report as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT OR SECURITIES PROVIDED

Loans, guarantees and investments or securities covered under Section 186 of the Companies Act, 2013 from part of the notes no. 21(G) to the financial statements.

RISK MANAGEMENT POLICY

As required under Clause 49 of the Listing Agreement, the Company has established a well documented and robust risk management framework. Under this framework, risks are identified across all business process of the Company on a continuous basis. Once identified, these risks are classified as strategic risk, business risk or reporting risk. Strategic risk is those which are associated with the long term interests of the Company. Reporting risk is associated with incorrect or un-timely financial and non- financial reporting.

The Audit Committee of the Board of Directors review the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and clause 49(H)(F) of the Listing Agreement, the Company has established a Vigil mechanism/Whistle Blower Policy. The policy is available at Company's website.

EVALUATION OF BOARD S PERFORMANCE

The Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non- independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. AH Directors of the Board are familiar with the business of the Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. AH employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the Financial Year 2014-15:

a) No of complaints received : NIL

b) No of complaints disposed off : NIL

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.

For and on behalf of the Board

Place : Kolkata KULDEEP KUMAR SETHIA

Dated : 28th August, 2015 Chairman and Managin3 Director


Mar 31, 2014

Dear Members,

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

FINANCIAL PERFORMANCE

(Amount in Rs.) 31st March, 2014 31st March, 2013

Profit before tax 133803 15297

Less: Tax Expense 41344 4730

Profit after tax 92459 10567

Add: Balance brought forward from previous year 180707 170140

Balance available for appropriation 273166 180707

Balance carried to Balance Sheet 273166 180707

DIVIDEND

With a view to conserve resources for growth of Company, no dividend is recommended by the Board for the year ended 31st March, 2014.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 58A of the Companies Act, 1956. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited in the Investor Education and Protection Fund, as on 31st March, 2014.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the company, which comprises of 1,00,00,000 Equity Shares of Rs.10/-each.

DIRECTORS

Mr. Rajesh Shah was appointed as Additional Director as an Independent Director of the Company with effect from 30th May 2014. He holds office till the Conclusion of next Annual General meeting.

Mr. Kuldeep Kumar Sethia was redesignated / appointed as Managing Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

A brief resume of the Directors being appointed/re-appointed, nature of the expertise in specific functional areas, names of companies in which they holds directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors as stipulated under Clause 49 of the Listing Agreement with the stock exchange, is provided in Notice of the Annual General Meeting. The Board of Directors of the Company recommends the appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors acknowledge the responsibility for ensuring compliance with provisions of Section 217 (2AA) of the Companies Act, 1956 in preparation of the Annual Accounts of your Company for the financial year ended 31st March, 2014 and confirm that :-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures there from;

b) The Directors have selected such accounting policies as mentioned in the Notes to Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the Accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

CORPORATE GOVERNANCE

Your Company has been consistently complying with the various regulations of Securities & Exchange Board of India (SEBI), including regulations on Corporate Governance, which is enumerated under Clause 49 of the Listing Agreement. Pursuant to the said SEBI regulations, a separate section titled ''Corporate Governance Report'' is being furnished. Further your Company''s Statutory Auditors M/s J. Gupta & Co., Chartered Accountants, have examined compliance of the aforesaid SEBI Corporate Governance Guidelines and issued a Certificate, which is annexed to this Report.

The Company has adopted a code of conduct applicable to the Board and senior management. The Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of law and in particular those stipulated in Listing Agreement with the Stock Exchange.

SEBI vide its Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 has notified the revised Clause 49 of the Listing Agreement to be applicable with effect from 1st October 2014. This report therefore stands complied against the previous Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented, in a separate section forming part of the Annual Report.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2014, being the end of the financial year of the Company.

INTERNAL CONTROL SYSTEMS

The Company''s auditors have confirmed that the Company has proper and adequate internal control systems commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly and that all applicable statutes and corporate policies are duly complied with.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and do not contain any reservation, qualification or adverse remarks and therefore, need no further clarifications/explanations as required under Section 217(3) of the Companies Act, 1956.

