Directors Report of Shyamkamal Investments Ltd.

Mar 31, 2016

BOARD’S REPORT

To,

The Members of,

Shyamkamal Investments Limited Mumbai.

The Directors present their 34th Annual Report on the Audited Financial Statement of Shyamkamal Investments Limited [“the Company”] for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS

The Company''s financial performance, for the year ended March 31, 2016 & March 31, 2015, are summarized below:

(Amount in Rs.)

Particulars	FY 2015-16	FY 2014-15
Revenue from Operations & Other Income	40,142,568	14,981,416
Profit Before Interest, Depreciation, exceptional and extraordinary items and taxes	(15,445,222)	(3,461,139)
Finance Charges	16,232	70,021
Depreciation & Amortization	2,343	2,343
Profit before exceptional and extraordinary items and taxes	(15,463,797)	(3,508,299)
- Exceptional Items / Extraordinary Items	-	-
Net Profit Before Tax	(15,463,797)	(3,508,299)
Provision for Tax -
- Current Tax	-	-
- Earlier Year Tax	-	12,602
- Deferred Tax	(408)	13,765
Net Profit After Tax	(15,463,389)	(3,522,064)
Balance of Profit brought forward	(31,055,502)	(27,534,159)
Balance available for appropriation	(46,518,891)	(31,055,502)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Surplus/deficit carried to Balance Sheet	(15,463,389)	(3,522,064)

2. REVIEW OF OPERATIONS

Your company is engaged in the securities trading and investment activities and during the year under review, the Company has posted total Income of Rs. 40,142,568/- (Rupees Four Crore One Lac Forty Two Thousand Five Hundred Sixty Eight only) as against total Income of Rs. 14,981,416/- (Rupees One Crore Forty Nine Lacs Eighty One Thousand Four Hundred Sixteen only) in the corresponding previous year. Further, the Company has incurred net loss for the year under review was Rs. 15,463,389/as against net loss of Rs. 3,522,064/- in the corresponding previous year.

3. FUTURE PROSPECT

Your Company is into the business of Securities Trading and Investments Activities and is a RBI registered NBFC. The management regularly discusses about the future plans and projects to be undertaken by the company. Due to the slowdown in economy and poor macro economic conditions the management has been taking a cautious approach towards the same. However keeping in mind the future positivity and expansion plans the management has decided to undertake investment in securities on a larger scale and also to start the NBFC business on a smaller level.

4. DIVIDEND AND RESERVES

The Company has incurred losses during the financial year under review and hence your Directors are unable to recommend any dividend for the year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2016 is Rs. 8,29,00,000, comprising of 82,90,000 Equity shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 33rd Annual General Meeting held on September 24, 2015, Mr. Sanjay Talati was re-appointed as the Director of the Company, liable to retire by rotation.

During the financial year under review, Mr. Ramkripal Verma resigned from the Directorship of the Company w.e.f. August 26, 2015.

Further, the Board of Directors of the Company at their meeting held on August 27, 2015 appointed Mrs. Aditi Maheshwari as an Additional (Woman) Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company and subsequently, she was appointed as an Independent Director to hold office for a period of 5 (five) consecutive years at the 33rd Annual General Meeting.

The said Independent Director fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under and they are independent of the management and have submitted the Declarations as prescribed under Section 149(6) of the Companies Act, 2013. However, Mrs. Aditi Maheshwari resigned from Directorship of the company w.e.f. May 02, 2016.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Kailashchandra Kedia (DIN: 01292825), Director of the Company, retires by rotation and being eligible; offers himself for reappointment at the forthcoming 34th Annual General Meeting. The Board recommends the said reappointment for shareholders’ approval.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

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

(b) 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 and 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 this Act 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 a going concern basis; and

(e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

The Company has no employee on its pay roll during the year under review and hence details w.r.t. Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is not provided in this Report.

9. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, 5 (Five) Board Meetings were held during the financial year 2015-16, the dates of which are May 28, 2015, August 13, 2015, August 27, 2015, November 07, 2015 and February 12, 2016.

