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Directors Report of Pagaria Energy Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statements of Accounts and the Auditors Report of your Company for the financial year ending 31st March 2014.

FINANCIAL HIGHLIGHTS:

The Financial Highlights for the year under review are given below: (Rs. In Lacs) Year ended Year ended Particulars 31.03.2014 31.03.2013

Total Income 161.87 151.02

Profit before tax 1.09 1.50

Less : Provision for Taxation 1.02 1.32

Profit after tax 0.07 0.18

Add: Balance in P&L Account B/F 7.81 7.63

Balance carried to Balance Sheet 7.88 7.81

DIVIDEND:

In order to strengthen the financial position of the company the Board of Directors have decided not to recommend any dividend for the Financial Year ended

31st March, 2014 and plough back the profits of the company in its business.

PERFORMANCE:

The total income for the financial year under review is Rs. 161.87 Lacs against Rs. 151.02 Lacs in previous year. During the year, the Company has earned Profit after Tax of Rs.0.07 Lacs in comparison to the previous year Profit after Tax of Rs. 0.18 Lacs. The directors are hopeful for better performance in the ensuing years.

DIRECTORS:

In accordance with the articles of the Company and the provisions of the Companies Act, 1956, Mr. Manash Bose will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment on the Board of your Company. Your Directors recommend his reappointment.

LISTING OF SHARES:

Equity Shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees has already been paid in pursuant to Clause 38 of Listing Agreements.

AUDITORS & AUDITORS OBSERVATION:

M/s. H.R. AGARWAL & ASSOCIATES has confirmed that appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013.

The observations of the Auditors as referred to in the Auditor''s Report are suitably explained in the notes to the account.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate have been obtained by the Board of Directors for the Financial year 2013-14 from the Practicing Company Secretaries, certifying that the Company has duly complied with all the applicable provision of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2 013, the Board of Directors of the Company hereby state and confirm that

I. In preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

II. The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 financial year 31st March, 2014 and of the Statement o f Profit & Loss of the Company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rule made there under.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 134 of the Companies Act, 2013.

SHIFTING OF REGISTERED OFFICE:

W.e.f 30th May,2013 the Registered office of the Company is shifted to 9/18, Bazar Gali, Vishwas Nagar, Shahdara Delhi - 110032 from B-2/M4, M Block, Gupta Plaza, Commercial Complex, Vikas Puri, New Delhi-110018 for better accommodation, administration and Business Development.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Company''s bankers, advisors, customers and investors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board of Directors

Place: New Delhi Rajesh Kumar Pagaria Date :14th August, 2014 (Managing Director)


Mar 31, 2013

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Statements of Accounts and the Auditors Report of your Company for the financial year ending 31st March 2013.

FINANCIAL HIGHLIGHTS::-

The Financial Highlights for the year under review are given below:

(Rs. In lacs)

Year ended Year ended Particulars 31.03.2013 31.03.2012

Total Income 151.02 184.60

Profit before tax 1.50 1.28

Less : Provision for Taxation 1.32 0.40

Profit/fLoss) after tax 0.18 0.88

Add: Balance in P&L Account B/F 7.63 6.76

Balance carried to Balance Sheet 7.81 7.64

DIVIDEND::-

The Company has not declared any dividend during the year in order to maintain the liquidity of funds for the expansion of the business (Previous year - Nil Dividend).

PERFORMANCE::-

The total income for the financial year under review is Rs. 151.02 lacs against Rs. 184.60 lacs in previous year. During the year, the Company has earned Profit After Tax of Rs.0.18 lacs in comparison to the previous year Profit After Tax of Rs. 0.88 lacs. The directors are hopeful for better performance in the ensuing years.

DIRECTORS::-

In accordance with the articles of the Company and the provisions of the Companies Act, 1956, Mr. Jaydeb Mondal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment on the Board of your Company. Your Directors recommend his reappointment.

LISTING OF SHARES::-

Equity Shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees has already been paid in pursuant to Clause 38 of Listing Agreements.

AUDITORS & AUDITORS OBSERVATION::-

M/s S.R Ghedia & Associates, Chartered Accountants, Mumbai the auditors of the Company who hold office until the conclusion of the forthcoming Annual General Meeting, have expressed their inability to continue as auditor, hence did not offer themselves for reappointment.

