Directors Report of Omansh Enterprises Ltd.

Mar 31, 2015

The Members of

M/s Omansh Enterprises Limited

The Directors have pleasure in presenting the 41st Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

(a) (Amount in Rs)

Particulars Current year Previous Year

Sales 2,09,24,792.00 9,80,48,987.00

Other Income 14,05,952.00 9,68,419.00

Total Income 2,23,30,744.00 9,90,17,406.00

Depreciation 3,58,541.00 3,73,350.00

Tax

Current Tax 87,228.00 1,05,521.00

Deferred Tax (7,926.00) 0.00

Profit/(Loss) after Tax 2,43,611.43 1,92,598.00

Earnings per share (Rs)

Basic 0.01 0.05

Diluted 0.01 0.05

(b) D uring the year, your Company recorded Total Revenue of Rs. 2,23,30,744.00/- (previous yearRs. 9,90,17,406.00/-). The Company recorded a Net Profit of Rs. 2,43,611.43/- during the financial year ended 31st March, 2015 as compared to a Net Profit of Rs.1,92,598.00/- in the previous year.

(c) Transfer to Reserves in Terms of Section 134 (3) (j) of the Companies Act, 2013 No amount was transferred to reserves during the financial year ended 31st March, 2015.

(d) Dividend

Your Directors do not recommend any dividend for the year ended 31st March, 2015.

(e) Highlights of the Year

During the year, the Company has conducted the Postal Ballot for the following purposes:

- Alteration of Part A of clause III of the Memorandum of Association of the Company.

- Sub-division of 1 (One) Equity Share of the face value ofRs. 10/- each (fully paid-up) into 5 (Five) Equity Shares of face value ofRs.2/ - each (fully paid-up).

- Alteration of Capital Clause of Memorandum of Association of the Company.

The abovementioned were carried out after necessary approval was obtained from members by way of postal ballot, results of which were declared on 15th December 2014

(f) Material Changes And Commitments

There are no material changes from the end of Financial Year till the date of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

Ms. Pooja Bhatia (DIN: 00188770) was appointed as the Additional

Director in accordance with the provisions of section 161(1) of the Companies Act, 2013 in the Board Meeting held on 21st March 2015, your Board recommend her appointment as the Director in the ensuing AGM.

Further the Board appointed Mr. Divesh Kumar Bajaj, Non-Executive Independent Director (DIN: 01118288) as the Chairman of the Company with effect from 21st March 2015.

Further, the Board appointed Mr. Nitin Gupta, Company Secretary as the Chief Financial Officer of the Company with effect from 21st March 2015.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Gaurav Mutreja (DIN: 00708580) will retire by rotation at the ensuing Annual General Meeting (''AGM'') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his re- appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the Independent Directors is made available on the website of the Company http:// www. omanshenterprises. com/wp-content/uploads/2015/05/omansh -enterprises-limited framework-independent-directors. pdf

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to

retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure: I to this Report.

(f) Board Evaluation

The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134(3)(p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2015, 8 (Eight) meetings of the Board were held. The Details of which are given below:

Date of Board Meeting Total No. of Directors No. of Directors attending the Board Meeting

29th May, 2014 4 4

11th July, 2014 4 4

14th August, 2014 4 4

7th November, 2014 4 4

15th December, 2014 4 4

5th January, 2015 4 4

6th February, 2015 4 4

21st March, 2015 5 5

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committee

Mr. Vidya Sagar Bhatia, Chairman

Mr. Divesh Kumar Bajaj, Member

Mr. Gaurav Mutreja, Member

Nomination and Remuneration Committee

Mr. Vidya Sagar Bhatia, Chairman

Mr. Divesh Kumar Bajaj, Member

Mr. Gaurav Mutreja, Member

Shareholders/ Investor''s Grievance Committee

Mr. Gaurav Mutreja, Chairman

Mr. Vidya Sagar Bhatia, Member

Mr. Divesh Kumar Bajaj, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm

having: -

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

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

iii) 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 your Company and for preventing and detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

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

vi) having laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are listed at Bombay Stock Exchange. The equity shares of the Company were also listed at Delhi Stock Exchange and the Uttar Pradesh Stock Exchange, however both the Stock Exchanges have been Derecognized by SEBI hence non operational.

The payment of Listing fees for year 2015-16 has been made to Bombay Stock Exchange.

9. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE378P01028.

10. REPORT ON CORPORATE GOVERNANCE

In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September 2014 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital ofRs. 10 croresand above or net worth ofRs. 25 crores or more.

Since the paid up capital of the Company is belowRs. 10 crores and also the net worth of the Company is below Rs.25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achive it objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statements in Note No. 10 & 14.

15. RELATED PARTY TRANSACTIONS

During the year ended on 31st March 2015 the Company has not entered into any contract/ arrangement/ transaction with related parties which

could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company at weblink http:// www.omanshenterprises.com/wp-content/uploads/2015/08/Policy-on- materiality-of-Related-Party-Transactions-and-on-dealing-with-Related- Partv-T ransactions.pdf

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: II to this Report.

