Directors Report of Olympic Oil Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report along with the Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

Particulars 2014-15 2013-14 (Rs in Lakhs) (Rs in Lakhs)

Revenue from Operations 187,788.41 203,681.61

Other Income 141.34 172.33

Total Income 187,929.75 2,03,853.93

Less:Operating, Depreciation 186,439,66 202,759.12 and Other Expenses

Salaries and Benefits 92.32 48.80

Extra Ordinary Items 0.28 -

Total Expenses 186,532,26 202,807.92

Profit before Tax and 1,397.49 1,046.01 Appropriations

Less:Provision for Deferred Tax (4.10) (159)

Provision for Income Tax 478.00 358.00

Excess Provision of Income Tax (0.67) 11.49 for last year

Profit after Tax 924.26 678.11

2. STATE OF COMPANY''S AFFAIRS

* During the year under review your Company''s sales has been declined to Rs. 181,398.40 Lakhs as compared to Rs.195,825.15 Lakhs in the previous fiscal year 2013-2014 i.e. by 7.37%.

* Profit before interest, depreciation, extra ordinary items and tax in 2014-15 has increased from Rs. 1,598.86 Lakhs to Rs. 1,700.89 Lakhs as compared to the previous fiscal year.

* After providing for interest of Rs.276.49 Lakhs (Rs. 536.85 Lakhs in previous fiscal) and depreciation of Rs. 26.63 Lakhs (Rs. 15.99 Lakhs in previous fiscal), the profit after tax of the Company has increased from Rs. 924.26 Lakhs to Rs. 678.11 Lakhs as compared to previous year.

* Despite of the uncertainties and challenges in the economic environment your Company has successfully added strong value addition in its development by scaling new heights in terms of Profit.

3. SHARE CAPITAL AND CHANGES THEREIN

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

4. DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As on March 31, 2015 89.89% of the Equity Shares of your Company were held in dematerialized form.

5. LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the BSE Limited. The Listing fee for the year 2015-16 has already been paid.

6. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as ANNEXURE I to this Report.

7. NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (Six) times in financial year 2014-15 viz., on May 30, 2014; August 8, 2014; November 14, 2014; December 8, 2014; February 12, 2015 and March 16, 2015.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They 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 March 31,2015 and of the profit of the Company for the year ended on March 31, 2015.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts for financial year ended March 31, 2015 on a ''going concern'' basis.

v. They have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

9. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

10. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.

11. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure II to this Report.

12. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

13. PARTICULARS OF CONTRACTS OR 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 an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable.

Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

14. DIVIDEND

Your Directors do not recommend any dividend for the year as the profits earned needs to be ploughed back into the operations of the Company

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Our Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

During the year under review the Company has received Rs. 161,338.74 Lakhs for export realizations and advances and has spent foreign exchange Rs. 159,881.81 Lakhs towards purchases.

17. RISK MANAGEMENT POLICY

Your Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. Your Company has institutionalized the policy/process for identifying, minimizing and mitigating risk which is reviewed. The key risks and mitigation actions are placed before the Audit Committee.

18. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as ANNEXURE III to this Report.

19. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

(i) Attendance of Board Meetings and Committee Meetings;

(ii) Quality of contribution to Board deliberations;

(iii) Strategic perspectives or inputs regarding future growth of the Company and its performance;

(iv) Providing perspectives and feedback going beyond information provided by the management.

The Independent Directors at its meeting placed a duly filled questionnaires and discussed in detail each others views in respect of the each questions and after evaluation has submitted their feedback to the Chairman of the Company. Accordingly the Board of Directors at its meeting placed a duly filled questionnaires and discussed in detail each others views in respect performance of each Directors individually, the Board as a whole and that of the Chairman and after evaluation has submitted their feedback to the Chairman of the Company.

20. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

* In accordance the provisions of the Section 152(6)(e) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sharad Bhartia (DIN: 01719932), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

* The Board of Directors at its meeting held on March 16, 2015 appointed Mrs. Sandhya Swarup (DIN: 06981782) as an Additional Non-Executive Director. Further she ceased to be a Director of the Company with effect from 13th July, 2015 from the Board of Directors of the Company. The Board places on record its appreciation for the valuable services and guidance given by her during his tenure as the Director of the Company.