One of the shareholder has proposed the name of M/s. H. R. AGARWAL & ASSOCIATES, Chartered Accountants, to be appointed in their place. M/s. H.R. AGARWAL & ASSOCIATES has confirmed that appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor''s Report are suitably explained in the notes to the account.

COMPLIANCE CERTIFICATE::-

Pursuant to the provisions of section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate have been obtained by the Board of Directors for the Financial year 2012-13 from the Practising Company Secretaries, certifying that the Company has duly complied with all the applicable provision of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance is annexed hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT::-

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that

I. In preparation of annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

II. The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 financial year 31st March, 2013 and of the Statement of Profit & Loss of the Company for that period.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS::-

During the year, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rule made there under.

PARTICULARS OF EMPLOYEES::-

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A ) of the Companies Act,1956 read with the Companies ( Particulars of employees) Rules 1975.

SHIFTING OF REGISTERED OFFICE::-

W.e.f 30th May,2013 the Registered office of the Company is shifted to 9/18, Bazar Gali, Vishwas Nagar, Shahdara Delhi - 110032 from B-2/M4, M Block, Gupta Plaza, Commercial Complex, Vikas Puri, NewDelhi-110018 for better accommodation, administration and Business Development.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO::-

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Companies (Disclosure of particulars in the Report of Board of Directors] Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT::-

Your Directors would like to place on record their appreciation for the assistance, co-operation and whole-hearted support received from Company''s bankers, advisors, customers and investors and all, whose continued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On behalf of the Board of Directors

Place : New Delhi Rajesh Kumar Pagaria

Date : 30th May, 2013 (Managing Director)


Mar 31, 2010

The Directors have Pleasure in presenting the 19th Annual Report together with the Audited Statements of Accounts find the Auditors Report of your Company for the financial year ending 31st March 2010.

The Financial Highlights for the year under review are given below:

(Rs. in lacs)

Year ended Year ended Particulars 31,03,2010 31.03.2009

Total Income 1699.24 25.01

Total profit after interest but before depreciation 2.13 2.17

Depreciation 1.06 1.21Pn>fi|/tLMs) before lax 1.07 0.96

Less: Provision, for taxation 0.56 0.66

Less: Income lav for carlier years 0,10 0.00

Add: Excess Provision of Income Tax reversed 0.00 0.07

Profit/(Loss) after tax 0.41 0.37

Add: Balance in P&L Account B/F 18.37 17.71

Add : Deferred tax liability of previous years 0.07 0.29 reversed back

Balance carried to Balance Sheet 18.85 18,37



Performance

The total income for the financial year under review is Rs.1690.24 lacs against Rs.25.01 lacs in previous year. During the year the Company has earned Profit After Tax of Rs. 0.4 L lacs in comparison to the previous year Profit After Tax of Rs. 0.37 lacs. The directors are hopeful for better performance in the ensuing years,

Dividend

The Company has not declared any dividend during the year in order to maintain the liquidity of funds for the expansion of the business.

Directors

In accordance with the Articles of the Company and the provisions of the Companies Act 1956, Mr. Ashok Kumar Gadiya will be retire by relation at the ensuing Annual Genera! Meeting and being eligible, offer himself for reappointment on the Board of your Companies on 07/07/2010 Mr. Manoj Parashar. Mr. Pankaj Gaulam and Mr. Radha Kishan Gadiya have resigned from the Board of the Company. The Board places on record its gratitude for the services rendered by Mr. Manoj Parashar. Mr. Pankaj Gautam and Mr. Radha Kishan Gadiya during their renure as directors of the Company.

Mr. Ranjit Singh Pagaria, Mr. Rajesh Kumar Pagaria. Mr. Jaydeb Mondal and Mr. Manash Host were appointed as Additional Directors with effect from June 07. 2010 and hold office npto this Annual General Meeting of the Company. The Company has received notice from them pursuant to Section 257 of the Companies Act. 1956, signifying their intension to propose the candidature of Mr. Ranjit Singh Pagaria, Mr. Rajesli Kumar Pagaria, Mr. Jaydeb Mondal and Mr. Manash Bose for (he office of director.