18. AUDITORS AND AUDIT REPORT

The Company''s Auditors, M/s Satyendra Mrinal & Associates, Chartered Accountants, were appointed at the 40th AGM to hold such office till the conclusion of the 43rd AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Satyendra Mrinal & Associates, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members for the appointment of M/s Satyendra Mrinal & Associates for the financial year 2015-16.

The comments made by the Auditors'' in their Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

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

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2014-15.

Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL. TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc : NIL

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

a) Details of technology imported - NIL

b) Year of import - NIL

c) Whether the technology been fully absorbed - NIL

d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

(III) Expenditure incurred on research and development - NIL FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or foreign exchange outflow during the year.

20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anju Yadav, Practicing Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. The

Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company Secretary is provided under Annexure: III to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. ESTABLISHMENT OF VIGIL MACHENISM

The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at web-link http://www.omanshenterprises.com/wp-content/uploads/2015/08/Vigil- Mechanism-and-Whistle-Blower-Policy.pdf

22. ACKNOWLEDGEMENT

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

For & on behalf of Board of Directors For Omansh Enterprises Limited

Sd/- Divesh Kumar Bajaj Chairman DIN :01118288

Regd. Off.: Shop No. 37, Date: 07/08/2015 QD Block, DDA Market, Place: New Delhi Pitampura, New Delhi - 110034

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Mar 31, 2014

Dear Members,

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

Financial Highlights (Amounting)

Particulars Financial Year ended 31.03.2014 31.03.2013

Total Income 9,90,17,406.00 9,43,312.00

Total Expenditure 9,87,19,287.00 9,09,337.00

Profit/ (Loss) before tax 2,98,119.00 33,975.00

Less: Current Tax 1,05,521.00 10,500.00

Profit/ (Loss) after tax 1,92,598.00 23,475.00

Paid-up Share Capital 3,55,00,000.00 54,50,500.00

Reserves and Surplus 8,55,250.00 6,62,652.00

Year in Retrospect

During the year under review total income of the Company was Rs. 9,90,17,406.00/-as against Rs. 9,43,312.00/- in the previous year. The Company was able to earn a marginal profit for the year of Rs. 1,92,598.00/- against a profit of Rs. 23,475.00/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2014 and the date of this Report.

Dividend

Your Directors do not propose to declare dividend for the financial year ended 31st March, 2014 as they wish to conserve the resources of the Company.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

Directors

During the period Mr. Radhey Shayam was appointed as the Whole Time Director of the Company for a period of 3 years w.e.f 14th February 2014, further the Board recommended his appointment to be confirmed by the members of the Company in the ensuing AGM.

Mr. Vidya Sagar Bhatia and Mr. Divesh Kumar Bajaj were appointed as the Additional Directors in accordance with the provisions of section 161(1) of the Companies Act, 2013 in the Board Meeting held on 14th February 2014 and 25th February 2014 respectively.

In accordance with the requirements of the Act and the Articles of Association of the Company, Mr. Radhey Shayam retires by rotation and is eligible for re- appointment.

During the period, Mr. Nitin Gupta, Director of the Company has resigned from the directorship of the Company on 25th February 2014 and thereafter Mr. Nitin Gupta was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 25th February 2014.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139(2) of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Satyendra Mrinal & Associates, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the forty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Auditors'' Report

The observation of auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

The Equity shares of the Company are listed at Delhi Stock Exchange and Uttar Pradesh Stock Exchange.

The Company is in process of getting its entire share capital listed on Bombay Stock Exchange.

Subsidiary Companies

The Company has no subsidiaries as on 31st March 2014.

Corporate Governance

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial Compliances, reporting, intimations etc. under the Companies Act, 1956, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time.

To comply with the conditions of Corporate Governance, pursuant to Clause - 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance along with the Auditors'' Certificate are included in the Annual Report as Annexure - I.

Management, Discussion & Analysis Report

Management, Discussion & Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Omansh Enterprises Limited

(Formerly known as Ravi Aircools Limited) Sd/- Sd/-

Radhey Shayam Gaurav Mutreja Whole Time Director Director DIN: 01992580 DIN:00708580 Regd.Off.:Shop No.37, Regd.Off.:Shop No.37, QD Block, DDA Market, QD Block, DDA Market, Date: 29.05.2014 Pitampura, Pitampura, Place: New Delhi New Delhi - 110034 New Delhi - 110034

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

(Amount in Rs.)

Particulars Financial Year ended

31.03.2013 31.03.2012

Total Revenue 298,035.00 244,305.00

Total Expenses 264,060.00 209,620.00

Profit / (Loss) 33,975.00 34,685.00

Less: - Provision for Taxation 10,500.00 10,717.00

Profit/ (Loss) after Taxation 23,475.00 23,968.00

Paid up Share Capital 5,450,500.00 5,450,500.00

Reserves 662,652.00 639,177.00

Year in Retrospect

During the year under review, the Company was able to earn the marginal profits during the year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes

The partly paid shares were made fully paid accordingly the paid up equity share capital of the Company had increased from Rs. 5,450,500/- to Rs. 5,500,000/- after the financial year ended 31st March 2013.

