Directors Report of Noble Explochem Ltd.

Mar 31, 2016

To

The Members

The Directors present herewith the Thirty Fourth Annual Report together with the Statement of Accounts for the year ended 31^st March, 2016

FINANCIAL RESULTS:__ (Rs. in lakhs)

PARTICULARS	2014 - 2015	2015 - 2016
Income:
Other Income	0.06	22.59
Less: Expenses	82.62	86.61
Gross Profit/(Loss) before depreciation/ Interest and Tax	(82.55)	(64.02)
Less : Interest and Finance Charges	0	0
Profit/ (loss) before Tax	(82.55)	(64.02)
Add/Less: prior period adjustment	0	0
Less : Extra Ordinary Items	0	0
Less: Provision for Income tax /Def. Tax release	0.09	0
Net Profit/(Loss) for the year	(82.64)	(64.02)

DIVIDEND

In view of incurring of losses, no dividend is proposed for the year under report.

Transfer to General Reserves:

The Company’s production is held up this financial year also. There was no turnover hence company is incurring losses. Therefore, it is not proposed to transfer any amount to General Reserves.

Material Changes during the period of Financial Statements and Board’s Report Date:

There is no any material change in the financial position of the Company during the period from the date of financial Statement and date of this Directors’ Report.

DIRECTORS

During the year under review, Shri Mahavir Dhanecha, Independent Director, resigned from the Board of Directors and the Board accepted the same on 3^rd May 2016. The Board of Directors and management of the Company place and record its appreciation for the valuable support and guidance provided by Shri Mahavir Dhanecha during his tenure as an Independent Director of the Company.

Shri Tikamchand Kothari, Director, retires by rotation at the end of this Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend the members for re-appointment of Shri Tikamchand Kothari as Director on the Board of the Company. Brief resume of the appointee Director is given in the Corporate Governance report which is part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosure to the Board that they fulfil all requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Meetings:

During the year under review the Board meets four times, the details of which are given in the Corporate Governance Report, which forms part of this report.

Policy On Appointment And Remuneration To Directors

The current policy of the Company on appointment and remuneration of Directors is to have an appropriate mix of Executives, non-executives and Independent Directors on the Board of the Company. As on 31^st March 2015, the Company has 7 members on the Board of Directors of which, 3 are executive Directors, two non-executive non independent Directors and two Independent Directors. More details are given in the Corporate Governance Report which is part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies, Act, 2013, the Board confirm and submit-

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) That being the listed Company, the directors, had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating efficiently.

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors and CEO / CFO are attached hereto and form part of this report.

STATUTORY AUDITORS:

M/s Amar Bafna & Associates, Mumbai, were appointed as Statutory Auditors of the Company in the 32^nd Annual General Meeting of the Company held on 19^th September 2014 for the period of two years i. e. for the financial year 2014-15 and 2015-16. As per the provisions of Companies Act, 2013, the Company may re-appoint the same Partnership firm of Chartered Accountants for the next term of five years period. The Audit Committee and the Board of Directors have given approval and recommended the members for the reappointment of same Auditors for the next term of five years. The Company has also received the consent letter from the Auditors in this behalf. You are requested to appoint Auditors and to fix their remuneration.

AUDITOR’S REPORT

The Auditor’s Report is self explanatory except the following qualifications mentioned in the report:

The Auditor’s Report is self explanatory except the following qualifications mentioned in the report:

1. The Company''s operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company''s net worth has been completely eroded. In view of all this, we are unable to comment whether the company can be considered as a “Going Concern" and whether its assets would be adequate to meet its liabilities.

2. The Company has been declared as Sick unit by the Board for Industrial and Financials Reconstruction (BIFR) via their order dated 22^nd July 2011. However the

Company has not received Draft rehabilitation scheme from IDBI Bank (i.e. Operating Agency appointed by the BIFR) till the date of our review.

3. As explained in Note No. 21 of Notes to Accounts the expenses/liabilities aggregating Rs. 178.16 lacs for the Year 2015-2016 have not been provided due to which current year loss and accumulated losses are under stated by Rs 178.16 lacs

4. As explained in Note No. 24 of Notes to Accounts, calls in arrears is unreconciled to the extent of Rs 2.25 lacs

5. As explained in Note No. 26 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 110.71 lacs, which are prima facie doubtful of recovery and in our opinion current year''s loss and accumulated losses of the company are under stated by provision of such doubtful advances

6. As explained in Note No. 22 of Notes to Accounts, Depreciation on tangible and intangible assets (as per Schedule II of Companies Act, 2013) has not been provided.