* The Board of Directors at its meeting held March 16, 2015 re-appointed, subject to approval of the members of the Company Mr. Sharad Bhartia as the Whole-Time Director of the Company with effect from April 2, 2015 for a period of 3 (three) years.

* The Board of Directors at its meeting held August 10, 2015, re-appointed, subject to approval of the members of the Company, Mr. Nipun Verma as the Whole-Time Director of the Company with effect from November 1,2015 for a period of 3 (three) years.

* The Board of Directors at its meeting held May 30, 2014 appointed Mr. Ronak Jain as the Chief Financial Officer and Mr. Mahesh Kuwalekar as the Company Secretary of the Company.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the year under review.

23. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

24. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT 2013

During the year under review your Company has not accepted Deposits which are not in compliance with the requirements under Chapter V of Companies Act, 2013.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

26. INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

27. AUDITORS''APPOINTMENT

* M/s. Shankarlal Jain & Associates LLP, Chartered Accountants (FRN 109901W) were appointed as the Statutory Auditors of the Company at last Annual General Meeting to hold office from the conclusion of the 34thAnnual General Meeting till the conclusion of the 37th Annual General Meeting to be held in 2017, subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held August 10, 2015 recommended to members of your Company ratification of appointment of M/s. Shankarlal Jain & Associates, Chartered Accountants as the Statutory Auditors of the Company for financial year 2015-2016.

* Your Company has received a letter from M/s. Shankarlal Jain & Associates LLP, Chartered Accountants to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the 2013 Act and that they are not disqualified within the meaning of Section 141 of the 2013 Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

* There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shankarlal Jain & Associates LLP, Chartered Accountants Statutory Auditors, in their report.

28. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. A K Jain & Co., Company Secretaries, to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit Report is appended to this Report as ANNEXURE IV.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A K Jain & Co., Company Secretaries, in his secretarial audit report.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company''s code of conduct.

The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2014- 2015, no employee of the Company was denied access to the Audit Committee.

The said Whistle Blower Policy is available on the website of the Company at www.olympicoil.co.in

30. AUDIT COMMITTEE OF THE COMPANY

Your Company''s Audit Committee comprises the following 2(Two) Independent Directors and 1(One) Executive Director:

Sr. No Name of the Directors Designation

1. Mr. Gopal Saxena Chairman

2. Mr. Sharad Bhartia Member

3. Mr. Ashok Patel Member

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of Complaints received Nil

No. of Complaints disposed off Nil

32. MANAGEMENT''S DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT

The Securities and Exchange Board of India (SEBI) has issued a circular vide CIR/CFD/POLICY CELL/7/2014 Vide dated September 15, 2014 in respect with the applicability and compliances of the Clause 49 of the Listing Agreement. As per the circular compliance with the provisions of the Clause 49 is not mandatory for the time being, in respect of the following class of the Companies:

a. Companies having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such Company shall comply with the requirements of Clause 49 within six months from the date of which the provisions become applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As per the circular our Company is within the ambit and exempted on the basis of the conditions prescribed in the circular and therefore compliances with the Clause 49 of the Listing Agreement is not applicable to the Company for the time being.

As a consequence, Management''s Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not form part of the Annual Report for the Financial Year 2014-15.

33. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ANNEXURE V to this Report.

There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

34. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Company''s progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Place : Mumbai Nipun Verma Date : 10th August, 2015 Chairman DIN:02923423

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report along with the Audited Statements of Accounts of the Company for the year ended 31st March 2014.

1. FINANCIAL HIGHLIGHTS

Particulars 2013-14 2012-13 (Rs in Lakhs) (Rs in Lakhs)

Revenue from Operations 203681.61 168287.97

Other Income 172.33 1285.81

Total Income 2,03,853.93 1,69,573.78

Operating, Depreciation and Other Expenses 202759.12 1,69,033.29

Salaries and Benefits 48.80 40.40

Total Expenses 202807.92 1,69,073.69

Profit before Tax and Appropriations 1046.01 500.09

Less: Provision for Deferred Tax (1.59) (0.88)

Provision for Income Tax 358.00 172.00

Excess Provision of Income Tax for last year 11.49 (4.54)

Profit after Tax 678.11 333.52

2. PERFORMANCE, OPERATIONS & FUTURE PROSPECTS

* During the year under review your Company achieved a turnover of Rs. 195825.15 Lakhs as compared to Rs.162182.73 Lakhs in the previous fiscal year 2012-2013 registering an increase of 20.74%. The Turnover of the Company showed a positive growth for the year under review.

