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Directors Report of Monnet Industries Ltd.

Mar 31, 2015

DEAR MEMBERS,

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

1. FINANCIAL SUMMARY

Amount [Rs. in Lakhs]

Particulars 2014-2015 2013-2014

Operating income 3804.38 1225.16

Profit/(Loss) before Depreciation (1475.67) (1225.03)

Less: Depreciation 4.09 14.58

Profit/(Loss) for the year before Tax (1479.76) (1239.61)

Provision for taxation 0.00 0.00

Profit/(Loss) after Tax (1479.76) (1239.61)

Reserves and Surplus (2782.63) (1214.64)

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review your Company's operating income was of Rs. 3804.38 Lacs as compared to Rs. 1225.16 lacs during the previous year. The Company has incurred a loss of Rs. 1479.76. Lacs as compared to Rs. 1239.61 Lacs during the previous year.

Further, there has been no change in the nature of the business during the period under review.

2. DIVIDEND

In view of loss during the year under review, your directors do not recommended any dividend to the shareholders.

3. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have taken place between the end of financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

4. PUBLIC DEPOSITS

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

5. SHARE CAPITAL

There was no change in the Company's share capital during the year under review.

The Company's paid up share capital is Rs. 18,68,12,620 comprising of 36,81,262 equity shares of Rs. 10 each and 15,00,000 10% Non-Cumulative, Non-Convertible redeemable Preference shares of par value of Rs. 100 /- each.

6. DIRECTORS

During the year under review, the company has appointed Mr. Saurabh Khandelwal as a Whole-time Director of the Company w.e.f. 12.11.2014 and Ms. Babika Goel as the Additional Director of the Company w.e.f. 14.02.2015.

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the company's articles of association, Mr. JP Lath, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re- appointment.

All independent directors have given declarations that they meet the eligible criteria of independence as provided in

sub-section (6) of section 149 of the Companies Act, 2013 and clause 49 of the Listing agreement. There are three Independent Directors namely Sh. Amitabh Sharma Mudgal, Sh. Rajiv Poddar and Sh. Raj Kumar Sachdev.

Directors of the Company are not related to each other in accordance with section 2(77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

As per clause 49 (IV) (G) of the listing agreement, the required details of directors appointed/reappointed during the year is given in Annexure 1

7. DIRECTOR'S RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134 (3), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

a) In preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The selected accounting policies were applied consistently and the Directors made judgments and estimate that are reasonable and prudent so as to give a true and fair view of Company as at 31st March, 2015 and the profit of the Company for that period;

c) Proper and sufficient care has been taken 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;

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

e) The internal financial controls have been laid down by the company and such financial controls were adequate and operating effectively and;

f) Proper systems have been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

8. INTERNAL CONTROLS & INTERNAL FINANCIAL CONTROLS

Internal Control systems are an integral part of company's corporate governance. Your Company has effective internal control environment. Control systems have documented policies, checks and balances, guidelines and procedures that are supplemented by robust internal audit processes and monitored continuously by periodical reviews by management which provides reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly. Your Company has an independent MIS and Audit Department to oversee the day-to- day functioning of the Company. The Company has proper budgeting system and the actual performance is continuously evaluated and the corrective measures are taken from time to time. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

9. LISTING OF SHARES

The Company's Equity Shares are presently listed at the Bombay Stock Exchange, Mumbai. The Company has made application to The Delhi Stock Exchange Association Ltd., The Calcutta Stock Exchange Association Ltd., The Jaipur Stock Exchange and The Stock Exchange, Ahmedabad for delisting of its equity shares but application has remained pending so far. Further, Company got its shares delisted from the Madhya Pradesh Stock Exchange on 23rd April, 2015.