7. As explained in Note No. 25, the liability on account of non-fulfilment of export obligation has not been considered, since the same is not ascertainable.

8. Attention is also invited in respect of the share application money received by the Company which is pending for allotment, in terms of Section 73 read with Companies (Acceptance of Deposits) Amendment Rules, 2015.

On these points the Board submit the following explanation:

1. The Company’s operations have been suspended due to shortage of Raw Material, Labour Unrest, shortage of working Capital finance etc. But the administrative operations of the Company are continued up to date. Due to stoppage of production, the required financial resource could not generate and Company is incurring losses mainly due to administrative Expenses. The Company has been declared a Sick Industrial Unit by the Board for Industrial and Financial Reconstruction (BIFR) and the draft rehabilitation scheme has been submitted to BIFR through IDBI Bank - the Operating Agency and on sanction of the same, it will be possible to restart the activities.

2. In respect of Liability of Rs. 178.16 Lacs, it is related to Local tax including previous years. Since the company’s production is completed stopped since 2006 and there is no other source of Income, the company could not paid the same. The Management approached to local statutory authorities for one time settlement and at the same time the order of Hon’ble BIFR is awaited in this behalf.

3. No provision has been made for loans and advances amounting to Rs. 110.71 Lacs representing advances given to suppliers, deposit with statutory authorities. TDS payments as the same are considered to be good and either receivable or adjustable in near future

4. In respect of non-fulfilment of export obligation, the Management 0f the Company had made an application to the Export Department, for the extension of time of 5 years from the date of sanction of Rehabilitation Scheme by the BIFR for fulfilment of export Obligation promised.

5. No provision for Depreciation on fixed assets has been made after discontinuing operation of the company since December 2006 as the relevant assets are not in use.

6. The Company was declared as Sick Industrial Unit by the BIFR in the year 2011 and as per the Draft rehabilitation Scheme submitted to the Hon’ble BIFR, the company is receiving the Share Application money from one or two parties as a part of Rehabilitation Scheme. The Company will allot the shares to these parties on the finalisation of Rehabilitation Scheme and as per the direction of the BIFR.

7. The Call in arrears for Rs. 2.25 Lacs remains to be un-reconciled for want of non- availability of requisite data from Registrar and Share Transfer Agents.

Secretarial Audit:

The Company has appointed M/s P. S. Channe & Associated, Company Secretaries, Nagpur, as Secretarial Auditors to conduct the Secretarial Audit and Report thereon. Accordingly the Comapny has received the said report and the said Report is being attached with this Directors’ Report which is self explanatory except the following qualifications mentioned in the report:

1. That the Company had not given facility of Ballot Paper to the Shareholders of the Company.

2. That Company has not appointed Internal Auditor for the financial year under review.

3 . That the Company has not appointed Cost Auditor.

4. That the Shri Mahvir Dhanecha, Director did not filed DIR-11 for his resignation

5. That the Company has not filed MGT-14 for the Financial Results taken on record in the Board Meeting of the Company.

6. That the Company has received notice from BSE Ltd. for delayed/non submission of Corporate Governance Report for the period March 2015 & December 2015 and submission require under clause 41 for the Quarter ended June 2014 and imposed penalty for it.

7. That the Company has received one online query from BSE for sudden increase in share price on 20^th July 2015.

8. That the Company has taken unsecured-loan from its Directors.

9. That the Company has taken Share Application money of Rs. 13,00,000/

10. That the Company has not appointed KMP in form of Company Secretary who is full time in employment of the Company and Chief Financial Officer.

11. That the Company has not maintained Common Seal Register as required u/s 12 of the Companies Act,2013

12. That the Company''s Balance Sheet shows Unclaimed Dividend of Rs. 1,42,989/1 3 . That the shareholder wise reconciliation was not done for the calls-in- arrears

14. That the Company has not published the notice of Board Meeting and Unaudited Quarterly Results for the Quarter ended March 2015, June 2015, and December 2015.

15. That the Factory License under Factories Act has not been renewed and it has been surrende3r to the concerned Authorities.