* Profit before interest, depreciation and tax in 2013-14 has increased from Rs. 625.79 Lakhs to Rs. 1598.86 Lakhs as compared to the previous fiscal year.

* After providing for interest of Rs.536.85 Lakhs (Rs. 121.97 Lakhs in previous fiscal) and depreciation of Rs. 15.99 Lakhs (Rs. 3.72 Lakhs in previous fiscal), the profit after tax of the Company has increased from Rs. 333.52 Lakhs to Rs. 678.11 Lakhs as compared to previous year.

* Despite of the uncertainties and challenges in the economic environment your Company has successfully added strong value addition in its development by scaling new heights in revenue.

3. DIVIDEND

Owing to the development and expansion plans already undertaken by the Company and the need of ploughing back funds in the Company of the profits generated during the year, your Directors do not recommend any dividend for the year under review.

4. DIRECTORS

* In accordance with the Articles of Association and the provisions of the Section 152 (6) (e) of Companies Act, 2013, Mr. Nipun Verma retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

* The Company had pursuant to the provisions of clause 49 of the Listing Agreement entered with the Stock Exchange, appointed Mr. Arvind Srivastava and Mr. Ashok Vadilal Patel as an Independent Directors of the Company. As per Section 149(4) of Companies Act, 2013 which came into effect from April 1, 2014, every Listed Public Company is required to have at least one third of total number of Directors as Independent Directors. In accordance with the provisions of Section 149(4) of Companies Act, 2013 these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of forthcoming Annual General Meeting (AGM) of the Company.

* Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Gopal Saxena was appointed as an Additional Director at the Meeting of the Board of Directors of the Company held on 12th August, 2013 and he shall hold office up to the date of ensuing Annual General Meeting. The Company has pursuant to provision of Section 160(1) of the Companies Act, 2013 received notice in writing from Member proposing his candidature for the appointment as an independent Director.

* Mr. Prasanna Kumar Acharya resigned as a Director of the Company with effect from 12th August, 2013 and consequently, he also ceased to be a Director of the Company from the said date. The Board places on record its appreciation for the valuable services and guidance given by Mr. Prasanna Kumar Acharya during his tenure as the Director of the Company.

5. AUDITORS AND AUDITOR''S REPORT

* M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai, Statutory Auditors, of the Company hold office till the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

* Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company from the conclusion of forthcoming AGM till conclusion of AGM to be in year 2017, subject to ratification of their appointment at every AGM.

* The Company has received letter from M/s. Shankarlal Jain & Associates to the effect that their re-appointment if made would be pursuant to provisions of Section 139(1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

* The Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

6. COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956, your Company has obtained Compliance Certificate from M/s A. K. Jain & Co., Company Secretaries, Mumbai.

7. COMMITTEES OF DIRECTORS

A. Reconstitution of Audit Committee:

During the year under review, the Audit Committee was reconstituted on 12th August, 2013 due to the cessation of Mr. Prasanna Kumar Acharya from the Board with effect from 12th August, 2013. The Audit Committee now comprises of Mr. Gopal Saxena - Chairman, Mr. Sharad Bhartia and Mr. Ashok Patel as members.

B. Constitution of Corporate Social Responsibility Committee:

During the year under review, the Corporate Social Responsibility Committee was constituted at Meeting of the Board of Directors of the Company held on 30th May, 2014 as per the provisions of the Section 135 of Companies Act, 2013. The Committee comprises Mr. Arvind Srivastava - Chairman, Mr. Gopal Saxena and Mr Ashok Patel as members.