Name of the Directors	No. of Board Meetings attended
Mr. Kailashchandra Kedia	5
*Mr. Ramkripal Verma	2
Mr. Deepak Modi	4
Mr. Sanjay Talati	5
**Ms. Aditi Maheshwari	3

*Resigned as Director w.e.f. August 26, 2015

** Appointed as a director of the Company w.e.f. August 27, 2015 and resigned on May 02, 2016

10. AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and the listing agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

During the Financial Year 2015-16, Four (4) meetings of the Committee were held on, May 28, 2015, August 13, 2015, November

07, 2015 and February 12, 2016.

Further, during the financial year under review, you Board has reconstituted the said committee due to changes in Directorships of the Company., Details of composition of the Committee and attendance during the year are as under:

S. N.	Name of Directors	Designation	No. of Meetings Attended
1.	Mr. Deepak Modi	Chairman & Independent Director	4
2.	*Mr. Ramkripal Verma	Member & Independent Director	2
3.	Mr. Sanjay Talati	Member & Director & CFO	4
4.	**Ms. Aditi Maheshwari	Member & Independent Director	2

*Resigned as Director w.e.f. August 26, 2015

** Appointed as a director of the Company w.e.f. August 27, 2015 and resigned on May 02, 2016

Further, the Audit Committee is functional as per the provision of Section 177 of Companies Act, 2013 and Rules made hereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration committee of the Company shall perform such role and duties as mentioned in Section 178 of the Companies Act, 2013 and revised listing agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the Financial Year 2015-16, Four (4) meetings of the Committee were held on, May 28, 2015, August 27, 2015, November 07, 2015 and on February 12, 2016.

Further, during the financial year under review, you board of Director has reconstituted the said committee due to changes in composition of Board of Directors, details of composition of the Committee and attendance during the year are as under:

Name of the Members of Committee	Category	No. of Meetings Attended
Mr. Deepak Modi	Chairman, Independent Director	4
*Mr. Ramkripal Verma	Member, Independent Director	1
Mr. Sanjay Talati	Member, Director & CFO	4
**Ms. Aditi Maheshwari	Member, Independent Director	2

12. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as Annexure II.

However, considering the weak financial position of the Company, the Executive Directors have agreed not to partake with the salary during the year under review.

13. STAKEHOLDER RELATIONSHIP COMMITTEE

During the Financial Year 2015-16, Four (4) meetings of the Committee were held on, 28th May 2015, 13th August 2015, 7th November 2015 and on 12th February 2016.

Name of the Director	Category	No. of Meetings Attended
Mr. Deepak Modi	Chairman, Independent Director	4
*Mr. Ramkripal Verma	Member, Independent Director	2
Mr. Sanjay Talati	Member, Director & CFO	4
**Ms. Aditi Maheshwari	Member, Independent Director	2

*Resigned as Director w.e.f. August 26, 2015

** Appointed as a director of the Company w.e.f. August 27, 2015 and resigned on May 02, 2016

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Listing Agreement / Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder''s / Investor'' s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The total numbers of complaints received during the year were Nil and there was no pending complaint as on 31st March,

2016.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Committees. The Directors expressed satisfaction with the evaluation process.

15. INDEPENDENT DIRECTORS

The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Listing Agreement / Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure III and forms part of this Report.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

18. STATUTORY AUDITORS'' AND AUDITORS'' REPORT

At the 32nd Annual General Meeting held on September 22, 2014, M/s. ABN & Co., Chartered Accountant (Firm Reg No: 004447C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2019. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. ABN & Co., Chartered Accountant, as Statutory Auditors of the Company, is proposed to placed before members of the Company for ratification.

In regard to the Company has received a Certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

19. APPOINTMENT OF COMPANY SECRETARY

The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 & Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

21. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), IF ANY, OF THE COMPANIES ACT, 2013: Re: Pursuant to Section 134(3)(f)(i)

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company.

Re: Pursuant to Section 134(3)(f)(ii) (Secretarial Audit Observations) :

a) The Company is in process of appointment of Company Secretary;

b) The Company is in process of appointment of Internal Auditor of the Company;

c) The Company is in process of appointment of woman director;

d) The Company has taken up necessary steps to bring the composition of the Nomination & Remuneration committee in compliance with the provisions of the Companies Act, 2013 read with the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) The Company has faced technical difficulties in filing forms on MCA portal and hence the same were pending. The company is in process to reconstitute the committees.

f) Due to some technical reasons, the website of the Company faced some difficulties in proper functioning; however the said issues were sorted out and the website is working effectively.

22. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls system. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

23. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

24. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shyamkamal.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

25. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board periodically to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

26. DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2016.

27. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security nor made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

28. RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2015-16 the particulars as required in form AOC-2 have not been furnished.

29. CORPORATE GOVERNANCE

Good corporate practices ensure that a Company meets its obligations to optimize shareholders'' value and fulfils its responsibilities to the community, customers, employees, Government and other segments of the Society. It will, therefore, be its constant endeavour to achieve long term corporate goals. Even though the Company is not presently covered by the Regulation governing Corporate Governance compliance, the Company has taken various steps to initiate good Corporate Governance practices.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company''s operations forms a part of this Annual Report in Annexure V.

31. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy -

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments to be purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(b) Absorption of Technology -

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

(c) Research and Development (R&D) -

The Company believes that in order to improve the quality and standards of servcies, the Company has progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

(d) Foreign Exchange Earnings and Outgo -

During the year, the total foreign exchange used was Rs.NIL and the total foreign exchange earned was Rs. NIL

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

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT POLICY AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year ended 31st March, 2016, there were no cases filed /reported pursuant to the Sexual Harassment at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

36. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

KailashchandraKedia Sanjay Talati

Director Whole Time Director

( DIN: 01292825) (DIN: 06927261)

Place: Mumbai

Date: August 08, 2016

---

Mar 31, 2015

Dear Members,

The Directors present the 33rd Annual Report together with the Audited financial Statement for the financial year ended March 31,2015.

1. FINANCIAL RESULTS:

The Financial Results for the year ended March 31,2014 are summarized below:

(Rs. in Lacs)

Particulars F.Y. 2014-15 F. Y. 2013-14

Gross Income 149.81 521.25

Profit Before Interest and Depreciation (35.08) (303.41)

Finance Charges 0.70 0.17

Provision for Depreciation 0.02 0.05

Net Profit Before Tax (35.08) (303.19)

Provision for Tax 0.13 0.01

Net Profit After Tax (35.22) (303.18)

Balance of Profit brought forward (275.34) 27.77

Balance available for appropriation (310.56) (275.34)

Proposed Dividend on Equity Shares NIL NIL

Tax on proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Surplus carried to Balance Sheet (310.56) (275.34)

2. REVIEW OF OPERATIONS

Your company is engaged in the securities trading and investment activities and during the year under review, the Company has posted total Income of Rs. 1,45,60,894/- as against total Income of Rs. 3,70,63,798/- in the corresponding previous year. Net Loss for the year under review was Rs. 35,22,064/- as against Net Loss of Rs. 3,03,18,278/- in the corresponding previous year.

3. FUTURE PROSPECT

Your Company is into the business of Securities Trading and Investments Activities and also a RBI registered active NBFC. The management has been regularly discussing about the future plans and projects to be undertaken by the company. Due to the slowdown in economy and poor macro economic conditions the management has been taking a cautious approach towards the same. However keeping in mind the future positivity and expansion plans the management has decided to undertake investment in securities on a larger scale and also to restart the NBFC business on a smaller level.

4. DIVIDEND AND RESERVES

The Company has incurred losses during the financial year under review and hence your Directors think fit not to recommend any dividend for the year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 8,29,00,000, comprising of 82,90,000 Equity shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Ramkripal Verma and Mr. Deepak Modi were appointed as Independent Director of the Company w.e.f. 14th July, 2014 for term up to 5 (five) years in 32nd Annual General Meeting.

Further, Board of Directors of the Company appointed Mr. Sanjay Talati as an Additional Directors of the Company w.e.f. 14th July, 2014, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and also appointed him as a Whole-time Director of the Company for a period of 5 (five) year. The Shareholders of the Company has approved the terms and conditions at their Annual General Meeting.

Mr. Anup Kailashchandra Kedia and Mr. Vishnu Kailashchandra Kedia resigned from Directorship of the company w.e.f. 14th July, 2014.

Further, Mr. Sanjay Talati (DIN: 06927261), Whole-time Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

During the year under review, Mr. Sanjay Talati, Whole-time Director of the Company, has been appointed as Chief Financial Officer of the Company with effect from 31st March, 2015.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2103, the Board of Directors of the Company hereby confirms that:

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

(b) 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 and 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 this Act 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 a going concern basis; and

(e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year.