16. That the pollution related licenses are not renewed.

17. That the Company has received notices from PF department regarding non compliances.

18. That the Company has not renewed its licenses in respect of Explosives, Chemicals and Boilers.

19. That, there are certain outstanding tax amounts to be paid by the Company under applicable tax laws. Statutory Auditor of the Company has mentioned it in details hence no further comment required.

The management review/explanation to above observations is given below:

1. The Company had opted and provided the facility of E-voting to all the members of the Company. In view of cost control and green governance (less paper work) the ballot paper was not provided to the members At the time of Annual General Meeting the ballot papers were supplied for casting of the votes by the members present at the meeting.

2. In respect of appointment of Internal Auditor and appointment of cost Auditor, the Company’s production activity has been fully stopped from the year 2006-07. There is no sale or purchase activity since then. Only administrative activity is continued at Registered Office of the Company. The present size of the working is limited only up to administrative work and necessary staff is maintained by the Company. Hence no Internal Auditor appointed. But the Company is having sufficient capacity and work force to handle the work properly.

3. In respect of Filing of Form DIR -11, the Company had filed the Form No. DIR 12 for resignation of Director (Shri Mahavir Dhanecha)

4. The provision regarding filing of form MGT 14, in respect of adoption of quarterly financial result, has been exempted hence no form MGT 14 in that respect was filed.

5. The Company had received notice from BSE in respect of non submission of some of the Quarterly documents in time. Due to certain unavoidable reasons these documents were submitted late. The Company had paid the fine/penalty for that to the BSE and closed the matter. The Company has also received the enquiry from BSE in respect of increase in price of securities. The Company had replied the same immediately that the price increase was not due to any price sensitive Information.

6. The Company has taken unsecured loans from Directors for the purpose of meeting the day to day and administrative expenses.

7. The Company was declared as Sick Industrial Unit by the BIFR in the year 2011 and as per the Draft rehabilitation Scheme submitted to the Hon’ble BIFR, the company is receiving the Share Application money from one or two parties as a part of Rehabilitation Scheme. The Company will allot the shares to these parties on the finalisation of Rehabilitation Scheme and as per the direction of the BIFR.

8. Since the Company is declared as sick company, and there was no incidence of affixing the common seal on any document. It was assured to Auditors that the said register will shortly be maintained.

9. The Company has not appointed Company Secretary in full time employment nor appointed Chief Financial Officer, because the Company is sick Company as declared by the Hon’ble BIFR and the production activity is also stopped since the financial year 2006-07. The scope of financial transactions is very limited and small in size. The Company has appointed one person as Manager to look after the financial transactions of the Company. Also the Company has made necessary arrangement to look after the secretarial compliance work on regular basis.

10. In respect of unclaimed dividend, the Company had transferred the balance of unclaimed dividend to Investors Protection and Education Fund in the year 2014. The balance was transferred as per the list of members who had not claimed the dividend as per the list provided by the Bank. The balance remained in the account was withdrawn from the Bank and the said bank account was closed. Since there was excess amount than actual unclaimed dividend, this balance reflects in the Balance Sheet.

11. The Call in arrears for Rs. 2.25 Lacs remains to be un-reconciled for want of non- availability of requisite data from Registrar and Share Transfer Agents.

12. Due to non availability of sufficient fund, the management has the policy to publish only annual results and AGM notice.

13. The Company’s production has been stopped since financial year 2006-07 and manufacturing activity or related work is also discontinued. Hence there is no as such compliance relating to pollution control.

14. The Company has completed the procedure of renewal of Factory and other related licenses. But the concerned department has not renewed the license stating there is no production activity and will be renewed as soon as the production activity will commence.

15. Te notice of non payment of PF amount along with interest there on was received from PF department. The Company had made all the dues of PF and interests there on.

16. The statutory dues like tDs etc. were the balance carried forwarded from last years. In this matter the cases before the statutory authorities are pending.

Corporate Social Responsibility

The provisions of Corporate Social Responsibility is not applicable to the Company.

Particulars of employees:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Conservation of energy, technology absorption and foreign exchange earnings & outgo:

As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, conservation of energy, Technology absorption and foreign exchange earnings and outgo are nil as there were no operation during the year under review. Only administrative office was working.

