Directors Report of Shivansh Finserve Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the Board'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.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone

Particulars 2014-2015 2013-14

Gross Income 22.66 1.51

Profit Before Interest and Depreciation 2.80 0.26

Finance Charges - -

Gross Profit 22.66 1.51

Provision for Depreciation - -

Net Profit Before Tax 2.80 2.80

Provision for Tax 0.94 -

Net Profit After Tax 1.86 2.80

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry current year profit to its reserves.

CHANGES IN SHARE CAPITAL

During the Financial Year 2014-15, the share capital of the Company has been increased from Rs.24,00,000 to Rs. 6,24,00,000, pursuant to allotment of 60,00,000 equity shares of Rs.10 each under Preferential allotment of the Company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held fourteen board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present

1 30.04.14 7 7

2 26.05.14 7 7

3 30.05.14 7 7

4 15.07.14 6 6

5 10.08.14 5 5

6 01.09.14 4 4

7 10.10.14 4 4

8 13.11.14 4 4

9 01.01.15 4 4

10 13.02.15 4 4

11 09.03.15 4 4

12 25.03.15 4 4

13 31.03.15 4 4

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

(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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT thereon

The Auditors, M/s .Ashok Rajpara & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and M/s. Harshad Sudhir & Co. Chartered Accountants were appointed as statutory auditors of the Company for a period of five years in the Annual General Meeting held on 30.09.2015.

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has provides the Loans However the Company has not given Guarantee and not made any Investments under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith attached annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

DIRECTORS and KMP

During the current financial year the following changes have occurred in the constitution of directors of the company:

S.No Name Designation Date of Date of appointment cessation

1 Mithlesh Agarwal Director - 01.09.2014

2 Sukriti Agarwal Director - 01.09.2014

3 Pankaj Director - 15.07.2014 Padamchand Dhoot

4 Priti Deepak Rathi Director - 15.07.2014

5 Suranjan Upadhyay Director - 10.08.2014

6 Jignesh Sudhirbhai Director 15.07.2014 - Shah

7 Amit Dipakbhai Director 01.09.2014 - Gajjar

8 Nirav Kumar Shah Director 15.07.2014 -

S.No Name Mode of Cessation

1 Mithlesh Agarwal Re

2 Sukriti Agarwal Re

3 Pankaj Re Padamchand Dhoot

4 Priti Deepak Rathi Re

5 Suranjan Upadhyay Re

6 Jignesh Sudhirbhai - Shah

7 Amit Dipakbhai - Gajjar

8 Nirav Kumar Shah -

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company is not paying Remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s. Ashok Rajpara & Associates, confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in Category of the Director the Committee

Mr. Amit D. Gajjar Chairman Non Executive Independent Director

Ms. Usha Agarwal Member Non Executive Independent Director

Mr. Niravkumar S.Shah Member Non Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in Category of the Director the Committee

Ms. Usha Agarwal Chairman Non Executive Independent Director

Mr. Amit D. Gajjar Member Non Executive Independent Director

Mr. Niravkumar S.Shah Member Non Executive Independent Director

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.

Further the Secretarial Audit Report as provided by M/s Jaymeen Trivedi & Associates. Practicing Company Secretary for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

COST AUDIT

The Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The details of the Vigil Committee are annexed herewith for your kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REPRESSED 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.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required under clause 49 of the listing agreement has been attached and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

OR & ON BEHALF OF THE OARD OF DIRECTORS

Date:04.09.2015 Place: Ahmedabad

Sd/- Sd/- JIGNESH SHAH NIRAV SHAH DIN : 02112343 DIN : 06401213 (Director) (Director)

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Mar 31, 2014

Dear Members

The Directors of your Company take immense pleasure in presenting the Audited Financial Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Financial results of the Company for the financial year ended on 31st March, 2013 are as follows:- (Amount in Rupees)

PARTICULARS Current Year Present Year 31.03.2014 31.03.2013

Total Revenue 1,51,000 -

Less: Total Expenditure 125,007 13,118

Profit/Loss before Exceptional & Extraordinary 25,993 (13,118) items & Tax

Less: Exceptional Items - -

Profit/Loss before Extraordinary items & Tax 25,993 (13,118)

Less: Extraordinary Items - -

Profit / (Loss) After Tax 25,993 (13,118)

Tax Expense - -

(1) Current Tax - -

(2) Previous Year Tax - -

(3) Deferred Tax Asset (Liability) - -

Profit(Loss) for the period 25,993 (13,118)

Earnings per Equity Share:

(1) Basic & Diluted 0.11 (0.05)

DIVIDEND

The Company is not financially strong and therefore the Board does not recommend any dividend for the financial year 2013-14.

