Directors Report of Premier Capital Services Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditor's Report for the year ended 31st March, 2015.

FINANCIAL RESULTS:

Financial results of the Company for the year under review are as follows:-

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014 (Amount In Rs.) (Amount In Rs.)

Total Revenue (I) 2,855,291 2,264,975

a) Finance Cost 674 1,939

Total Expenses (II) 1,995,776 1,516,741

Profit/ (Loss) before Extraordinary items and Tax (I-II) 859,515 748,234

Extraordinary Items (19,615,618) - (Diminution in value of Investments)

Profit/ (Loss) before tax (I-II) (18,756,102) -

a) Current Tax Expenses for current year 258,417 167,214

b) Deferred Tax - -

c) Income Tax of pervious year - 99,817

Total Tax Expenses 258,417 267,031

Profit/ (Loss) for the year (19,014,519) 481,203

OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the year under review, the Total Revenue of the Company is Rs. 2,855,291/- as compared to Rs. 2,264,975/- in the previous year. Profit before Extraordinary items and Taxation was Rs. 859,515/- against Rs. 748,234/- in the previous year. After providing huge Diminution in value of Investments of the Company of Rs. 19,615,618/-, the Company has incurred net loss of Rs. (19,014,519)/- as on 31st March, 2015.

Due to tough market conditions the Company's Gross Revenue in terms of value has increased by almost a growth of around 26% during the year under review. However, the Management has provided for the diminution in the book value of the non current investment to the extent of Rs. 19,615,618/- thereby Company's Profit & Loss A/c showing negative figure as on 31st March, 2015. Your Directors are hopeful that the Company would perform better in coming years.

SHARE CAPITAL:

During the year under review, there have been no changes in share capital of the Company.

DIVIDEND:

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

PUBLIC DEPOSIT:

Your Company has not invited/accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under, during the year under review.

DETAILS OF DIRECTORS AND KMP:

Confirmation of appointments:

Pursuant to the provision of section 161(1) of the Companies Act, 2013, Mr. Rajkumar Bhasin (DIN: 07101758) is appointed as Additional Director (Non-executive Independent) of the Company and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for re-appointment as Director.

The Company received requisite notice in writing from a member proposing the appointment of Mr. Rajkumar Bhasin (DIN: 07101758) as Non-executive Independent Director for a terms of 5 (Five) consecutive years. The Board recommends his appointment. The Company has received declaration from Mr. Rajkumar Bhasin (DIN: 07101758), confirming that he meets the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Sharda Manoj Kasliwal (DIN: 00345386), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Resignation of Director:

Mr. Manish Praful Patel (DIN: 03383126), an Independent Director submitted his Resignation to the Board on 15th April, 2015 due to his personal reasons and unavoidable circumstances. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Manish Praful Patel towards the growth and development of the Company during his tenure as a Director.

Declaration by Independent Directors:

All Non-Executive and Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. These confirmations have been placed before, and noted by Board.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

MEETINGS OF BOARD:

There were 7 (Seven) meetings of Board of Directors held during the year under review, i.e. on 30th May, 2014, 30th July, 2014, 3rd September, 2014, 30th October, 2014, 08th January, 2015, 2nd February, 2015 and 20th February, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY):

The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company, therefore the Company has not developed and implemented any Corporate Social Responsibility initiatives.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of under Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013, with respect to Director's Responsibility Statement, your Directors hereby confirm that:

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care 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;

d) The Directors have prepared the Annual Accounts on going concern basis;

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

f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DISCLOSURE OF RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the year under review were on arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for the Related Party Transactions. The policy on Related Party Transactions is approved and adopted by the Board. Details of material contracts or arrangement or transaction at arm's length basis is annexed herewith as AOC-2 in Annexure - "I".