*Bombay Stock Exchange Ltd. *The Calcutta Stock Exchange Assoc. Ltd. Phiroze Jeejeebhoy Towers, 7, Lyons Range Mumbai - 400 001 Kolkata - 700 001

*The Stock Exchange, Ahmedabad Kamdhenu Complex, Opp. Sahajanand College Panjarapole, Ahmedabad-380015

STOCK CODE:

Scrip Code, BSE : 532078

Demat ISIN No. in NSDL & CDSL : INE407E01029

10. DECLARATION BY INDEPENDENT DIRECTORS

The company has received the necessary declaration from each director in accordance with Section 149(6) of the Companies Act, 2013 that he/she meets the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Board evaluated the effectiveness of its functioning and that of Committees, Key Managerial Personnel & individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Further, the Independent Directors at their meeting reviewed the performance of Board, Chairman of the Board and Non- executive Directors.

12. 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. Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

13. KEY MANAGERIAL PERSONNEL

During the year under review following KMP changes took place:

Sr.No. Name of Directors Designation Date of Appointment at Current Designation

1. Sh. Sourabh Khandelwal Whole-time Director 22/11/2014

2. Sh. Saurav Kumar Pradhan CFO 14/02/2015

3 Ms. Khushboo Sharma CS 31/03/2015

14. AUDITORS

I) Statutory Auditor

The Auditors report is without any qualifications and notes to the accounts as referred in the Auditors Report are self- explanatory and therefore, do not call for any further comments or explanations.

M/s O.P. Bagla & Co., Chartered Accountants, Firm Registration No. 000018N, New Delhi, who were auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for reappointment to audit the Accounts of the Company for the FY2015-16. As required under the provisions of Sec 139 of the Companies Act, 2013, the Company has obtained a written confirmation from Messers O.P. Bagla & Co. that their appointment, if made, would be in conformity with the limit specified in the said Section.

ii) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report.

The Secretarial Audit Report for the Financial year ended March 31, 2015 contains certain reservation and remarks which are given along with the management reply for the same:

* Few e-form(s) were filed beyond the due date with the Registrar of Companies, Chhattisgarh.

In this regard, the Company wishes to inform that delay in filing of some forms was mainly due to ambiguity and uncertainty in the provisions of the Companies Act, 2013.

iii) Internal Auditor

The Company has appointed M/s. Krishan Rakesh & Co. as internal auditor of the Company in its Board Meeting held on 13 th August, 2015.

15. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Whole-time Director's declaration regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

16. RISK MANAGEMENT

Your Company's Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The risk policy defines the risk management handling system vis-a-vis role of various entities. The profiling, a continuously ongoing and evolving process, is done for each risk. The process involves prioritizing, modeling and assigning mitigation process to each type of risk model. The management periodically issues the policies to its divisions. These divisions modify these to make it suitable. A corporate level independently constituted team and a sound internal audit system is in place. The internal audit team periodically visits the divisions and carries out audit. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchange is annexed and forms part of this Annual Report.

18. DISCLOSURES-

NUMBER OF MEETING OF THE BOARD

During the year, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is annexed as Annexure-2 hereto and forms a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial personnel and their remuneration as well as policy on other employees remuneration. The Brief terms of policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE

The Company complies with the provisions related to Audit Committee, as provided under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is as under:

S. No. Name of Members DIN Composition of the Audit Committee

1. Sh. Rajiv Poddar 00171063 Chairman

2. Sh. Raj Kumar Sachdev 05352831 Member

3. Sh. Amitabh Sharma Mudgal 00468084 Member

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company and the link for the same is http://www.monnetgroup.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy on Gender Equality, Gender Protection, Prevention of Sexual Harassment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints pertaining to sexual harassment were received during FY 2014-15.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure 3.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being dent to the members of the Company. The said information is available for inspection at Registered Office of the Company during working hours, , Any member interested in obtaining said such information, may write to the Company Secretary at the registered office and the same will be furnished on request.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

ACKNOWLEDGMENT

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Government, Financial Institutions, Bankers to the Company, all Customers, Suppliers and contractors for their continued valued assistance and support. Your Directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the Company at all levels.