Prevention Of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company’s office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

Acknowledgements:

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Place: Nagpur T C KOTHARI

Date: 09^th August, 2016 CHAIRMAN AND EXECUTIVE DIRECTOR

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Mar 31, 2015

Dear Members,

The Directors present herewith the Thirty Third Annual Report together with the Statement of Accounts for the year ended 31st March, 2015

Financial Performance and Review:

(Rs. in lakhs)

PARTICULARS 2013 -2014 2014 -2015

Income:

Other Income 8.70 0.06

Less: Expenses 83.68 81.54

Gross Profit/(Loss) before depreciation (74.98) (81.48) / Interest and Tax

Less : Interest and Finance Charges 24.97 1.08

Profit/ (loss) before Tax (99.95) (82.56)

Add/Less: prior period adjustment 0 0

Less : Extra Ordinary Items 0 0

Less: Provision for Income tax /Def. 0.09 0.12 Tax release/Wealth Tax

Net Profit/(Loss) for the year (100.04) (82.68)

Add: Balance brought forward from previous (7351.59) (7451.64) year

Profit/(loss) carried to Balance sheet (7451.64) (7534.32)

During the year under review, there was no turnover as there was no production activity undertaken by the Company. The Company is already declared as Sick Industrial Unit by the Board of Industrial and Financial Reconstruction, New Delhi. The Draft Rehabilitation Scheme (DRS) is submitted to BIFR and said scheme is expected to be finalised in the financial year 2015-16.

Dividend

In view of continuous incurring of losses, no dividend is proposed for the year under report.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company had transferred the unpaid and unclaimed amounts of dividend (Rs. 3.89 Lacs) lying with the Company to the Investors Education Fund Account established by Central Government.

Transfer to General Reserves:

The Company's production is held up this financial year also. There was no turnover hence company is incurring losses. Therefore, it is not proposed to transfer any amount to General Reserves.

Material Changes during the period of Financial Statements and Board's Report Date:

There is no any material change in the financial position of the Company during the period from the date of financial Statement and date of this Directors' Report.

Directors

During the year under review, Smt. Vinda Warhadpande was appointed with effect from 1st October 2014 as a woman Director and whole time Director on the Board with the designation as Director - HR and Systems

Shri Rajesh Joshi, Director, retires by rotation at the General Body Meeting and being eligible offers himself for re-appointment. The Directors recommends re-appointment of Shri Rajesh Joshi. Brief resume of the appointee Director is given in the section on Corporate Governance in the Annual Report.

The Independent Directors have submitted their disclosure to the Board that they fulfil all requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Meetings:

During the year under review the Board meets four times, the details of which are given in the Corporate Governance Report, which forms part of this report.

Policy On Appointment And Remuneration To Directors

The current policy of the Company on appointment and remuneration of Directors is to have an appropriate mix of Executives, non-executives and Independent Directors on the Board of the Company. As on 31st March 2015, the Company has 7 members on the Board of Directors of which, 3 are executive Directors, two non-executive non independent Directors and two Independent Directors. More details are given in the Corporate Governance Report which is part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies, Act, 2013, the Board confirm and submit-

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) That being the listed Company, the directors, had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating efficiently

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Listing:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE).

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors and CEO / CFO are attached hereto and form part of this report.

Statutory Auditors:

M/s Amar Bafna & Associates, Mumbai, were appointed as Statutory Auditors of the Company in the last Annual General Meeting of the Company for the period of two years i. e. for the financial year 2014-15 and 2015-16. The appointment of Statutory Auditors is to be ratified by the members in Annual General Meeting. The Company has received the consent letter from the Auditors in this behalf. You are requested to appoint Auditors and to fix their remuneration.

Auditor's Report

The Auditor's Report is self explanatory except the following qualifications mentioned in the report:

1. As explained in Note No. 21 of Notes to Accounts the expenses / liabilities aggregating Rs. 154.74 lacs for the year 2014-2015 have not been provided due to which current year loss and accumulated losses are under stated by Rs. 131.32 Lacs.

2. As explained in Note No. 24 of Notes to Accounts, calls in arrears is unreconciled to the extent of Rs. 2.25 Lacs.

3. As explained in Note No. 26 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 109.94 lacs, which are prima facie doubtful of recovery and in our opinion current year's loss and accumulated losses of the company are under stated by provision of such doubtful advances

4. Depreciation on tangible and intangible assets (as per Schedule II of Companies Act, 2013) has not been provided. (Refer Note NO. 22)

5. As explained in Note No 25, the liability on account of non-fulfillment of export obligation, has not been considered since not ascertainable.