C. Stakeholders'' Relationship Committee (Formerly known as Investors'' Grievance cum Share Transfer Committee):

During the year under review, the Investors'' Grievance cum Share Transfer Committee was reconstituted at Meeting of the Board of Directors of the Company held on 30th May, 2014 to align with the Companies Act, 2013 and amended provisions of Clause 49 of listing Agreement and so renamed as Stakeholders Relationship Committee. The Committee comprises of Mr. Arvind Srivastava - Chairman, Mr. Nipun Verma and Mr. Ashok Patel, as members.

D. Nomination, Remuneration & Compensation Committee (Formerly known as Remuneration Committee) :

During the year under review, the Remuneration Committee was reconstituted at Meeting of the Board of Directors of the Company held on 30th May, 2014 to align with the Companies Act, 2013 and amended provisions of Clause 49 of listing Agreement and so renamed as Nomination, Remuneration & Compensation Committee. The Committee comprises of Mr. Ashok Patel - Chairman, Mr. Gopal Saxena and Mr. Arvind Srivastava, as members.

8. FIXED DEPOSITS

The Company has not accepted Fixed Deposits within the purview of section 58A of the Companies Act, 1956 during the year under review.

9. LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the BSE Limited. The Listing fee for the year 2014-15 has already been paid.

10. DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As on March 31, 2014 89.88% of the Equity Shares of your Company were held in dematerialized form.

11. FINANCIAL CONDITION AND RESULT OF OPERATIONS

Management Discussion and Analysis of Financial Condition and result of Operation of the Company for the year under review, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

The MCA has vide its General Circular No. 08/2014 dated April 4, 2014, clarified that the financial statements (and documents required to be attached thereto), auditors report and Board Report in respect of financial years that commenced earlier than April 1, 2014 shall be governed by the relevant provisions/Schedules/Rules of the 1956 Act. In view of this, the following information has been provided as per the provisions of the 1956 Act.

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) 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 the end of the financial year and on the profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 1956 Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2014 on a "going concern" basis.

13. DISCLOSURES AS PER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956

A. Conservation of Energy & Technology Absorption

The Company did not carry out any business activities warranting conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B. Foreign Exchange Earnings and Outgo

During the year under review the Company has received Rs. 1685.90 Crores for export realizations and advances and has spent foreign exchange Rs. 2552.11 Crores towards purchases.

14. PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

15. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreements entered into by your Company with the BSE Limited and National Stock Exchange of India Limited, a detailed report on Corporate Governance together with a report on Management Discussion & Analysis is included in the Annual Report. The Auditors have certified the Company''s compliance with the requirement Corporate Governance in terms of Existing Clause 49 and the same is annexed to the report on Corporate Governance.

16. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Company''s progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.



By Order of the Board of Directors

Place : Mumbai Nipun Verma Date : 08th August, 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report along with the Audited Statements of Accounts of the Company for the year ended 31st March 2013.

Financial Highlights

Particulars 2012-13 2011-12

Revenue from Operations 16,81,65,57,236 6,65,30,78,031

Other Income 14,08,20,863 1,76,35,732

Total Income 16,957,378,099 6,670,713,763

Operating, Depreciation and Other Expenses 16,903,329,179 6,644,532,623

Salaries and Benefits 40,40,044 14,64,366

Total Expenses 16,907,369,223 6,645,996,989

Profit before Tax and Appropriations 5,00,08,876 2,47,16,773

Less: Provision for Deferred Tax (88,421) (14,503)

Provision for Income Tax 1,72,00,000 85,00,000

Excess Provision of Income Tax for last year (4,54,467) (3,70,859)

Profit after Tax 3,33,51,764 1,66,02,135

Performance, Operations & Future Prospects

During the year under review your Company achieved a turnover of '' 1,621 Crores as compared to '' 645 Crores in the previous fiscal year 2011-2012 registering an increase of 151.32%.

The Turnover of the Company for the year under review showed a positive growth. Profit before interest, depreciation and tax in 2012-13 has increased from x 2.47 Crores to '' 5.00 Crores as compared to the previous fiscal year.

After providing for interest of ''6.05 Crores ("10.09 Crores in previous fiscal) and depreciation of ''3.72 Lacs ("1.08 Lacs in previous fiscal), the profit after tax of the Company has increased from x 1.66 Crores to * 3.33 Crores as compared to previous year.

