Directors Report of Nirav Commercials Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. in Lacs) (Rs. in Lacs)

Total Revenue 951.21 818.45

Profit before Tax 32.56 49.55

Less: Tax Expenses 5.33 12.85

Net Profit 27.23 36.70

REVIEW OF OPERATIONS

During the year under review, the Company's total income is Rs.951.21 lacs as compared to Rs. 818.45 Lacs in previous year. The Net Profit is Rs. 27.23 Lacs as compared to Rs. 36.70 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely 'Elesar Focchi', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.911.18 lacs as compared to Rs. 774.91 lacs in the previous year in total income of the Company.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001: 2008 certified unit.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Shri Sudhir Goel is a qualified Chartered Accountant and has over 32 years of experience in the Aluminium Industries. He is a Director of this Company from the year 1988. He is looking after the financial affairs of the Company as a Director. He holds 5 equity shares in the Company.

As per the provisions of the Companies Act, 2013, a class or class of company as may be prescribed shall have at least one women director. Pursuant to section 149(1), 161 and other applicable provisions of the Companies Act, 2013, Mrs.Renu Somani has been appointed as Additional Director of the Company w.e.f. 23.03.2015. She is a Bachelor in Arts (B.A) from Chennai University and has over 18 years experience of social sector.

Shri S K Sharma has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' responsibility statement, it is hereby confirmed that:

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2015 and profit of the Company for the said period;

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

d) the directors have prepared the Annual Accounts on a going concern basis.

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

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

MEETING OF THE BOARD

Seven Board Meeting were held during the year and the dates on which the said meetings were held:

May 30, 2014, August 14, 2014, November 14, 2014, January 12, 2015, January 22, 2015, February 13, 2015 and March 23,2015.

POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matter are as per the provision of Section 178(3) of the Act 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Your Directors draw attention of the members to Note no. 25 of the financial statement which set out related party transactions.

INTERNAL FINANCIAL CONTROLS

The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2014-15.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

SECRETARIAL STANDARDS OF ICSI

During the year under review, Secretarial Standard specified by - the Institute of Company Secretaries of India (ICSI) from time to time were recommendatory in nature. Your Company however complied with the same.

SECRETARIAL AUDITOR

The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31,2015 is annexed herewith marked asAnnexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 29th Annual General Meeting of the company till the conclusion of the 34th Annual General Meeting of the Company to be held in the Calendar year 2019 subject to ratification of their appointment at every AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year 2014-2015, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.

ACKNOWLEDGEMENT

Your Directors would tike to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members/shareholders of the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's executives, staff and workers.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Date: 30th May, 2015 Place: Mumbai

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2013-2014 2012-2013 (? in Lacs) (? in Lacs)

Total Revenue 816.12 748.06

Profit before Tax 49.55 21.63

Less Tax Expenses 12,85 5.24

Net Profit 36.70 16.39

REVIEW OF OPERATIONS

During the year under review, the Company''s total income is Rs.816.12 lacs as compared to Rs.748.06 lacs in previous year. The Net Profit is Rs.36.70 lacs as compared to Rs.16.39 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely ''Elesar Focchi'', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.774.91 lacs as compared to Rs.718.19 lacs in the previous year in total income of the Company.

ISO 9001:2008

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001 : 2008 certified unit.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2014 and profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Non Executive Chairman /Director Shri Lalit Kumar Daga, aged 73 years (DIN : 00089905) designated & appointed as Chairman & Managing Director (CMD) of the Company for a period of 5 years with effect from 30th May,2014.

KEY MANAGERIAL PERSONS

Section 203 of the Companies Act,2013, which came into effect from 1 st April,2014, requires every Listed Company to have Managing Director, Company Secretary & Chief Financial Officer. The Company has designated /appointed existing Non-Executive Director/Chairman Shri Lalit Kumar Daga as Chairman & Managing Director of the Company. The board of directors has designated/appointed Shri S.K.Sharma as Chief Financial Officer of the Company. An experienced team of senior Executives of the Company including a practicing Company Secretary are looking after all Company Law & Listing Agreement related work, however the Company is also looking for a suitable qualified Company Secretary.

AUDITORS

The existing statutory Auditors of the Company M/s. A. J. Baliya & Associates (Firm Reg.No.100948W), Chartered Accountants, who hold office until the conclusion of ensuing annual general meeting has informed their unwillingness to continue as statutory auditors of the Company due to their personal reasons after ensuing annual general meeting. The Company has shortlisted M/s. Motilal & Associates (Firm Reg. No.106584W), Chartered Accountants, as a new statutory auditors of the Company and they have shown their interest for the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for assistance and Co-operation received from their Bankers, Government authorities, vendors and members during the year under review. Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff & workers.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place : Mumbai. Date : 30th May,2014.