6. Attention is also invited in respect of share application money received by the Company which is pending for allotment, in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Amendment Rules, 2015

On these points the Board submit the following explanation:

1. The Company's operations have been suspended due to shortage of Raw Material, Labour Unrest, shortage of working Capital finance etc. But the administrative operations of the Company are continued up to date. Due to stoppage of production, the required financial resource could not generate and Company is incurring losses mainly due to administrative Expenses. The Company has been declared a Sick Industrial Unit by the Board for Industrial and Financial Reconstruction (BIFR) and the draft rehabilitation scheme has been submitted to BIFR through IDBI Bank - the Operating Agency and on sanction of the same, it will be possible to restart the activities.

2. The Call in arrears for Rs. 2.25 Lacs remains to be un-reconciled for want of non- availability of requisite data from Registrar and Share Transfer Agents.

3. No provision has been made for loans and advances amounting to Rs. 109.94 Lacs representing advances given to suppliers, deposit with statutory authorities. TDS payments as the same are considered to be good and either receivable or adjustable in near future

4. No provision for Depreciation on fixed assets has been made after discontinuing operation of the company since December 2006 as the relevant assets are not in use.

5. In respect of non-fulfilment of export obligation, the Management of the Company had made an application to the Export Department, for the extension of time of 5 years from the date of sanction of Rehabilitation Scheme by the BIFR for fulfilment of export Obligation promised.

6. The Company was declared as Sick Industrial Unit by the BIFR in the year 2011 and as per the Draft rehabilitation Scheme submitted to the Hon'ble BIFR, the company is receiving the Share Application money from one or two parties as a part of Rehabilitation Scheme. The Company will allot the shares to these parties on the finalisation of Rehabilitation Scheme and as per the direction of the BIFR.

Secretarial Audit:

The Company has appointed M/s P. S. Channe & Associated, Company Secretaries, Nagpur, to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the said Report is being attached with this Directors' Report which is self explanatory except the following qualifications mentioned in the report:

1. That the Company had not given facility of Ballot Paper to the Shareholders of the Company.

2. That the Company used old format of proxy

3. That the Composition of Board is proper as per Companies Act, 1956.

4. That the Company has transferred the amount of Unpaid Dividend to Investor Education and Protection Fund on 14/08/2014 after getting notice by RoC. Company did not replied to Roc's Notice and filed e-form INV 1 and INV-5. We observed that there is difference between the amount lying with the unpaid amount and the amount transferred to IEPF.

5. That, the Company in few cases has not mentioned Din no. of the Director who signed the documents on behalf of the Company.

6. That the Company has not appointed Internal Auditor for the year under review.

7. That the Company did not established the Vigil Mechanism

8. That the Company had taken loan from Directors

9. That the Company has not appointed Company Secretary in full time employment and no one is appointed as CFO.

10. That the amount of Rs. 1 Lac (Rupees One Lac Only) towards deposit has not received while filing representation for appointment as Director.

11. There was opening Balance of Share Application money as on 01st April 2014 and Company also received some more share application money against which shares are not allotted till the end of Financial year i.e. up to 31st March 2015.

12. That the pollution related licenses are not renewed.

13. That the Factory License under Factories Act has not been issued by the concerned authority.

The management review/explanation to above observations are given below:

1. The Company had opted and provided the facility of E-voting to all the members of the Company. In view of cost control and green governance (less paper work) the ballot paper was not provided to the members.

2. While printing the Annual Report, mistakenly old format was printed. But the contents of the proxy form were as nearly as same with the new format of the proxy form.

3. As per the old Companies Act, 1956, there were four independent Directors as recognised by the Board and same was intimated to Stock Exchange also. But as per the new Companies Act, 2013, Company recognised two Directors as Independent Directors and file form MGT 14 in respect of these two Directors. The other two Directors are still Independent Directors and they are not have any pecuniary interest in the management of the Company. The Company has taken steps to recognise remaining two Directors as Independent Directors and will receive the declaration of their independence and accordingly necessary form will be filed with RoC. The Company's management/ Board have not taken any such major decision during this tenure that will affect the Company's state of affairs.

4. The RoC issued one notice in respect of transfer of Unpaid/unclaimed dividend to Investor Protection and Education Fund. Accordingly the company has transferred the balance of unpaid dividend to IEPF. The Unpaid/unclaimed dividend amount was deposited in separate Bank Account and list of members was given to said Bank. The amount of unpaid/unclaimed Dividend was transferred as per the list provided by the Bank and the remaining amount was withdrawn. The amount deposited in the said account was more than the dividend payable.