There is a change in the constitution of the Board of Directors of the Company during the period under review. Mr. Suranjan Upadhyay was appointed as an Additional Director on 15th October, 2013 and Mr. Pankaj Dhoot and Mrs. Priti Deepak Rathi was also appointed as an Additional Director on 1st March, 2014.

As on the date of this report, the Board consist of following directors:

Sr. No. Name of Director DIN Designation

1. Mithlesh Agarwal 00992905 Director

2. Sukriti Agarwal 00933008 Director

3. Usha Agarwal 01378074 Director

4. Pankaj Padamchand 00790383 Additional Director Dhoot

5. Priti Deepak Rathi 02955237 Additional Director

6. Suranjan Upadhyay 05287812 Additional Director

Sr. Date of No. Name of Director Appointment

1. Mithlesh Agarwal 01-12-1989

2. Sukriti Agarwal 01-12-1989

3. Usha Agarwal 27-08-1992

4. Pankaj Padamchand 01-03-2004 Dhoot

5. Priti Deepak Rathi 01-03-2014

6. Suranjan Upadhyay 15-10-2013

No Director of the Company is disqualified under the provision of Section 164(2) of the Companies Act, 2013.

AUDITORS

The Statutory Auditors of the Company M/s SSRA & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting has tendered their resignation stating their inability to continue as Statutory Auditor of the Company. Further in place of retiring auditor is appointing as Statutory Auditors of the Company , for the financial year ending 31st March, 2015 for the next five years.

Your Directors recommend their appointment.

PUBLIC DEPOSITS

The Company has not accepted any Fixed Deposits from the Publc during the year

INFORMATION PURSUANT OT SECTION 217 (2A) OF THE COMPANIES ACT, 1956

No employee is receiving remuneration in excess Rs. 60 Lacs per annum and/or Rs. 5 Lac per month. Therefore, the Company is not required to furnish any report in compliance of the provisions of Section 217 (2A) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy:

The disclosure of particulars with respect to conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure Of Particulars In The Report Of Board Of Directors) Rules, 1988 are not applicable to the Company. However, the Company makes its best efforts for conservation of energy.

Technology Absorption, Adaptation & Innovation

The Company has not carried out any specific research and development activities. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

Foreign Exchange Earnings and Outgo

There was no transaction of foreign exchange during the financial year under review.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013

Directors confirm that: -

1. Applicable accounting standards have been applied in the preparation of the final accounts with relevant and complete explanation for material departures;

2. The Directors selected and applied accounting policies for clear decisions and a true and fair view of the Company at the end of the financial year.

3. The Directors have taken care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared Annual Accounts on a going-concern basis.

LISTING

Shares of the company are listed on U P stock Exchange Limited at Kanpur, Uttar Pradesh. However U P being one of the Regional Stock Exchange do not have trading platform and shares of the company are not traded.

CORPORATE GOVERNANCE:

Company small listed company and as per Listing Agreement Company do not fall under the criteria specified of Clause - 49 and accordingly the same is not applicable.

LISTING AGREEMENT:

Being a listed company at the U P Stock Exchange company is abide by the listing agreement and company has fully complied with all the listing agreements clauses and terms.

ACKNOWLEDGEMENT

Your Directors would like to place on record its sincere appreciation for the wholehearted support and contribution made by the customers, shareholders, as well as various Banks, Distributors, Suppliers and other business association towards the conduct of efficient and effective operations of your Company.

For and behalf on the Board

(Chairman)

Date: 30.06.2014 Place: Najibabad

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Mar 31, 2013

Dear Members

The Director are pleased to present their Annual Report to together with the Audited Accounts of the Company for the year ended March 31st, 2013,

FINANCIAL HIGHLIGHTS & APPROPRIATION

The financial results for the ended March 31st March 2013 are summarized below.

Year ended Year ended 31.03.2013 31.03.2012 (Rs.) (Rs.)