As you are aware, that the Company had already obtained your approval for making allotment of 30,00,000 equity shares on preferential basis to promoters and non promoters. The allotment of the aforesaid shares is still for want of in- principle approval from the Stock Exchanges.

Other than the aforesaid there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Gaurav Mutreja, retire by rotation and being eligible offer himself for re-appointment.

Your directors recommend his re-appointment.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Uttar Pradesh Stock Exchange (UPSE) & Delhi Stock Exchange (DSE). There has been no trading at UPSE & DSE for last few years. The Listing fees for the financial year 2012- 2013 is paid to both the Stock Exchanges.

Dematerialization of Shares

The Company has made application to both the depositories for admission of equity shares in demat form. The securities of the Company are admitted with NSDL, the ISIN allotted by the NSDL to the Company is INE378P01010. However, the application for admission of equity shares of the Company in Demat Form with CDSL is still pending.

Report on Corporate Governance

In terms of SEBI Circular No. SEBI/MRD/SE/31/2003/26/08 dated August 26, 2003 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs 3 crores and above or net worth of Rs 25 crores or more at any time in the history of the company.

Since the paid up capital of the Company is below Rs. 3 crores and also the net worth of the Company is below Rs. 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Ravi Aircools Limited

Date: 26/08/2013 Radhey Shayam Gaurav Mutreja Place: New Delhi Director Director DIN: 01992580 DIN:00708580

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

(Amount in Rs.)

Particulars Financial Year ended 31.03.2012 31.03.2011

Total Revenue 244305 1810367

Total Expenses 209620 1792893

Profit / (Loss) 34685 17474

Less: - Provision for Taxation 10718 5399

Profit/ (Loss) after Taxation 23968 12074

Paid up Share Capital 5450500 5450500

Reserves 639177 615209

Year in Retrospect

During the year under review, the Company was able to earn the marginal profits during the year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company- 31st March, 2012 and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting, Mr. Radhey Shayam, Mr. Gaurav Mutreja and Mr. Nitin Gupta were appointed as an additional directors. In terms of the provisions of the Companies Act, 1956, they hold office until the date of the ensuing Annual General Meeting. Their appointment as ordinary Directors of the Company is placed before the Members for consideration. The Board recommends the resolution(s) for adoption by the members.

After the last Annual General Meeting, Mr. Vinay Kumar Bansal, Mr. Manish Bansal, Mr. Ramesh Chandra Agrawal and Mr. Puneet Khanna resigned from the Board. The Board takes this opportunity to place its gratitude for services rendered by them.

Mr. Radhey Shayam retires by rotation and being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

Auditors

M/s Satyendra Mrinal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re- appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gupta Manish & Associates, Company Secretaries. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Uttar Pradesh Stock Exchange (UPSE) & Delhi Stock Exchange (DSE). There has been no trading at UPSE & DSE for last few years. The Listing fees for the financial year 2011- 2012 is still unpaid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Ravi Aircools Limited

Sd/- Sd/- Radhey Shayam Nitin Gupta Date : 18-07-2012 Director Director Place: New Delhi DIN:01992580 DIN:02509675

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 37th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2011.

Financial Highlights (Amount in Rs.)

Particulars Financial year ended 31-03-2011 31-03-2010

Profit/Loss before 17,473.00 13,3926.69 Depreciation & Taxation

Less : Depreciation (0.00) (68,710.00)

Profit/(Loss) after Depreciation 17,473.92 65,216.69

Less : Provision for Taxation (0.00) (29,309.00)

Less: Deferred Tax Liability (0.00) (0.00)

Add: Deferred Tax Assets 0.00 0.00

Less: Provision for FBT (0.00) (0.00)

Profit/(Loss) after Taxation 17,473.92 35,907.69

Profit/(Loss) brought forward (25,03,738.75) (25,39,646.44)

Profit/(Loss) carried to (24,86,264.83) (25,03,738.75) balance sheet

Year in Retrospect

During the year under review, the Company was not able to earn a marginal profit. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

Dividend

In view of losses earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Vinay Kumar Bansal & Mr. Manish Bansal were appointed as Directors of the Company in the Extra Ordinary General Meeting held on 21st day of January 2011.

Mr. Ramesh Chandra Agrawal, Director of the Company liable to retire by rotation and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

Auditors

M/s BKG & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Gautam Goyal & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self- explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Uttar Pradesh Stock Exchange (UPSE) & Delhi Stock Exchange( DSE). There has been no trading at UPSE & DSE for last few years. The Listing fees for the financial year 2010- 2011 is still unpaid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form. Directors'' Responsibility Statement In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. 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 as at 31st March, 2011 and of the loss of the Company for the year ended on that date;

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

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Ravi Aircools Limited

Sd/- Sd/- Date : 1st September 2011 Ramesh Chandra Manish Bansal Place: Varanasi Agarwal Director Director DIN:02809548 DIN: 01567905