During the year under review, the Company scaled new heights in revenue.

Dividend

Owing to the development and expansion plans already undertaken by the Company and the need of ploughing back in the Company of the profits generated during the year, your Directors do not recommend any dividend for the year under review.

Directors

Mr. Jagmohan Batra resigned as a Director of the Company with effect from 1st October, 2012 and consequently, he also ceased to be a Director of the Company from the said date. The Board places on record its appreciation for the valuable services and guidance given by Mr. Jagmohan Batra during his tenure as the Director of the Company.

The Board of Directors at the meeting held on 31st October, 2012 appointed, subject to approval of the Members of the Company, Mr. Nipun Verma as an Executive Director of the Company with effect from 1st November, 2012.

Further, the Board of Directors at the meeting held on 31st October, 2012, appointed Mr. Ashok Vadilal Patel as an Additional Director of the Company with effect from 31st October, 2012. The Company has received a notice from a member in writing, proposing his candidature for the office of Director.

In accordance with the Articles of Association and the provisions of the Companies Act, 1956, Mr. Sharad Bhartia and Mr. Prassana Kumar Acharya, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai, Statutory Auditors, retire at the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received their consent under section 224 (IB) of the Companies Act, 1956 for such re-appointment and confirmation that they are not disqualified within the meaning of Section 226 of the Companies Act, 1956.

The Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

Committees of Directors

Reconstitution of Audit Committee:

During the year under review, the Audit Committee was reconstituted on 31st October, 2012 by appointing Mr. Ashok Vadilal Patel as a member in the said Committee. Mr. Jagmohan Batra ceased to be a member of the Committee with effect from 1st October, 2012. The Committee comprises Mr. Prassana Acharya - Chairman, Mr. Sharad Bhartia and Mr. Ashok Patel, as members.

Reconstitution of Investors'' Grievance cum Share Transfer Committee:

During the year under review, the Investors'' Grievance cum Share Transfer Committee was reconstituted on 31st October, 2012 by appointing Mr. Ashok Vadilal Patel as a member in the said Committee. Mr. jagmohan Batra ceased to be a member of the Committee with effect from 1st October, 2012. The Committee comprises Mr. Arvind Srivastava - Chairman, Mr. Nipun Verma and Mr. Ashok Patel, as members.

Reconstitution of Remuneration Committee:

During the year under review, the Remuneration Committee was reconstituted on 31st October, 2012 by appointing Mr. Ashok Vadilal Patel as Chairman of the said Committee. Mr. Jagmohan Batra ceased to be a member of the Committee with effect from 1st October, 2012. The Committee comprises Mr. Ashok Patel - Chairman, Mr. Nipun Verma and Mr. Arvind Srivastava, as members.

Public Deposits

The Company has not accepted Public Deposits within the purview of section 58A of the Companies Act, 1956 during the year under review.

Changes in Share Capital

During the year the Authorised Share Capital of the Company has been increased from '' 2,00,20,000 to % 4,00,20,000 divided in to 40,00,000 ( Forty Lakhs) Equity Shares of 10 ( Rupees Ten only) each and 200 (Two Hundred ) Preference Shares of '' 100 ( Rupees One Hundred only) with effect from 3rd November, 2012.

During the year your Company has issued 21,40,500 Equity Shares of '' 10 ( Rupees Ten only) each, fully paid up as Bonus Shares in the ratio of 3 (Three) New Shares each for the 1 (One) Existing Equity Shares '' 10 (Rupees Ten only) held on 20th November, 2012, being the record date fixed for the purpose. The Bonus Shares were allotted on 22nd November, 2012.

The new Equity Shares issued during the year rank pari passu with the existing equity shares of your Company.

Financial Condition and Result of Operations

Management Discussion and Analysis of Financial Condition and result of Operation of the company for the year under review, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report.

Particulars of Employees

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors'' Responsibility Statement

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) 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 the end of the financial year and on the profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2013 on a "going concern" basis.

Listing of Equity Shares

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE). The Listing fee for the year 2013-14 has already been paid.