AUDITORS:

A. STATUTORY AUDITORS:

M/s Bipin Zavar & Associates, Chartered Accountants, Mumbai (MH), (Registration No.121523W) Statutory Auditor of the Company, were appointed as Auditors of the Company at Thirty First Annual General Meeting held on 29th September, 2014, to hold office from the conclusion of Thirty First Annual General Meeting until the conclusion of the Thirty Sixth Annual General Meeting, subject to ratification of the appointment by the members at every Annual General Meeting. The Audit Committee and the Board of Directors recommended ratification of appointment of M/s Bipin Zavar & Associates, Chartered Accountants, Mumbai (MH), as the Statutory Auditor of the Company. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified.

B. SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Prem Batra, Company Secretary in practice, Indore (M.P.), to undertake the Secretarial Audit of the Company.

C. COST AUDITORS:

Appointment of Cost Auditor is not required to the Company during the year under report.

AUDITOR'S REPORT:

The Auditor's Report on the Audited Financial Statement of the Company for the year ended 31st March, 2015 do not contain any qualifications, reservations, adverse remarks or disclaimers so need not require any explanation or comment.

There are no qualifications, reservations, adverse remark or disclaimers made by Secretarial Auditor, in his Secretarial Audit Report.

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 (1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has obtained a Secretarial Audit Report in the prescribed From MR-3, from CS Prem Batra, Company Secretary in practice, Indore (M.P.). The Secretarial Auditor' Report is annexed herewith as Annexure - "II"

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

Considering the nature and operations of your Company the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to information to be furnished by the Company on conservation of energy and technology absorption are not applicable. The Company has however used information technology extensively in its operations.

Foreign Exchange earned - Nil

Foreign Exchange used - Nil

CODE OF CONDUCT:

Your Company has adopted a code of conduct for its Board of Director and the Senior Management Personnel. The code requires the directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of Companies Act, 2013, read with Rule 7 of Companies (Meetings and Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct of Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of Audit committee in exceptional cases.

INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls with reference to the financial statements. During the year, in order to further strengthen the internal financial controls, a renowned professional consultant firm was hired to conduct an assessment of the existent internal financial controls and advise on best practices for adoption.

PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the Model Code of Conduct, as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992, as amended and has duly complied with provisions of the said code.

The Board of Director has adopted (i) code of practices and procedures for fair disclosure of unpublished price sensitive information and (ii) code of conduct for prohibition of insider trading as per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, which shall become effective from 15th May, 2015.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2014-15, no case in the nature of sexual harassment were reported at any workplace of the Company.

INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by the regulators or courts or tribunal impacting the going concern status and Company's operations in future;

SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

Your Company does not have any Subsidiary, Joint Venture or Associate Companies.

DISCLOSURE OF AUDIT COMMITTEE

The Audit Committee comprise of Three Non Executive & Independent Directors as on 31st March, 2015. The Chairman of the Committee is Non Executive Director with the following members.

NAME OF THE DIRECTORS NATURE OF DIRECTORSHIP DESIGNATION

Mr. Ashwani Kumar Bhat Non Executive Independent Director Chairman

Mr. Manish Praful Patel Non Executive Independent Director Member

Mrs. Rashmi Ahuja Non Executive Independent Director Member

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2014-15.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has, on the recommendation of the Nomination & Remuneration Committee framed a Remuneration Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, alongwith the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters. Remunerations of Directors, KMPs are as under;

Details of Remuneration of Directors;

Your Company has not paid any remuneration to its Directors.

Details of Remuneration of Key Managerial Personnel;

Sl. Name Designation Remuneration N paid period o ended 2014-15

1. Mr. Rajendra Kumar Mungar Chief Financial Rs. 20,870/- (Appointed on 03/09/2015) Officer PM

2. Ms. Deepti Dubey Chief Executive Rs. 10,000/- (Appointed on 03/09/2015) Officer PM

3. Mr. Punit Kumar Sahu Company Rs. 18,000/- (Appointed on 02/08/2015) Secretary PM

Name Remuneration Increase paid period Remuneration ended form previous 2013-14 year

Mr. Rajendra Kumar Mungar (Appointed on 03/09/2015) NIL NIL

Ms. Deepti Dubey (Appointed on 03/09/2015) NIL NIL

Mr. Punit Kumar Sahu (Appointed on 02/08/2015) NIL NIL

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under section 92(3) and section 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and administration) Rules, 2014, extract of the Annual Return in prescribed Form MGT-9 is annexed herewith as Annexure - "III"

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 49 of the Listing Agreement with Stock Exchange, your Company is required to give a note on management discussion and analysis with regard to Company's perception. A report on the same is annexed herewith as Annexure - "IV."