By Order of the Board

For Monnet Industries Limited

sd/- sd/- Date: 13th August,2015 (Amitabh Sharma Mudgal) (Sourabh Khandelwal) Place: New Delhi Director Whole-time Director


Mar 31, 2014

TO THE MEMBERS

The Directors present the 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

[Rs. in Lakhs] 2013-2014 2012-2013

Revenue and Other Income 12.25 86.60

Profit before Depreciation 1225.03 26.63

Depreciation 14.59 16.92

Profit before tax (1239.62) 9.71

Provision for Income Tax 0.00 0.00

Profit after Tax (1239.62) 9.71

Balance as per last year (175.34) (185.06)

Balance carried to Balance Sheet (141.50) (175.34)

OPERATIONS OF THE COMPANY

Your Company is not conducting any manufacturing operations for the same reasons as stated in our previous reports.

DIVIDEND

In view of inadequate profits and accumulated losses of earlier years, your Directors are not in a position to recommend the dividend.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Shri Amitabh S. Mudgal (DIN No. 00468084), Director, being longest in the office, retires by rotation on the day of 31st Annual General Meeting and being eligible offers himself for reappointment. Further, Shri Sourabh Khandelwal (DIN 06929590) was inducted as Additional Director on the Board of the Company w.e.f. 22-07-2013 and holds the office upto the date of ensuing Annual General Meeting. The company has received notice u/s 160 of the Companies Act, 2013 proposing his name for the directorship along with a fee of Rs. 1,00,000/-.

The nature of composition of the Board member is being recast to make it compliant with the provisions of the Companies Act, 2013 with respect to appointment of independent directors for a fixed term during which period, they shall neither retire by rotation nor shall be counted in the Total strength of the Board. However, two-third of the total strength of the Board shall comprise of the directors whose office shall be liable to determination by retirement by rotation. For this purpose, requisite resolutions have been incorporated in the Notice of the 31st Annual General Meeting and the Explanatory Statement contains the detailed reasons therefor.

As per Clause 49 (IV) (G) of the Listing Agreement, the required detail of directors appointed/reappointed during the year is given in Annexure-III.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors can hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years. As per sub-section (5) of said Section 149,

the compliance is to be made within one year from the date of commencement of the new Act.

Presently, Shri Rajiv Poddar and Shri R.K. Sachdev are the Independent Directors of the Company in terms of Section 149. As per their existing terms of appointment, all of them are liable to retire by rotation. The Board considered the appointment of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that these independent directors fulfill the conditions specified in the Act and the rules made thereunder and that the proposed directors are independent of the management and can be appointed for a term of five years during which period, they shall not be liable to retire by rotation. These directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Company''s business, the educational / professional qualifications, working experience, expertise in line with Company''s business, positive attributes.

RESPONSIBILITY STATEMENT

In terms of Section134(3)(c), your directors confirm having:

(i) Followed in the preparation of Annual Accounts, the applicable accounting standards , with proper explanation relating to material departures, if any;

(ii) 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) 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) Prepared the accounts on a ''going concern'' basis.

DEPOSITORY SYSTEM

As on 31st March, 2014, about 96.76% of the shares of your Company have been dematerialized.

The shares of the Company are available for trading in the dematerialised form under both the Depository Systems in India – NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Company''s shares under the Depository System is INE407E01029. The annual custody fee for the financial year 2014-15 has been paid to NSDL and CDSL, the Depositories.

Since the Securities and Exchange Board of India (SEBI) has made trading in the Company''s shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding.

STATUTORY DISCLOSURES

i) A declaration signed by Chairman as required under Clause 49 (I) (D) of the Listing Agreement is enclosed as

Annexure-I.

ii) The Chairman has given a certificate to the Board of Directors, as required under Clause 49 (V) of the Listing Agreement, for the year ended 31st March, 2014.

MANAGEMENT DISCUSSION & ANALYSIS

During the year under review, your Company has not been carrying on any business activity and consequently, there is no requisite information in respect of Management Discussion & Analysis. However, wherever necessary, the requisite information in respect thereof has been included in the Directors'' Report itself.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT

Your Company has adequate internal control systems commensurate with the size and nature of the business. The Risk Management Policy being pursued by the Company is adequate for safeguarding the assets of the Company. The Policy is periodically reviewed to keep it commensurate with the size and nature of Company''s business.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement, necessary measures have been taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors is given in Annexure-II and forms an integral part of this report.