Conservation Of Energy Technology Absorption

The Company did not carry out any business activities warranting conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Foreign Exchange Earnings and Outgoes

During the year under review the Company has export realizations and advances received against sales of "11,29,55,62,277 and has spent foreign exchange "9,08,24,35,225 towards payment of imports.

Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from M/s A. K. Jain & Co., Company Secretaries, Mumbai, which forms part of this report, is annexed.

Corporate Governance

As required by Clause 49 of the Listing Agreements entered into by your Company with the BSE Limited and National Stock Exchange of India Limited, a detailed report on Corporate Governance together with a report on Management Discussion & Analysis is included in the Annual Report. The Auditors have certified the Company''s compliance with the Listing Agreement and the same is annexed to the report on Corporate Governance.

Acknowledgement

Your Directors wish to pace on record their appreciation and sincere thanks to the State Governments, government agencies, banks & financial institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as stake-holders, in your Company''s progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Place: Mumbai ARVXND SRIVASTAVA

Date: 30th May, 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2012.

Financial Results

Amount in Rupees

Particulars 2011-12 2010-11

Sales & Other Income from Operations 6,45,38,24,279 37,95,11,439

Increase/Decrease in Stocks 58,82,23,667 88,14,646

Other Income 21,68,89,484 41,42,560

Total Income 7,25,89,37,430 39,24,68,645

Operating, Depreciation and Other Expenses 7,23,27,56,290 38,49,84,450

Salaries and Benefits 14,64,366 1,69,630

Profit before Tax and Appropriations 2,47,16,773 73,14,565

Less : Provision for Deferred Tax (14,503) 543

Provision for Income Tax 85,00,000 25,25,000

Profit after Tax 1,66,02,135 41,89,833

Balance brought forward 19,37,833 (22,52,000)

Balance carried to Balance Sheet 1,66,02,135 41,89,833

Performance, Operations & Future Prospects

The Turnover of the Company for the year under review showed a positive growth after years and years of no business transactions. During the year under review, your Company achieved a turnover of Rs.64,538.27 Lacs as compared to Rs.3795 Lacs in the previous fiscal year 2010-2011. Profit before Taxes and Appropriations in 2011-12 stood increased at Rs.247.17 Lacs compared to Rs. 73.15 Lacs in the previous fiscal year .

During the year under review, the Company scaled new heights in revenue.

Dividend

Owing to the development and expansion plans already undertaken by the Company and the need of ploughing back in the Company of the generated profits during the year, your Directors do not recommend any dividend for the year under review.

Directors

Mr. Arvind Srivastava and Mr. Nipun Verma, the Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Prasanna Acharya, was appointed as an additional Director of the Company, he holds office of Directorship till the date of Annual General Meeting. The Company has received a Notice from a Member in writing, proposing his candidature for the office of Director

Mr. Sharad Bhartia, appointed Whole Time Director of the Company.

Your Directors recommend the appointment and re-appointment of the aforesaid Directors.

Auditors

M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received their consent under section 224 (1B) of the Companies Act, 1956 for such re- appointment.

Fixed Deposits

The Company has not accepted Fixed Deposits from public within the purview of section 58A of the Companies Act, 1956 during the year under review.

Financial Condition and Result of Operations

Management Discussion and Analysis of Financial Condition and result of Operation of the company for the year under review, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report.

Particulars of Employees

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors' Responsibility Statement

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, your Directors state that:- 1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) 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 the end of the financial year and on the profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act. For safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2012 on a "going concern" basis.

Listing of Equity Shares

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE). The Listing fee for the year 2012-13 has already been paid.

Conservation Of Energy Technology Absorption

The Company did not carry out any Business activities warranting conservation of energy, technology absorption in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988.

Foreign Exchange Earnings and Outgoes

During the year under review Company has export realizations and advances received against sales, Rs. 6,01,80,35,560/- and has spent foreign exchange, Rs.3,57,76,82,760/- towards payment of imports.

Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from Company Secretary, Mumbai, which forms part of this report, is annexed.

Corporate Governance

Your Company's philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

A separate section on Corporate Governance from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the Listing Agreement with the Stock Exchanges forms the part of this Annual Report.