Profit/loss before Depreciation & Taxes -13118.00 -13118.00

Less:- Provision for Taxes 0.00 0.00

Profit/loss for the year 0.00 0.00

Add:- Balance brought forward from previous year -119014.00 -105896.00

Balance carried Loss to Balance Sheet -132132.00 - 119014.00

DIVIDEND

In view of losses, your Directors do not recommend any dividend for the financial year ended 31st March 2013.

DEPOSITS

Your company has not accepted any deposits from the public during the year.

DIRECTORS

In accordance with the provision of the Companies act, 1956 and the Articles of Associates of the Company Mrs. Sukriti Agarwal and Mrs.Mithlesh Agarwal Director retires by rotation at the forth coming Annual General Meeting and being eligible, offer herself for reappointment.

AUDITORS REPORT

Regarding observations made by the Auditors in their report your directors report as under:-

(i) Investment in Mansarovar Paper & Industries Ltd is for long term hence have been taken at cost instead of market value, further at the time of sale of investment, if there shall be any loss, the same shall be taken in to account.

(ii) Your directors are very hopeful to recover the full amount hence provision for non-performing assets amounting to Rs.419490/- has not been made in respect debtors outstanding for a period more than six month as per Reserve Bank of India Directors 1998.

(iii) Regarding impact on the Profit & Loss Account, not required any comment in view of above.

COMPLIANCE CERTIFICATE

A Compliance Certificate received from Company Secretary in Whole-Time practice pursuant to provision of section 383 (1) A of the Companies act 1956 is annexed to this report.

AUDITORS

During the year M/s SSRA & Co., Chartered Accountant, retiring auditors of the company of the company have given a certificate in terms of section 224 (IB) of the companies Act, 1956 and it is proposed to re-appoint them till the conclusion of the nest annual general meeting.

STATUTORY DEFAULTS

The Company has not paid listing fees to U.P. Stock Exchange Association Ltd. Kanpur where shares of the Company are listed for the finance years from 1998 - 99 to 2012- 13.

PARTICULARS OF EMPLOYEES

Particulars relating to employees under section-217 (2A) of the companies Act, 1956 in NIL.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE EARNING AND OUTFO.

Particular under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 on conservation of energy, technology absorption are not applicable. Also there were no foreign exchange earnings and outgo during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (DIRECTOR) (DIRECTOR)

PLACE NAJIBABAD DATE 21.08.2013

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Mar 31, 2012

Dear Members

The Director are pleased to present their Annual Report to together with the Audited Accounts of the Company for the year ended March 31st, 2012.

FINANCIAL HIGHLIGHTS & APPROPRIATION

The financial results for the ended March 31st March 2012 are summarized below.

Year ended Year ended 31.03.2012 31.03.2011 (Rs.) (Rs.)

Profit/loss before Depreciation & Taxes -13118.00 -13600.00

Less:-Provision for Taxes 0.00 0.00

Profit/loss for the year 0.00 -13600.00

Add:-Balance brought forward from previous year -105896.00 -92296.00

Balance carried Loss to Balance Sheet -119014.00 - 105896.00

DIVIDEND

In view of losses, your Directors do not recommend any dividend for the financial year ended 31st March 2012.

DEPOSITS

Your company has not accepted any deposits from the public during the year.

DIRECTOR

In accordance with the provision of the Companies act, 1956 and the Articles of Associates of the Company Mrs.Usha Agarwal and Mrs.Sukriti Agarwal Director retires by rotation at the forth coming Annual General Meeting and being eligible, offer herself for reappointment.

AUDITORS REPORT

Regarding observations made by the Auditors in their report your directors report as under:-

(i) Investment in Mansarovar Paper & Industries Ltd is for long term hence have been taken at cost instead of market value, further at the time of sale of investment, if there shall be any loss, the same shall be taken in to account.

(ii) Your directors are very hopeful to recover the full amount hence provision for non-performing assets amounting to Rs.419490/- has not been made in respect debtors outstanding for a period more than six month as per Reserve Bank of India Directors 1998.

(iii) Regarding impact on the Profit & Loss Account, not required any comment in view of above.

(iv) Company is not having sufficient cash in hand/cash at bank to pay listing fees to the U.P.STOCK EXHCHANGE LTD. as soon as the same will be available dues will be paid on priority.