CORPORATE GOVERANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto and forms part of this report.

Further a declaration signed by the member of the Board affirming compliance with the code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is annexed herewith as Annexure - "V"

CHANGE IN NATURE OF BUSINESS / MATERIAL CHANGES AFFECTING THE COMPANY:

During the year, the Board of Directors in the best interests of the Company, its shareholders and all the concerned persons, proposed to change the Object of the Company. The object should be in consonance with the name, for which Board further recommended to change the name of the Company from "PREMIER CAPITAL SERVICES LIMITED" to "PREMIER PROCAP LIMITED". The Company applied for Change in Name, which was duly approved by the Registrar of Companies, Maharashtra, Mumbai vide Name Approval Letter dated 5th February, 2015 (SRN: C39280383).

By virtue of the above change in the Name and Object clause of the Company, the consent of the members by way of postal ballot procedure was required.

Thereafter, your Company has obtained approval of the members by way of a postal ballot on 20th February, 2015 for (a) Alteration in Object Clause of Memorandum of Association of the Company

(b) Deletion of the Other Objects Clause of the Memorandum of Association of the Company

(c) Alteration of the Liability Clause of the Memorandum of Association of the Company (d) Change the name of the company from PREMIER CAPITAL SERVICES LIMITED to PREMIER PROCAP LIMITED (e) Shifting of the registered office of the Company from State of Maharashtra to the State of Madhya Pradesh (f) Adoption of New Set of Articles of Association (g) Increase investment limit of the Company pursuant to section 186 of Companies Act, 2013.

But, due to time consumption in whole Postal Ballot procedure the above mention available name was expired, and the Company applied for renewal of availability of the same name "PREMIER PROCAP LIMITED", and the application for the same has been rejected by the Registrar of Companies, Maharashtra, Mumbai.

Now, due to huge complicity and pending approval in the office of the Registrar of Companies, Maharashtra, Mumbai, Board of Directors has decide to postpone postal ballot items transacted under (a) (d) & (e) relating to Object Change and Name Change.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company continue to remain listed on BSE Ltd. The Company confirms that it has paid the Advance Annual Listing Fees as payable to the above Exchange for the financial year 2015-16 on time.

SUSPENSION OF TRADING

During the year under review, the Company has received the order of Suspension of Trading w.e.f. 4th March, 2015 vide letter dated 27th February, 2015 from BSE Ltd., in response to which the Company has taken the appropriate action for Revocation of Suspension of trading of the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Investors, Stock Exchange and Members during the year under review and thank to all the shareholders for their continued support. The Board of Directors also place on record its sincere appreciation of the commitment and hard work put in by the Management and Employees of the Company and thank them for another excellent year.

For and on behalf of the Board

Sd/- Manoj Kasliwal Date: 22/08/2015 Chairman Place: Indore (DIN: 00345241)

REGISTERED OFFICE 4, Bhima Vaitarna Complex, Sir Pochkhanwala Road, Worli, Mumbai, (MH) 400 030 CIN: L65920MH1983PLC030629

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty First Annual Report together with the Audited Statements of Accounts and the Auditor''s Report for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013 (Amount In ) (Amount In )

Revenue from Operations 2,216,225.00 1,453,193.00

Other Income 48,750.00 1,330,386.00

Total Income(I) 2,264,975.00 2,783,579.00

Employee Benefits Expense 215,646.00 132,680.00

Finance Cost 1,939.00 627,397.00

Other Expenses 1,299,156.00 872,081.00

Total Expenses (II) 1,516,741.00 1,632,158.00

Profit/ (Loss) before Tax 748,234.00 1,151,421.00 (I-II)