AUDIT COMMITTEE

The Audit Committee of Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 177 of The Companies Act, 2013 consist of Shri R.K. Sachdev as Chairman, Shri Rajiv Poddar has been co-opted as a member of the Committee besides Shri Amitabh S. Mudgal being the other member of the Committee. The Company Secretary is the ex-officio Secretary of the Audit Committee.

AUDITORS

The Auditors'' Report and Notes to the Accounts as referred in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments or explanation.

M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of the Company, holds the office till the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year from the Public under Section 73 of the Companies Act, 2013.

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

In view of no manufacturing operations during the year under report, the provisions of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable and therefore, no report is enclosed.

PERSONNEL

Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, the same are not applicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to all concerned for their continued valued assistance and support.

For and on behalf of Board of Directors

Sd/- (Rajeev Poddar) Place: New Delhi Chairman Date:, 12th August, 2014


Mar 31, 2011

The Directors have pleasure in presenting the Twenty Eight Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

Financial Results

[Rs. in Lacs]

2010-11 2009-10

Profit/(Loss) for the year before 24.40 28.80

Interest, Depreciation

Less : Interest 0.00 0.00

Depreciation 22.85 22.85 22.90 29.90

Profit/(Loss) for the year 1.55 5.90

Provision for Tax 0.00 0.00

Income Tax Adjustment 0.00 0.07

Provision for FBT 0.00 0.00 0.00 0.07

Profit/Loss after Tax 1.55 5.83

Balance as per last (197.91) (203.74)

Balance carried to Balance Sheet (197.35) (197.91)

Operations of the Company

There have been no operations in the Company during the year under review due to the reasons already stated in our previous reports.

Dividend

In view of inadequate profits, your Directors are not in a position to recommend the dividend.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Shri Amitabh S. Mudgal and Shri M.S. Gujral, Directors, being longest in the office, retires by rotation on the day of 28 th Annual General Meeting and being eligible offers himself for reappointment.

Responsibility Statement

In terms of Section 217 (2AA), your directors confirm having:

i) followed in the preparation of Annual Accounts, the applicable accounting standards , with proper explanation relating to material departures, if any;

(ii) 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) 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) prepared the accounts on a 'going concern' basis.

Depository System

As on 31 st March, 2011, about 96.74% of the shares of your Company have been dematerialized. Since the Securities and Exchange Board of India (SEBI) has made trading in the Company's shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding.

Statutory Disclosures

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2010-11. A declaration to this effect signed by the Director of the company is annexed to this report as Annexure-I.

Management Discussion & Analysis

There being no operations in the Company as reported in previous reports as well, there is no requisite information in respect of Management Discussion & Analysis. However, wherever necessary, the requisite information in this respect thereof has been included in the directors' Report itself.

Corporate Governance Report

Pursuant to clause 49 of the Listing Agreement, necessary measures are taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors is given in Annexure-II and forms an integral part of this report.

Internal Control Systems and their Adequacy

Your Company has adequate internal control systems were commensurate with the size and nature of the business and were supplemented by an extensive program of internal audits, reviews by management and documented policies, guidelines, and procedures to provide reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly . The Company shall promptly re-establish and reshape these systems to make the same commensurate with the new line of activity in future.

Risk Management

There being no operations in the Company, the Risk Management Policy being pursued is adequate for safeguarding the assets of the Company. However, the Policy will undergo comprehensive review whenever the Company commences business operations.

Audit Committee

The Audit Committee of the Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956 consists of Shri Rajiv Poddar as Chairman, Shri J.P. Lath and Shri Amitabh S. Mudgal, as its members.

Auditors

The Auditors' Report and Notes to the Accounts as referred in the Auditors' Report are self explanatory and therefore, do not call for any further comments or explanation.

M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi , Auditors of the Company, hold the office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Fixed deposits

The Company has not invited or accepted any deposits during the year from the Public under Section 58A of the Companies Act, 1956. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo In view of no operations in the Ferro Alloys Division, no report under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is being given.