AUDITORS

Pursuant to the provision of Section 139 of the Companies Act, 2013 and Rules made thereunder, the current auditors of the Company, M/s J. Gupta & Co., Chartered Accountants are eligible to hold the office for further period of two years upto 2016.

The members are therefore requested to re-appoint M/s J. Gupta & Co., Chartered Accountants as auditors for two years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 33rd Annual General Meeting, to be scheduled in 2016 and to fix their remuneration for the year 2014-2015.

STATUTORY AND OTHER INFORMATION

Your Company has no employee in the category under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975.

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

The Company has no particulars to report regarding technology absorption, conservation of energy as required under Section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. During the year under review, the Company did not have any foreign exchange earnings, or any foreign exchange outgo.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.

For and on behalf of the Board

Place : Kolkata KULDEEP KUMAR SETHIA Dated: 30th day of May, 2014 Chairman and Managing Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Amount in Rs.) 31st March 2013 31st March 2012

Profit before tax 15297 13685

Less: Tax Expense 4730 2838

Profit after tax 10567 10847

Add:Balancebrought forward from previousyear 170140 159293

Balance available for appropriation 180707 170140

Balance carried to Balance Sheet 180707 170140

DIVIDEND

With a view to conserve resources for growth of company, no dividend is recommended by the Board for the year ended 31st March, 2013.

ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

Your Directors are pleased to inform you that during the year under review 9759930 equity shares of Rs.10/- each per share at a premium of Rs.15/- each per share were issued on preferential basis to Promoter group and select Non Promoter investors. These equity shares were allotted in compliance with SEBI (ICDR) Regulation, 2009 and after receipt of requisite approvals. Post issue, final listing approval has been received from the U. P. Stock Exchange Ltd. Further the total issue proceeds of Rs.24.40 crores were dully utilized as per the object of the issue.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 58A of the Companies Act, 1956. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited in the Investor Education and Protection Fund, as on 31st March, 2013.

DIRECTORS

Pursuant to the provisions of section 256 of the Companies Act, 1956 Mr. Kamal Kumar Goyal, director of the Company, retires by rotation at the forthcoming Annual General Meeting scheduled to be held on 30th September, 2013. Mr. Kamal Kumar Goyal has expressed his desire not to be re-appointed.

The Board places on record its deep appreciation of the invaluable services rendered by Mr. Kamal Kumar Goyal during his tenure as director on the Board of Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that :-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures there from;

b) The Directors have selected such accounting policies as mentioned in the Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report for the year under review as stipulated under clause 49 of the listing agreement with the Stock Exchanges is presented, in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per Clause 49 of the Listing Agreement with Stock Exchanges, and the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices, the Company has implemented all the mandatory stipulations. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements (Annexure-II) forms part of this report. The requisite Certificate from the Statutory Auditors of the Company, M/s. J. Gupta & Co. Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2013, being the end of the financial year of the Company.

COMPLIANCE OF ACCOUNTING STANDARDS

The Company has duly adopted all the applicable Accounting Standards in pursuance to the provision of Section 211 (3A) of the Companies Act, 1956.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and do not contain any reservation, qualification or adverse remarks and, therefore, need no further clarifications/explanations as required under Section 217 (3) of the Companies Act, 1956.

AUDITORS

J. Gupta & Co., Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. Further they also hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under revised clause 41 of listing agreement.

STATUTORY AND OTHER INFORMATION

There is no employee failing within the purview of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review. Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed to be terms of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules, 1998 is not applicable and hence not given.

ACKNOWLEDGEMENTS

Your Directors would like to convey their sincere appreciation for assistance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company who have contributed significantly towards Company''s performance. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Place : Kolkata KULDEEP KUMAR SETHIA Dated: 30th day of May, 2013 Chairman and Executive Director


Mar 31, 2012

Dear members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Amount in Lacs)

31st March 2012 31st March 2011

Profit before tax 0.14 0.35

Less: Tax Expense 0.03 0.43

Profit after tax 0.11 (0.08)

Add: Balance brought forward from previous year 1.59 1.67

Surplus carried to Balance Sheet 1.70 1.59

DIVIDEND

With a view to conserve resources for growth of company, no dividend is recommended by the Board for the year ended 31 st March, 2012.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited in the Investor Education and Protection Fund, as on 31 st March, 2012.