The Board has appointed Mr. Rajesh Kumar Pagaria as Managing Director of the: Company for the period of three years with effect from 07/06/2010 subject to approval of the members of the Company. He bus vide experience in Mining, Infrastructure & Power industry.

The brief resume / details relating to directors who are to be appointed / re-appoitttcd are furnished in thexplanatory statement to the Notice of the ensuing Annual General Meeting.

Change in Management

On March 23. 2010 the erstwhile promoters of Women Networks Limited signed Share Purchase Agreement with Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinayak Coalfields Limited for sale of 3,36,500 Equity Shanes. In order to get substantial slake in the Company, Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinnyak Coalfields Limited subscribed to 13,34,870 Equity Shares on Preferential basis alongwith making open offer to the Shareholders of the Company as per SEBl (Issue of Capital and Disclosure Requirements) Regulations. 2009.

The takeover was completed on June 12. 2010 as per the Certificate issued by D& A Financial Services (PLimited. Manager to the open offer.

Change in Name and Business Object

As per the Posial Ballot results declared on 28/04/2010 about the change in name of me Company to PAGARIA ENERGY LIMITED", the fresh Certificate of Incorporation consequent on Change of Name along with consent Tor alteration. in object clause has been received from Kegislrjirs of Companies, NCT, Delhi & Haryana, New Delhi on 07/07/2010.

With effect from 07/07/2010, the new management has started the new business activities in the field of Power, Mining and Infrastrcturre.

Listing

Equity Shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees has alrady been paid in pursuant to Clause 38 of Listing Agreements.

During the year under review, the Company has allotted 13,34,870 Equity Shares to Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinayak Coalfields Limited @ Rs.21.50 per share on 26/05/2010. The Company is yet to make application to Delhi stock Exchange and Bombay Stock Exchange- for listing ofl3,34.870 Equity Shares.

Directors Responsibility Statement

Pursuant to Section 217 {2AA) of the Companies Act, 1956: the Board of Directors of the Company hereby slate and confirm that

i) In preparation of annual accounts. the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii) Tho accounting policies have been selected and applied consistently and the judgements and esdmales made, are reasunable and prudent. so as to give a true and fair view of the state of affaire of the Company at the end of financial year 31" March,2010 and of the Profit & Loss account of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956. for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis,

Corporate Governance and Management Discussion & Analysis

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report, Corporate Governance Report and Auditors: Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

Auditors & Auditors Observation

At 18th Annual General Meeting of the Company held on 30/09/2009., M/s. Ramesh Somani & Co.. Chartered Accountants, Ghaziabad. were re-appointed as Statutory Auditors of the Company to hold office as such until the conclusion of the ensuing Annual General Meeting of the Company. M/s Ramesh Somani & Co., Chartered Accountants. Ghaziabad now expressed their unwillingness to be re-appointed as such Statutory Auditors of the Company. It is therefore proposed to appoint in their place M/s S.R Ghedia & Associates. Chartered Accountants. Mumbai as Statutory Auditors of the Company as stated in the relevant resolution on the terms set out therein.

M/s S.R.Ghedia & Associates. Chartered Accountant Mumbai who have given their eligibility and willingnesss to act as Statutory Auditors of the Company. It is in the above circumstances that the resolution in this item of the Notice is proposed to be passed and is recommended for your accepence.

The observations of the Auditors as referred to in the Auditors Report are suitably explained in the notes to the account.

Public Deposits

During the year, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rule made there under.

Particulars of Employees

During the previous year. there was no employee receiving remuneration more than the Limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees} Rules. 1975.

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

The Companys operations are not power intensive. Nevertheless your Company has introduced various measures to conserve and minimize the use of energy.

No technology has been imported during the previous year. Indigenous technology available is continuously been upgraded to improve overall performances.

Foreign Exchange Earning : Nil

Foreign Exchange Outgo : Nil

Acknowledgement

Your Directors would like to place on record their appreciation for the assistance co-operation and whole-hearted Support received from Companys bankers, advisors, customers and investors and all, whose cominued support has been a source of strength to the Company. Your Directors place on record their appreciation for the valuable contribution made by employees at all levels.

On Behalf of the Board of Directors For PAGARIA ENERGY LIMITED Sd/-

Date : 21/08/2010 Rajesh Kumar Pagaria

Place ; Delhi Managing Director

 
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