Current Tax Expenses 167,214.00 356,000.00 (for current year)

Deferred Tax - -

Income Tax of pervious year 99,817.00 602,896.00

Total Tax Expenses 267,031.00 958,896.00

Profit/ (Loss) for the year 481,203.00 192,525.00

PERFORMANCE

During the year under review, the total revenue of the Company is 2,216,225/- as compared to Rs.1,453,193/- of the previous year and has earned net profit of Rs.481,203/- as compared to Rs.192,525/- of the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2014 and the available surplus be retained to strength the net worth of the Company.

PUBLIC DEPOSIT

The Company has not accepted any Deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

SUB DIVISION OF SHARES

In order to increase the affordability of the Company''s equity shares for the Retail Investors which could lead to their greater participation and increase the liquidity of Company''s equity shares in the stock market, the Company sub divided the Equity Shares of the Company, such that each existing Equity Share of the Company of the face value of Rs. 10/- (Rupees Ten Only) was sub divided into 10 (Ten) Equity Share of face value of Rs. 1/- (Rupee One Only) on 20th March, 2014 and consequently, the Authorized Share Capital of Company is now Rs. 250,000,000 (Rupees Twenty Five Crores Only) comprising of 250,000,000 (Twenty Five Crores) Equity Shares of Rs. 1/- (Rupee One Only) each and Issued, Subscribed & Paid up Share Capital of Company is now Rs. 37,060,920 (Rupees Three Crore Seventy Lac Sixty Thousand Nine Hundred and Twenty Only) comprising of 37,060,920 (Three Crore Seventy Lac Sixty Thousand Nine hundred and Twenty) Equity Shares of Rs. 1/- (Rupee One Only) each.

DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Dalip Kumar (DIN: 00103292), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The Company received requisite notices in writing from members proposing the appointment of Mr. Ashwani Kumar Bhat (DIN: 03380458), Mr. Manish Praful Patel (DIN: 03383126) and Mrs. Rashmi Ahuja (DIN: 03385181) as independent directors for a term of 5 (Five) consecutive years. The Board recommends their appointment. The Company has received declaration from all independent directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Act, 1956, the directors state that:

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

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

(iii) The directors have taken proper and sufficient care 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 directors have prepared the annual accounts on a going concern basis.

AUDITORS REPORT

The notes to the account referred in the auditor''s report are self explanatory and need not any further comments.

AUDITORS

In pursuance of the Companies Act, 2013, M/s S. C. Maheshwari & Associates, Chartered Accountants who have expressed their inability to continue are statutory auditors. It is proposed to appoint M/s Bipin Zavar & Associates, Chartered Accountants (Firm Registration No. 121523W) Mumbai, as Statutory Auditors of the Company in place of retiring auditors for the FY 2014-15 to FY 2018-19. M/s Bipin Zavar & Associates have under Section 139(1) of The Companies Act, 2013, furnished a certificate of their eligibility for appointment as such.

STOCK EXCHANGE LISTING

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid Advance Annual Listing fees to the above Exchange for the financial year 2014-2015.

PARTICULARS OF EMPLOYEES

At present there is no employee with the Company to be reported under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

1. Information in respect of Form Rs.A'' is -NIL-

2. Information in respect of R & D and Technology absorption as required to be given is- NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earned Nil

Foreign Exchange used Nil

MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of the Listing Agreement with Stock Exchange, your Company is required to give a note on management discussion and analysis with regard to Company perception. A report on the same is given separately as Annexure - "I"

CORPORATE GOVERANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto and forms part of this report.