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2013. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs)

Total Income 746.86 724.31

Gross Profit 30.80 37.37

Less: Depreciation 9.17 11.19

Profit before tax 26.18

Tax expenses 5.24 6.11

Net Profit 16.39 20.07

REVIEW OF OPERATIONS

During the year under review, the Company''s total income is Rs.746.86 lacs as compared to Rs.724.31 lacs in previous year. The Net Profit is Rs.16.39 lacs as compared to Rs.20.07 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely ''Elesar Focchi'', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.718.19 lacs as compared to Rs.694.83 lacs in the previous year in total income of the Company.

ISO 9001:2008

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001 : 2008 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS''RESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at as 31st March,2013 and profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

The designation of existing Director CA. Sudhir Goel has been changed from Whole-Time Director to Director (Non-Executive) of the Company.

AUDITORS

M/s. A.J. Baliya SAssociates, Chartered Accountants, retiring Auditors of the Company, is eligible for re- appointment.

COMPLIANCE CERTIFICATE

A Compliance Certificate from M/s. Arun Dash & Associates, Company Secretaries, u/s 383A of the Companies Act, 1956 in respect of the financial year ended March 31, 2013 is annexed to the Directors'' Report.

REGISTRARS & SHARE TRANSFER AGENTS

M/s. Bigshare Servicies Pvt. Ltd., Regd.office : E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai -400 072, has been appointed as Registrars & Share Transfer Agents of the Company.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga

Chairman

Place: Mumbai

Date : 30thMay,2013.

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Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012. The highlights of the financial results are as under:

REVIEW OF OPERATIONS

During the year under review, the Company's total income has increased to Rs. 721.56 lacs as compared to Rs. 548.51 lacs in the previous year. The Net Profit has increased to Rs. 20.07 lacs as compared to Rs.19.95 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminum Grills, Door & Windows etc. and has two manufacturing units namely 'Elesar Focchi', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed 1694.83 lacs as compared to 1522.38 lacs in the previous year in total income of the Company.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001:2008 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at as 31st March,2012 and profit of the Company for the said period ;

iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, retiring Auditors of the Company, is eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga

Place : Mumbai. Chairman

Dated: 30th May, 2012.

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2011. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2010-2011 2009-2010 (in Lacs) (in Lacs)

Total Income 548.51 742.35

Gross Profit 41.20 62.45

Less: Depreciation 13.80 17.39

Profit before tax 27.40 45.06

Tax expenses 4.62 11.50

Profit after tax 22.78 33.56

Less : Prior year tax 2.83 - adjustments

Add :Balance brought forward from previous year 468.33 434.77 Balance transferred to Balance Sheet 488.28 468.33

REVIEW OF OPERATIONS

During the year under review, the Company's total income is Rs.548.51 lacs as compared to Rs.742.35 lacs in the previous year. The Profit after tax is Rs.22.78 lacs as compared to Rs.33.56 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminum Grills, Door & Windows etc. and has two manufacturing units namely 'Elesar Focchi', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.479.65 lacs in total income of the Company as compared to Rs.680.39 lacs in the previous year.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001 : 2008 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 8. FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

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

I) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, retiring Auditors of the Company, is eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company. For and on behalf of the Board

Place : Mumbai. Lalit Kumar Daga

Dated : 30th May, 2011. Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2009-2010 2008-2009

(Rs. in Lacs) (Rs.in Lacs)

Total Income 742.35 1538.06

Gross Profit 62.45 160.46

Less: Depreciation 17.39 15.27

Profit before tax 45.06 145.19

Tax expenses 11.50 52.38

Profit after tax 33.56 92.81

Less : Prior year tax - 8.75 adjustments

Add :Balance brought 434.77 350.71

forward from previous year

Balance transferred 468.33 434.77 to Balance Sheet

REVIEW OF OPERATIONS

During the year under review, the Companys total income has reduced to Rs.742.35 lacs as compared to Rs. 1538.06 lacs in the previous year. The Profit after tax has also reduced to Rs.33.56 lacs as compared to Rs.92.81 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely Elesar Focchi, one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.680.39 lacs in total income of the Company as compared to Rs.800.71 lacs in the previous year.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9002 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORSRESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) the directors have taken proper and sufficient care of 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)the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, retiring Auditors of the Company, is eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Place : Mumbai. Lalit Kumar Daga

Date : 15th June,2010. Chairman