5. DIN of the Directors was not printed inadvertently on some of the documents. These documents were also not so much important.

6. In respect of appointment of Internal Auditor and not having Vigil Mechanism, the Company's production activity has been fully stopped from the year 2006-07. There is no sale or purchase activity since then. Only administrative activity is continued at Registered Office of the Company. The present size of the working is limited only up to administrative work and necessary staff is maintained by the Company. Hence no Internal Auditor nor Vigil Mechanism was enforced. But the Company is having sufficient capacity and work force to handle the work properly.

7. In respect of point Nos. 6, 7, 8, 9, Management explained that the Company has not appointed Company Secretary in full time employment nor appointed Chief Financial Officer, because the Company is sick Company as declared by the Hon'ble BIFR and the production activity is also stopped since the financial year 2006-07. The scope of financial transactions is very limited and small in size. The Company has appointed one person as Manager to look after the financial transactions of the Company. Also the Company has made necessary arrangement to look after the secretarial compliance work on regular basis.

8. The Company has taken unsecured loans from Directors for the purpose of meeting the day to day and administrative expenses.

9. The Company's production has been stopped since financial year 2006-07 and manufacturing activity or related work is also discontinued. Hence there is no as such compliance relating to pollution control.

10. The Company has completed the procedure of renewal of Factory and other related licenses. But the concerned department has not renewed the license stating there is no production activity and will be renewed as soon as the production activity will commence.

11. The Company was declared as Sick Industrial Unit by the BIFR in the year 2011 and as per the Draft rehabilitation Scheme submitted to the Hon'ble BIFR, the company is receiving the Share Application money from one or two parties as a part of Rehabilitation Scheme. The Company will allot the shares to these parties on the finalisation of Rehabilitation Scheme and as per the direction of the BIFR.

Corporate Social Responsibility

The provisions of Corporate Social Responsibility is not applicable to the Company.

Particulars Of Employees:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings & Outgo:

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, conservation of energy, technology absorption and foreign exchange earnings and outgo are nil as there were no operation during the year under review.

Acknowledgements:

The Board expresses its sincere gratitude to the shareholders, bankers Statutory and Secretarial Auditors and their staff, Statutory Authorities, and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- Place: Nagpur T C KOTHARI Date: 10th August, 2015 CHAIRMAN AND EXECUTIVE DIRECTOR

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Mar 31, 2013

To The Members

The Directors present herewith the Thirty First Annual Report together with the Statement of Accounts for th year ended 31 st March, 2013

(Rs. in Lakahs)

PARTICULARS 2011-2012 2012-2013

Income:

Other Income 2.24 24.18

Less: Expenses 99.19 89.00

Gross Profit/(Loss) before (96.95) (64.82) depreciation/Interest and Tax

Less : Interest and Finance Charges 4.10 11.18

Profit/ (loss) before Tax (101.05) (76.00)

Add/Less: prior period adjustment 0 0

Less : Extra Ordinary Items 0 0

Less: Provision for Income tax /Def. Tax release

Net Profit/(Loss) for the year (101.05) (76.00)

Add: Balance brought forward from previous (7174.54) (7275.59) year

Prbfit/(loss) carried to Balance sheet (7275.59) (7351.59)

DIVIDEND

In view of losses no dividend is proposed for the year under report.

OPERATIONS:

The production activity of the Company continues to remain suspended with the result there is total stagnation of the operation. The Hon''ble Board for Industrial and Financial Reconstruction (BIFR) had declared the Company as sick on 14th July, 2011. The IDBI Bank - Operating Agency appointed by BIFR had submitted the Draft Rehabilitation Scheme. The Scheme is under process and final Scheme is awaited.

DIRECTORS

During the year under review there was no change in the Board of Directors of the Company.

Shri Vijay Kumar Jain, Director, retires by rotation at the General Body Meeting and being eligible offers himself for re-appointment. The Directors recommends re-appointment of Shri Vijay Kumar Jain Brief resume of the appointee Director is given in the section on Corporate Governance in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

We hereby state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

As required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, conservation of energy, technology absorption and foreign exchange earnings and outgo are nil as there were no operation during the year under review.

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The company has paid the Annual Listing Fees for the year 2013-14.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors and CEO / CFO are attached hereto and form part of this report.