Further a declaration signed by the member of the Board affirming compliance with the code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure - "II"

COMPLIANCE CERTIFICATE

The Company has obtained a compliance certificate under section 383(A)(1) of the Companies Act, 1956 from CS Prem Batra, Practicing Company Secretary, Indore (M.P.) annexed to this report. A report on the same is given separately as Annexure - "III"

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Investors, Stock Exchange and Members during the year under review and thank to all the shareholders for their continued support. The Board of Directors also place on record its sincere appreciation of the commitment and hard work put in by the Management and Employees of the Company and thank them for another excellent year.

By order of Board of Directors

Sd/- Chairman Manoj Kasliwal (DIN: 00345241)

Date: 3rd September, 2014 Place: Indore

REGISTERED OFFICE 4, Bhima Vaitarna Complex, Sir Pochkhanwala Road, Worli, Mumbai, (MH) 400 030

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report and Audited Accounts of the Company for the year ended March 31, 2012.

PERFORMANCE

During the year under review, the total Revenue of the Company is Rs. 10,83,267/- as compared to Rs. 7,94,949/- of the Previous year and has earned net Profit of Rs. 5,22,635/- as compared to Rs. 2,50,091/- of the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2012 and the available surplus be retained to strength the net worth of the company.

DIRECTORS

Shri Ashwani Kumar Bhat, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his re-appointment.

SHARE CAPITAL

The Company has obtained shareholders approval through Postal Ballot dated 22.08.2012 to increase in Authorized Share Capital of the company from Rs. 7.00 Crores to 7 25.00 Crores.

The Company has allotted 29,91,492 (Twenty Nine Lac Ninety One Thousand Four Hundred Ninety Two) equity shares of Rs. 10/- each at a premium of Rs 65/- per share dated 03.09.2012 on preferential basis in compliance with the SEBI (ICDR) Regulations on preferential issues.

AUDITORS REPORT

The notes to the account referred in the auditor's report are self explanatory and need not any further comments.

AUDITORS

The Statutory Auditors M/s S. C. MAHESHWARI & ASSOCIATES, CHARTERED ACCOUNTANTS, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment as Auditors of the Company.

COMPLIANCE CERTIFICATE

The company has obtained a compliance certificate under section 383(A)(1) of the Companies Act, 1956 from Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.) is annexed to this report.

STOCK EXCHANGE LISTING

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2012-2013.

PUBLIC DEPOSIT

The Company has not accepted any Deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PERSONNEL

At present there is no employee with the company to be reported under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

1. Information in respect of Form 'A' is -NIL-

2. Information in respect of R & D and Technology absorption as required to be given is- NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earned Nil

Foreign Exchange used Nil

MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regard to company perception. A report on the same is given separately as Annexure - "I"

CORPORATE GOVERANCE

During the year, under review the Company is in the process of implementation of Corporate Governance in accordance with the provisions of the Companies (Amendment) Act, 2000. It is also finalizing the terms of reference and other matters relating to Audit Committee. The other matter giving strength to the corporate Governance is also being reviewed/finalized by the company in consultation with Auditors & Corporate experts.

The Company is finalizing its policy for corporate governance including constitution of Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed.

2. 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 on March 31st, 2012 & Profit and Loss of the Company for the year end on that date.

3. The Directors had taken proper and sufficient care 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.

4. The Directors had prepared the Annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co- operation received from Banks, Government Authorities, Investors, stock exchange, and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staffs of the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: Indore

DATE 03.09.2012 Sd/-



CHAIRMAN

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Mar 31, 2009

The Directors have pleasure in presenting the 26 th Annual Report together with the Audited Accounts for the year ended on 31st March ,2009.

FINANCIAL RESULT

During the year under review , the Company has made a Profit of Rs.2.47 Lacs after depreciation and Taxes as against the Profit of Rs. 6.09 Lacs in the previous year.

DIVIDEND

Your Directors have not recommended the dividend for the year.

PUBLIC DEPOSIT

During the year the company did not invite or accept any deposit from the public under section 58 A of the Companies Act, 1956.