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

10. RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2014-15 the particulars as required in form AOC-2 have not been furnished.

11. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

During the year 6 (Six) Board Meetings were held during the year ended March, 2015, the dates of which are 29th May 2014, 14th July 2014, 13th August 2014, 12th November 2014, 13th February 2015, 31st March 2015.

Name of the Directors No. of Board Meetings attended

Mr. Kailashchandra Kedia 6

*Mr. Anup Kailashchandra Kedia 2

**Mr. Vishnu Kailashchandra Kedia 2

Mr. Ramkripal Verma 5

Mr. Deepak Modi 5

Mr. Sanjay Talati 5

* Mr. Anup Kailashchandra Kedia resigned from Directorship of the company w.e.f. 14th July, 2014.

** Mr. Vishnu Kailashchandra Kedia resigned from Directorship of the company w.e.f. 14th July, 2014.

12. CONSTITUTION OF AUDIT COMMITTEE:

During the financial year under review the audit committee of the Company was reconstituted in order to comply with Section 177 of the Companies Act, 2013 and clause 49 of Listing Agreement. The Audit Committee comprises of experts specializing in accounting / financial management.

During the Financial Year 2014-15, Three (3) meetings of the Audit Committee were held on, August 13 2014, November 12 2014 and February 13 2015. The time gap between any two meetings was not more than 4 months and the Company has complied with all the requirements as mentioned under the Listing Agreement and the Companies Act, 2013.

Details of the composition of the Committee and attendance during the year are as under:

Name of the Director Category No. of Meetings Attended

Mr. Deepak Modi Chairman & Independent Director 3

Mr. Ramkripal Verma Member & Independent Director 3

Mr. Sanjay Talati Member & Director & CFO 3

The terms of reference of the Audit Committee were enlarged by the Board in order to cover the matters specified under revised Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/removal of Auditors, reviewing of company's results, evaluation of Independent Directors performances, etc.

13. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration committee of the Company shall perform such role and duties as mentioned in Section 178 of the Companies Act, 2013 and revised listing agreement. The Nomination and Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.

During the Financial Year 2014-15, Four (4) meetings of the Committee were held on, July 14, 2014, August 13 2014, November 12 2014 and on March 31st 2015.

Details of composition of the Committee and attendance during the year are as under:

Name of the Members of Category No. of Meetings Committee Attended

Mr. Deepak Modi Chairman & Independent Director 4

Mr. Ramkripal Verma Member & Independent Director 4

Mr. Sanjay Talati Member & Director & CFO 4

14. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members.

S.N. Name of Directors Designation Remuneration (In Rs.)

1 Mr. Sanjay Talati Executive Director NIL & CFO

2 Mr. Kailashchandra Kedia Executive Director NIL

15. STAKEHOLDER RELATIONSHIP COMMITTEE:

Four (4) meetings of the Committee were held during the year 2014-15 on, August 13 2014, November 12, 2014, February 13, 2015 and March 31st 2015. The details of composition of the Committee and attendance during the year are as under:

Name of the Members of Category No. of Meetings Committee Attended

Mr. Deepak Modi Chairman & Independent Director 4

Mr. Ramkripal Verma Member & Independent Director 4

Mr. Sajay Talati Member & Director & CFO 4

The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee reviews Shareholder's / Investor' s complaints like non- receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The total numbers of complaints received during the year were Nil and there was no pending complaint as on 31st March, 2015. The Company did not receive any transfer requests and hence no request was pending for approval as on March 31,2015.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement, 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 Committees. The Directors expressed satisfaction with the evaluation process.

17. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Listing Agreement.

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

19. STATUTORY AUDITORS' AND AUDITORS' REPORT

At the 32nd Annual General Meeting held on September 22, 2014, M/s. ABN & Co., Chartered Accountant (Firm Reg No: 004447C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2019. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. ABN & Co., Chartered Accountant, as Statutory Auditors of the Company, is placed for Ratification by the Shareholders. In regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies act, 2013.