AUDITORS:

M/s Amar Bafna & Associates, Mumbai, were appointed as Statutory Auditors of the Company in the last Annual General Meeting of the Company Their term end on the conclusion of this Annual General Meeting. The Board of Directors proposed to re-appoint the same auditors for the financial year 2013- 14. The Company has received the consent letter from the Auditors in this behalf. You are requested to appoint Auditors and to fix their remuneration.

Auditor''s Report

Auditors'' Report is self explanatory and need not requires the separate explanation. The Auditors had qualified his report on some of the points such as

1. The Company''s operations have been suspended since December, 2006. The Company has incurred losses during past several years and the company''s net worth has been completely eroded. In view of this, we are unable to comment whether the company can be considered as a ''Going Concern'' and whether its assets would be adequate to meet its liabilities.

The Company is declared as Sick unit by the Board for Industrial and Financials Reconstructiori(BIFR) vide their order dated 22nd July 2011. Draft Rehabilitation Scheme is already filled by Industrial Development Bank of India (IDBI), operating agency and the same is pending for consideration before Board for Industrial and Financials Reconstruction (BIFR). We are unable to comment on impact of rehabilitation package on attached financial statements as the same is not ascertainable.

2. As explained in Note No. 22 of Notes to Accounts the expenses / liabilities aggregating Rs. 89.07 lacs for the year 2012-2013 have not been provided due to which current year loss and accumulated losses are understated by Rs. 89.07 Lacs.

3. As explained in Note No. 25 of Notes to Accounts, calls in arrears under paid-up share capital is unreconciled to the extent of Rs. 2.25 Lacs.

4. As explained in Note No. 27 of Notes to Accounts, no provision has been made for loans and advances amounting to Rs. 109.63 lacs, which are prima facie doubtful of recovery and in our opinion current year''s loss and accumulated losses of the company are under stated by provision of such doubtful advances.

5. The Company has not provided the depreciation amounting to Rs. 106.18 Lacs for the year under audit and Rs. 364.77 Lacs for earlier years; due to which current year loss, accumulated losses are under stated by Rs. 470.95 Lacs and tangible assets are overstated by Rs. 470.95 Lacs.

On this point the Board submit the following explanation:

1. The Company''s operations have been suspended due to shortage of raw material, labour unrest, shortage of working Capital finance etc. But the administrative operations of the Company are continued up to date. Due to stoppage of production, the required financial resource could not generate and Company is incurring losses mainly due to administrative Expenses. The Company has been declared a sick industrial unit by Board for Industrial and Financial Reconstruction (BIFR) and the draft rehabilitation scheme has been submitted to BIFR through IDBI Bank, operating agency and on sanction of the same it will be possible to restart the activities.

2. In respect of non provision of liability for Rs. 89.07 lacs towards Grampanchayat and NA tax payable to local authorities, the company has requested the BIFR for concession in the payment and therefore pending approval of rehabilitation scheme the company has decided not to make provision for this liability in the accounts until the BIFR order.

3. The calls in arrears for Rs. 2.25 lacs remains to be un-reconciled for want of non availability of requisite data from Registrar and Share Transfer Agents.

4. No provision has been made for loans & advances amounting to Rs. 109.63 lacs representing advances given to suppliers, deposit with statutory authorities, TDS payments as the same are considered to be good and either receivable or adjustable in nearfuture.

5. No provision for Depreciation on fixed assets has been made after discontinuing operations of the company since December, 2006 as the relevant assets are not in use.

All the qualification and comments of the Statutory Auditors mentioned in the Report have been brought to the notice of the Hon''ble BIFR for sanction of Draft Rehabilitation Scheme.

ACKNOWLEDGEMENTS:

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Nagpur T C KOTHARI

Date: 13th August, 2013 CHAIRMAN AND EXECUTIVE DIRECTOR

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Mar 31, 2011

The Directors present herewith the Twenty Ninth Annual Report together with the Statement of Accounts for the year ended 315I March, 2010

FINANCIAL RESULTS: (Rs. Inlakh)

PARTICULARS 2010-2011 2009-2010

Income:

Other Income 0.77 0.30

Less: Expenses 1361.26 45.48

Gross Profit/(Loss) before (1343.01) (45.18)

depreciation/Interest and Tax

Less : Interest and Finance Charges 0.25 0.03

Profit/ (loss) before Tax (1360.48) (45.21)

Add/Less: prior period adjustment (1.00) (5.70)

Less : Extra Ordinary Items 0 204.17

Less: Provision for Income tax /Def. Tax release

Net Profit/(Loss) for the year (1360.48) (153.26)

Add: Balance brought forward from previous year (5853.05) (5966.31)

Profit/(loss) carried to Balance sheet 7174.54) (5813.05)



DIVIDEND

In view of losses no dividend is proposed for the year under report.