Acknowledgements

Your Directors would like to thank all investors, customers, financial institutions, vendors, banks, government authorities, the registrars, share transfer agents, business alliances for their respective support.

Your Directors thank the Government of India for its support during the year and look forward to its continued support in the future.

By Order of the Board of Directors

Place: Mumbai ARVIND SRIVASTAVA

Date : 12th July, 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts of the Company for the year ended 31" March 2011.

Financial Results

Amount in Rupees

Particulars 2010-11 2009-10

Sales & Other Income from 37,95,11,439.16 0.00 Operations

Increase/Decrease in Stocks 88,14,646.25 0.00

Other Income 41,42,559.58 0.00

Total Income 39,24,68,644.99 0.00

Operating, Depreciation and Other 38,49,84,449.75 0.00

Expenses Salaries and Benefits 1,69,630.00 0.00

Profit before Tax and Appropriations 73,14,565.24 (62945.00)

Less: Provision for Deferred Tax 543.00 0.00

Provision for Income Tax 25,25,000 0.00

Profit after Tax 41,89,833.24 (62945.00)

Balance brought forward (22,52,000.00) (21,89,055.00)

Balance carried to Balance Sheet 1937833.24 (22,52,000.00)

Performance, Operations & Future Prospects

The Turnover of the Company for the year under review showed a positive growth after years and years of no business transactions. During the year under review, your Company achieved a turnover of Rs.3795 Lacs as compared to Rs. Nil in the previous fiscal year 2009- 2010. Profit before Taxes and Appropriations in 2010-11 stood increased at Rs.73.15 Lacs compared to Rs. (0.63) Lacs in the previous fiscal.

During the year under review, the Company Scaled new heights in revenue.

Dividend

Owing to the development and expansion plans already undertaken by the Company and the need of ploughing back in the Company of the generated profits during the year, your Directors do not recommend any dividend for the year under review.

Directors

During the year, Mr. Jagmohan Batra, Mr. Sharad Bhartia, Mr. Nipun Verma and Mr. Arvind Srivastava were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956 and their term expires at the ensuing Annual General Meeting. Your Directors recommend their appointment as Directors of the Company.

During the year Mr. Santosh Radhakrishna Kamankar, Mr. Vijay Balwant Patil, Mr. Dhananjay Rajendra Kale, Mr. Harkishandas Devshi Sanghavi and Mr. Shailendra Pratap Singh ceased from the office of Directors of the Company. The Board wishes to place on record its sincere appreciation for the valuable services rendered and guidance extended by them during their tenure as Directors of the Company.

Your Directors recommend the appointment and re-appointment of the aforesaid Directors.

M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received their consent under section 224(1 B) of the Companies Act, 1956 for such re-appointment.

Fixed Deposits

The Company has not accepted Fixed Deposits from public widiin the purview of section 58A of the Companies Act, 1956 during the year under review.

Financial Condition and Result of Operations

Management Discussion and Analysis of Financial Condition and result of Operation of the company for the year under review, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges, is given as a separate statement in this Annual Report.

Particulars of Employees

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors' Responsibility Statement

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, your Directors state that :-

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2) The Directors have selected such accounting policies and applied them consistendy 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 the end of the financial year and on the profit for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act. For safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2011 on a "going concern" basis.

Listing of Equity, Shares

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE). The Listing fee for the year 2011-12 has already been paid.

Conservation Of Energy Technology Absorption

The Company did not carry out any Business activities warranting conservation of energy, technology absorption in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988.

Foreign Exchange Earnings and Outgoes

During the year under review Company has export realizations and advances received against sales, Rs. 22,51,99,363/- and has spent foreign exchange, Rs.5,16,78,350/- towards payment of imports.

Compliance Certificate

In terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from M/s. A. K. Jain & Co., Company Secretaries, Mumbai, which forms part of this report, is annexed.

Corporate Governance

Your Company's philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

A separate section on Corporate Governance from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, forms the part of this Annual Report.

Acknowledgements

Your Directors would like to thank all investors, customers, financial institutions, vendors, banks, government authorities, the registrars, share transfer agents, business alliances for their respective support.