COMPLICANCE CERTIFICATE

A Compliance Certificate received from Company Secretary in Whole-Time practice pursuant to provision of section 383 (1) A of the Companies act 1956 is annexed to this report.

AUDITORS

During the year M/s SSRA & Co., Chartered Accountant, retiring auditors of the company of the company have given a certificate in terms of section 224 (IB) of the companies Act, 1956 and it is proposed to re-appoint them till the conclusion of the nest annual general meeting.

STATUTORY DEFAULTS

The Company has not paid listing fees to U.P. Stock Exchange Association Ltd. Kanpur where shares of the Company are listed for the finance yea 1998 - 99 2000- 01, 2002 - 03, 2004 - 05, 2005 - 06, 2006-07, 2007 - 08 ,2008-09 ,2009-10,2010-11 and 2011-12.

PARTICULARS OF EMPLOYEES

Particulars relating to employees under section-217 (2A) of the companies Act, 1956 in NIL.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE EARNING AND OUTFO.

Particular under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 on conservation of energy, technology absorption are not applicable. Also there were no foreign exchange earnings and outgo during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(DIRECTOR ) (DIRECTOR)

PLACE :- NAJIBABAD DATE :-31.08.2012

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Mar 31, 2011

Dear Members

The Director are pleased to present their 25th. Annual Report to together with the Audited Accounts of the Company for the year ended March 31st, 2011.

FINANCIAL HIGHLIGHTS & APPROPRIATION

The financial results for the ended March 31st March 2011 are summarized below.

Year ended Year ended 31.03.2011 31.03.2010 (Rs.) (Rs.)

Profit/loss before Depreciation & Taxes -13600.00 -14406.00

Less:-Provision for Taxes 0.00 0.00

Profit/Ioss for the year -13600.00 -14406.00

Add:- Balance brought forward from previous year -92296.00 -77890.00

Balance carried Loss to Balance Sheet -105896.00 - 92296.00

DIVIDEND

In view of losses, your Directors do not recommend any dividend for the financial year ended 31st March 2011.

DEPOSITS

Your company has not accepted any deposits from the public during the year.

DIRECTOR

In accordance with the provision of the Companies act, 1956 and the Articles of Associates of the Company Mrs. Sukriti Agarwal and Mrs. Mithlesh Agarwal Director retires by rotation at the forth coming Annual General Meeting and being eligible, offer herself for reappointment.

AUDITORS REPORT

Regarding observations made by the Auditors in their report your directors report as under:-

(i) Investment in Mansarovar Paper & Industries Ltd is for long term hence have been taken at cost instead of market value, further at the time of sale of investment, if there shall be any loss, the same shall be taken in to account.

(ii) Your directors are very hopeful to recover the full amount hence provision for non-performing assets amounting to Rs.419490/- has not been made in respect debtors outstanding for a period more than six month as per Reserve Bank of India Directors 1998.

(iii) Regarding impact on the Profit & Loss Account, not required any comment in view of above.

(iv) Company is not having sufficient cash in hand/cash at bank to pay listing fees to the U.P.STOCK EXHCHANGE LTD. as soon as the same will be available dues will be paid on priority.

C0MPLICANCE CERTIFICATE

A Compliance Certificate received from Company Secretary in Whole-Time practice pursuant to provision of section 383 (1) A of the Companies act 1956 is annexed to this report.

AUDITORS

During the year M/s SSRA & Co., Chartered Accountant, retiring auditors of the company of the company have given a certificate in terms of section 224 (IB) of the companies Act, 1956 and it is proposed to re-appoint them till the conclusion of the nest annual general meeting.

STATUTORY DEFAULTS

The Company has not paid listing fees to U.P. Stock Exchange Association Ltd. Kanpur where shares of the Company are listed for the finance yea 1998 - 99, 2000- 01, 2002 - 03, 2004 - 05, 2005-06, 2006-07, 2007-08 ,2008-09 ,2009-10 and 2010-11

PARTICULARS OF EMPLOYEES

Particulars relating to employees under section-217 (2A) of the companies Act, 1956 in NIL.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE EARNING AND OUTFO.

Particular under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 on conservation of energy, technology absorption are not applicable. Also there were no foreign exchange earnings and outgo during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (MITHLESH AGARWAL) (SUKRITI AGARWAL)

PLACE NAJIBABAD DATE :- 29.08.2011