AUDITORS REPORT

The Notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not require any further comment under section 217(3) of the Companies Act,1956

DIRECTORS

Shri Sandeep Shriya , Director of the Company retire by rotation and being eligible, offer himself for reappointment. In view of the valuable contribution made by Shri Sandeep Shriya , the Board of Directors of your company recommend to the shareholder for his re-appointment as Director of the company.

PARTICULARS OF EMPLOYEES

The statement pursuant to the provision of Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 is not required since none of the employees has drawn not more than Rs.24,00,000/- per annum or Rs.2,00,000/- per month during the relevant year.

AUDITORS

The Statutory Auditors of the Company M/s. M. Mehta & Company, Chartered Accountants, Indore retire at the conclusion of the 26 th Annual General Meeting and being eligible, offer themselves for reappointment. The Directors recommend for approving reappointment of M/s. M. Mehta & Co., Chartered Accountants, Indore as Statutory Auditors of the Company and to fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

ii. That the selected accounting policies were applied consistently and the directors 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 31,2009, and of the profit of the company for the year ended on that date.

iii. That 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. That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company is in the process of forming Audit Committee of Directors in accordance with 1|p provisions of the companies (Amendment) Act, 2000 . It is also finalising the terms of reference and other niters relating to Audit Committee.

The other matter giving strength to the Corporate Governance is also being reviewed /finalized by the company in consultation with Auditors & Corporate experts.

The Company is finalising its policy for corporate governance including constitution of Audit Committee .

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO :

As the Company is not having any such type of activity , no particulars were given for the same .

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the whole hearted and sincere co-operation extend to the company from various departments and bodies of state and central Governments and Banks.

The Directors also wish to thank all the employees/ associates for their active support and co-operation .

FOR AND ON BEHALF OF THE BOARD Place : Indore (RAJESH AGRAWAL) Date : 30.07.2009 DIRECTOR

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Mar 31, 2000

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Accounts for the year ended on 3lst March, 2000 and the Auditors Report thereon;-

1 FINANCIAL RESULTS :

During the year under review, the Company has incurred a Loss of Rs. 9.86 Lacs as against the Loss of Rs.29.85 Lacs incurred during the previous year. The current years Loss of Rs.9.86 Lacs and previous years brought forwarded Losses of Rs.150.55 lacs have been carried to Balance Sheet.

2.DIRECTORS :

Shri Ramkumar Agrawa1 & Shri Radhakant Sharma, Directors of the Company, retire by rotation and being eligible offer themselves for reelection, In view of the valuable contributions made by Shri Ramkumar Agrawal & Shri Radhakant Sharma for the progress of the Company, the Board recommends the Shareholders to re-appoint them as Directors of the Company.

3.DIVIDEND:

In view of the loss, your Directors have not recommended the dividend for the year.

4. DEPOSITS :

The Company did not invite or accept any Deposit from Public during the year under Section 58A of the Companies Act, 1956.

5. AUDITORS :

M/s. M. Mehta & Co., Chartered Accountants, Auditors of the Company retires in ensuing Annual General Meeting. You are requested to appoint them as Auditrs of the Company for the Current year and fix their remuneration.

6. PARTICULARS OF EMPLOYMENT :

Particulars of employees as required under Section 217(2a) of the Companies Act,1956 are not applicable as no employee was drawing more than Rs. 3,00,000/- per annum or Rs. 25,000.00 per month in the year under review.

7.AUDITORS REPORT :

The notes to the Accounts refered to in the Auditors Report are self explanatory and therefore do not require any further comment under Section 217(3) of the Companies Act, 1956,

8. PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNING AND OUTGO :

As the Company is not having any such type of activity, no particulars were given for the same.

9. ACKNOWLEDGEMENT :

Your Directors place on record theirappreciation of the whole hearted and sincere co-operation extended to the Company from various departments and bodies of State and Central Governments and Banks.

The Directors also wish to thank all the employees / associates for their active support and co-operation.

FOR AND ON BEHALF OF THE BOARD

RAJESH AGRAWAL DIRECTOR DATE : 31/07/2000 PLACE : INDORE.