Personnel

Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, the same are not applicable.

Acknowledgements

Your Directors take this opportunity to offer their sincere thanks to all concerned for their continued valued assistance and support.

For and on behalf of Board of Directors

Sd/-

(RAJIV PODDAR)

Chairman

Place: New Delhi :

Date : 3rd August , 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

[Rs. in Lacs]

2009-10 2008-09

Profit/(Loss) for the year before Interest, Depreciation 28.80 39.02

Less : Interest 0.00 0.04

Depreciation 22.90 22.90 23.34 23.38

Profit/(Loss) for the year 5.90 15.64

Provision for Tax 0.00 0.00

Income Tax Adjustment 0.07 0.00

Provision for FBT 0.00 0.07 0.29 0.29

Profit/Loss after Tax 5.83 15.35

Balance as per last year (203.74) (219.09)

Balance carried to Balance Sheet (197.91) (203.74)

OPERATIONS OF THE COMPANY

There have been no operations in the Company during the year under review due to the reasons already stated in our previous reports.

DIVIDEND

In view of inadequate profits, your Directors are not in a position to recommend the dividend.

DIRECTORS

Pursuant to Section 255 of the Companies Act, 1956, Shri J.P. Lath, Director, being longest in the office, retires by rotation on the day of 27th Annual General Meeting and being eligible offers himself for reappointment. Further, Shri Rajiv Poddar was appointed as additional director on the Board of the Company w.e.f. 29th January, 2010. He holds the office of Director till the date of ensuing Annual General Meeting. A member has signified his intention, along with a security deposit of Rs. 500/- for his appointment, to propose his name for reappointment to the office of director. Since Shri Rajiv Poddar has expressed his willingness to act as director, if appointed, the necessary agenda for his appointment has been included in the Notice calling 27th Annual General Meeting.

RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA), your directors confirm having:-

(i) followed in the preparation of Annual Accounts, the applicable accounting standards , with proper explanation relating to material departures, if any;

(ii) 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) 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) prepared the accounts on a 'going concern' basis.

DEPOSITORY SYSTEM

As on 31st March, 2010, about 96.67% of the shares of your Company have been dematerialized. Since the Securities and Exchange Board of India (SEBI) has made trading in the Company's shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding.

STATUTORY DISCLOSURES

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2009-10. A declaration to this effect signed by the Director of the company is annexed to this report as Annexure-I.

MANAGEMENT DISCUSSION & ANALYSIS

There being no operations in the Company as reported in previous reports as well, there is no requisite information in respect of Management Discussion & Analysis. However, wherever necessary, the requisite information in this respect thereof has been included in the directors' Report itself.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement, necessary measures are taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors is given in Annexure-II and forms an integral part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has adequate internal control systems were commensurate with the size and nature of the business and were supplemented by an extensive program of internal audits, reviews by management and documented policies, guidelines, and procedures to provide reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly. The Company shall promptly re-establish and reshape these systems to make the same commensurate with the new line of activity in future.

RISK MANAGEMENT

There being no operations in the Company, the Risk Management Policy being pursued is adequate for safeguarding the assets of the Company. However, the Policy will undergo comprehensive review whenever the Company commences business operations.

AUDIT COMMITTEE

The Audit Committee of Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956 consists of Shri Rajiv Poddar as Chairman, Shri M.P. Saraf and Shri M.S. Gujral, as its members.

AUDITORS

The Auditors' Report and Notes to the Accounts as referred in the Auditors' Report are self explanatory and therefore, do not call for any further comments or explanation.

M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of the Company, hold the office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year from the Public under Section 58A of the Companies Act, 1956.

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

In view of no operations in the Ferro Alloys Division, no report under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is being given.

PERSONNEL

Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up-todate, the same are not applicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to all concerned for their continued valued assistance and support.

For and on behalf of Board of Directors

Sd/-

Place : New Delhi (RAJIV PODDAR)

Date : 10th August, 2010 CHAIRMAN

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