Your Directors thank the Government of India for its support during the year and look forward to its continued support in the future.

By Order of the Board of Directors

Place: Mumbai Date: 30th May, 2011 Chairman

---

Mar 31, 2010

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

FINANCIAL RESULTS

(Amount in Rupees)

Particulars 2009-2010 2008-2009

Total Income - -

Total Expenditur 62,945 22240

Net Profit/Loss (62,945) (22240)

Loss brought forward from last 2,189,055 21,66,815 year

Balance carried to Balance Sheet 2,252,000 21,89,055

DIVIDEND

The Company has incurred Loss, hence your directors not in position to recommend any dividend for the year under review.

DIRECTORS

Mr. Vijay Patil and Mr. Dhananjay Kale, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

Your Directors recommend the re-appointment of the aforesaid Directors.

AUDITORS

M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Your Directors have therefore proposed to reappoint Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting Auditors of the Company, subject to the approval of the members at the ensuing Annual General Meeting.

The Company has received letters from Shankarlal Jain & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

FIXED DEPOSITS

The company has not accepted Fixed Deposits from public within the purview of section 58A, of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors -state that: -

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to; material departures, if any.

2) The Directors have selected such accounting policies and applied them consistendy 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 the end of the financial year and loss for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act. For safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2010 on a "going concern" basis.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on The Bombay Stock Exchange Limited, Mumbai (BSE). The Listing fee fort the year 2010-11 has already been paid.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company did not carry put any Business activities in relation to conservation of energy, technology absorption in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988.

There was no foreign exchange earning and out go during the year under review.

CORPORATE GOVERNANCE

Your Companys philosophy on corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders and others.

ACKNOWLEDGEMENTS

Your Directors would likes to thank all investors, customers, financial institutions, vendors, banks, government authorities, the registrars, share transfer agents, business/alliance and technology partners for the support.

By Order of the Board of Directors

Place: Mumbai Santosh Kamankar

Date: 03rd September, 2010 Chairman

---

Mar 31, 2009

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts of the Company for the year ended 31st March 2009.

FINANCIAL RESULTS

(Amount in Rupees)

Particulars 2008-2009 2007-2008

Total Income - -

Total Expenditure 22240 54,815

Net Profit/Loss(22240) _ (54,815)

Loss brought forward from last 21,66,815 21,12,000 year

Balance carreied to Balance Shee 21,89,055 21,66,815

DIVIDEND

The Company has incurred Loss; hence your directors not in position to recommend any dividend for the year under review.

DIRECTORS

Mr. Narendra Mansingha and Mr. Santosh R Kamankar, Directors of the Company, retire bv rotation and being eligible offer themselves for re-appointment.

Mr. Shailendra Pratap Singh and Mr. Harkishandas D Sanghavi, was appointed as additional Directors of the Company, he hold office of Directorship till the date of Annual General Meeting. The Company has received proposal for them candidature to holds office of Directorship.

Your Directors recommend the re-appointment of the aforesaid Directors.

AUDITORS

M/s. Shankarlal Jain & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Your Directors have therefore proposed to reappoint Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting Auditors of the Company, subject to the approval of the members at the ensuing Annual General Meeting.

The Company has received letters from Shankarlal fain & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 -B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

FIXED DEPOSITS

The company has not accepted Fixed Deposits from public within the purview of section 58A, of the Companies Act, 1956, during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that: -

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to; material departures, if anv.

2) 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 the end of the financial year and loss for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act. For safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March 2009 on a "going concern" basis.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on The Bombay Stock Exchange Limited, Mumbai (BSE). The Listing fee fort the year 2009-10 has already been paid.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company did not carry out any Business activities in relation to conservation of energy, technology absorption in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988.

There was no foreign exchange earning and out go during the year under review.

CORPORATE GOVERNANCE

Your Companys philosophy on corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders and others.

ACKNOWLEDGEMENTS

Your Directors would likes to thank all investors, customers, financial institutions, vendors, banks, government authorities, the registrars, share transfer agents, business/alliance and technology partners for the support.

By Order of the Board of Directors

Place: Mumbai Santosh Kamankar

Date: 31st August, 2009 Chairman