OPERATIONS:

The production activity of the Company continues to remain suspended with the result there is total stagnation of the operation. The Company has made application to Board for Industrial and Financial Reconstruction (BIFR) for the declaration of company as Sick Industrial Industry. The Hon'ble Board had declared the Company as sick on 14th July, 2011 .and appointed IDBI Bank as Operating Agency for the preparation and finalisation of Rehabilitation Scheme. The Scheme is under process. The management of the Company had approached M/s DIL Limited Thane, for financial Assistance against the issue of Company's Equity Shares to be issued at par post capital reduction on a fully diluted basis.

DIRECTORS

During the year under review, Shri Vilas Potdar, Director of the Company had resigned from the Board of Directors of the Company. The Board placed on record the appreciation for valuable services render by the outgoing Directors.

Shri Shyam Sunder Sharma, Director, retires by rotation at the General Body Meeting and being eligible offers himself for re-appointment. The Directors recommends re-appointment of Shri. Shyam Sunder Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We hereby state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period; (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

As required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, conservation of energy, technology absorption and foreign exchange earnings and outgo are nil as there were no operation during the year under review.

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The company has paid the Annual Listing Fees for the year 2011 -12.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors and CEO / CFO are attached hereto and form part of this report.

AUDITORS:

M/sAmar Bafna & Associates, Mumbai, was appointed as Statutory Auditors of the Company in the Extra Ordinary General Meeting held on 14th October 2011, purseutn to resignation of M/s. Haribhakti & Co., Chartered Accountants, Mumbai.Their term end on the conclusion of this Anjiual General Meeting. The Board of Directors proposed to re-appoint the same auditors for the financial year 2011-12. The Company has received the consent letterfrom the Auditors in this behalf. You are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENTS:

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Nagpur T C KOTHARI

Date: 11th November, 2011 CHAIRMAN AND EXECUTIVE DIRECTOR

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Mar 31, 2010

The Directors present herewith the Twenty Eighth Annual Report together with the Statement of Accounts for the year ended 31st March, 2010

FINANCIAL RESULTS: (Rs. in lakhs)

PARTICULARS 2009-2010 2008-2009

Income:

Sales/Turnover 0.00 0.00

Other Income 0.30 26.35

Less: Expenses 45.48 1005.34

Gross Profit/(Loss) before (45.18) (978.99)

depreciation/Interest and Tax

Less: Provision for Depreciation 0.00 125.06

Interest and Finance Charges

Retrenchment Compensation 0.03 61.55

Profit/ (loss) before Tax (45.21) (1165.60)

Add/Less: prior period adjustment (5.70) (3.27)

Less: Extra Ordinary Items 204.17 00

Less: Provision for Income tax/Def. Tax release -- (149.86)

Net Profit/(Loss) for the year (153.26) (1019.01)

Add: Balance brought forward from previous year (5966.31) (4947.29)

Profit/(loss) carried to Balance sheet (5813.05) (5966.30)

DIVIDEND

In view of losses no dividend is proposed for the year under report.

OPERATIONS:

The production activity of the Company continues to remain suspended with the result there is total stagnation of the operation. The Company has made application to Board for Industrial and Financial Reconstruction (BIFR) and the reference is awaited. Meanwhile the Company is also putting efforts to revive the operations.

DIRECTORS

Shri Vilas Potdar, resigned from the Board of Director on 1st April 2010. Board records the appreciation for the guidance and support given by him during his tenure as Director of the Company.

Shri Mahavir Dhanecha, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in whom they hold directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

We hereby state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, conservation of energy, technology absorption and foreign exchange earnings and outgo are nil as there were no operation during the year under review.

LISTING:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The company has paid the Annual Listing Fees for the year 2010-11.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors and CEO / CFO are attached hereto and form part of this report.

AUDITORS:

M/s. Haribhakti & Co., Chartered Accountants, the Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors report is self explanatory and hence needs no further explanation. You are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGMENTS:

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Nagpur T. C. KOTHARI

Date: 6 th September, 2010 CHAIRMAN AND EXECUTIVE DIRECTOR