DIRECTORS

Sri Pankaj Kumar Goyal retires by rotation at the forthcoming Annual General Meeting of the Company. He has conveyed his unwillingness for being reappointed at the ensuing Annual General Meeting. The Board places on record his remarkable services to the Company during his tenure on the Board.

Requisite notices has been received from shareholders proposing the name of Sri Kuldeep Kumar Sethia and Sri Mali Chand Agarwala to be appointed as directors on the Board.

None of the Directors of your Company is disqualified as per the provisions of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:-

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures there from;

b) The Directors have selected such accounting policies as mentioned in the Notes to Financial Statements 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 of the Company for the year ended 31 st March, 2012;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on going concern basis.

COMPLIANCE OF ACCOUNTING STANDARDS

The Company has duly adopted all the applicable Accounting Standards in pursuance to the provision of Section 211 (3 A) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year 2011-12, no employee was in the receipt of remuneration as required to be disclosed under Section 217 (2A) of the Companies Act, 1956.

AUDITORS'' REPORT

The Comments in Auditor''s Report read with Notes to the Accounts are self-explanatory.

AUDITORS

M/s. J. Gupta & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

FOREIGN EXCHANGE TRANSACTION

During the year of operation the total Foreign Exchange earnings and expenditure are Nil.

LISTING PARTICULARS

The Company''s Shares are listed with U.P Stock Exchange. The annual listing Fees has been paid.

COMPLIANCE CERTIFICATE

Compliance Certificate issued by Company Secretary in whole time practice to the provisions of section 383A of the Companies Act ,1956 , read with Companies( Compliance Certificate ) Rules ,2001 is annexed.

ACKNOWLEDGEMENTS

Your Directors would like to convey their sincere appreciation for assistance and cooperation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company who have contributed significantly towards Company''s performance. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board

Kamal Kumar Goyal Chairman Place: Kolkata Dated: 30lh Day of May, 2012


Mar 31, 2011

Dear Members,

The Directors take pleasure in submitting the Company''s 28lh Annual Report for the accounting year ended 31st March,2011 alongwith the Auditors'' Report thereon.

ACTIVITIES:

The company has earned profit from sale of its investments and it continued to do investment activities. The company has entered into intermediation and broking activities.

ACCOUNTING RESULTS:

PARTICULARS YEAR ENDED YEAR ENDED 31/03/2011 31/03/2010 Rs. Ps. Rs. Ps.

Profit Before Tax 34923.28 (38,059.28)

Provision for Taxation Current 6412.00 (3,337.00) Deferred - - Fringe Benefit - - Tax - (1.062.00) Mat CreditEntitlement - 76,725.00 Profit After Tax 28511.28 34,266,72

Balance B/f from Last Year 166911.58 1,32,644.86

Balance Carried to Balance Sheet 195422.86 1,66,911.58

DIRECTORS:

Mr. Kamal Kumar Goyal, director retire by rotation and is eligible for reappointment.

AUDITORS :

M/s. B. Kabra & Associates, Chartered Accountants, auditors of the company retire at the ensuing Annual General Meeting. They have expressed their unwillingness for reappointment. The Company has received the consent of M/s. J. Gupta & Company, Chartered Accountants to act as Statutory Auditors of the Company. The Board of Directors, therefore, recommends M/s. J. Gupta ''& Company, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this annual general meeting until the conclusion of next annual general meeting for the approval of Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2 A A) of the Companies Act, the directors confirm that:

1. In the preparation of the Annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended 31st March,2011 and the Profit for the year ended 31st March,2011;

3. proper and sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis.

Registered Office By Order of the Board Room No.45,2nd floor, 4A,. Indra Kumar Kamani Sarani, Kolkata -700 001 (Kamal Kumar Goyal) Chairman Dated the 02nd day of August,2011

 
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