20. APPOINTMENT OF COMPANY SECRETARY

The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

22. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), IF ANY, OF THE COMPANIES ACT, 2013:

Re: Pursuant to Section 134(3)(f)(i)

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company. Re: Pursuant to Section 134(3)(f)(ii) (Secretarial Audit Observations) :

a) The Company is in process of appointment of Company Secretary,

b) During the year under review Ms. Priti Malpani was proposed to be appointed as woman Director. However due to some technical snag the Director Identification Number could not be obtained. However the Company is taking all relevant effective steps to comply with the applicable provisions of the Act.;

c) The Company is in process of appointment of Internal Auditor of the Company,

d) The Company is in process of appointment of Non Executive Director in order to comply with Clause 49 of Listing Agreement and Section 178 of Companies Act, 2013 i.e to form proper composition of Nomination and Remuneration Committee.

23. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

24. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

25. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shyamkamal.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

26. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

27. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31st March, 2015, there were no outstanding deposits.

28. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

29. INSURANCE

The properties/assets of the Company are adequately insured.

30. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement in not applicable to your company as Company's Paid up equity capital is below Rs. 10 Crores and Networth is below Rs. 25 Crores.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations form a part of this Annual Report.

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is applicable and hence disclosures required therein are not applicable to the Company.

During the year, the total foreign exchange used was Rs.NIL and the total foreign exchange earned was Rs. NIL

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

34. GENERAL

During the year ended 31st March, 2015, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

35. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Place: MUMBAI KAILASHCHANDRA KEDIA Date: August 13, 2015 CHAIRMAN [DIN:01292825]

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Mar 31, 2014

Dear Members,

The Directors present the 32nd Annual Report together with the Audited financial Statement for the financial year ended March 31,2014.

FINANCIAL RESULTS:

The Financial Results for the year ended March 31,2014 are summarized below:

(Rs. in Lacs)

Particulars F.Y. 2013-14 F. Y. 2012-13

Revenue from operation 370.63 28.70

Other Income 150.60 20.47

Total Income 521.23 49.17

Expenditure (before depreciation) 824.39 21.89

Profit/(Loss) before Depreciation and Taxes (303.24) 27.34

Less: Depreciation 0.05 0.05

Profit/(Loss) before Taxation (303.19) 27.29

Less: Provision for Tax

* Current Taxes 0.01 2.70

* Previous year taxes 0 0

Profit/(Loss) after Taxation (303.18) 24.59

Balance brought forward 27.84 3.18

Add: Net Profit/(Net Loss) for the year (303.18) 24.59

Balance Carried to Balance Sheet (275.34) 27.77

Earnings per equity share (Rs. per share)

* Basic (11.47) 10.25

* Diluted (11.47) 10.25

PERFORMANCE:Your company is engaged in the trading of securities and investments activities and during the year under review, the Company has posted total Income of Rs. 5,21,24,567/- as against total Income of Rs. 49,17,717/- in the corresponding previous year. Net Loss after Tax for the year under review was Rs. (3,03,18,277)/- as against Net Profit after Tax of Rs. 24,58,895/- in the corresponding previous year.

FUTURE PROSPECTS:

The Company is under the process of identifying companies with sound fundamentals for investment purposes and also company is considering entering the space of financing activities to corporates and others with good track record and projects.

DIVIDEND:

In view of the losses incurred during the year under review, your Directors think fit not to recommend any dividend for the year under review.

SHARE CAPITAL:

During the financial year, your Company has increase Authorised share capital from Rs. 25,00,000/- (Rupees Twenty Five Lacs only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

Furth, your company has made the allotments of 80,50,000 Equity shares of face value of Rs. 10/-(Rupees Ten only) each at par on preferential basis.

In view of the above allotments, the outstanding shares of the company during the year has increased from 2,50,000 Equity shares of Rs. 10/ - each to 82,90,000 Equity shares of Rs. 10/- each.

AUDITORS:

M/s. Rajendra Shah & Associates, Chartered Accountants, statutory auditors of the Company, has shown their unwillingness to get reappointed as Statutory Auditors for next term. Consequently, Board has approached M/s. ABN & Co., Chartered Accountants, Mumbai, for their eligibility to get appointed as Statutory Auditors of the Company, subject to member''s approval in the ensuing Annual General Meeting.

Further, M/s. ABN & Co., Chartered Accountants, Mumbai, has forwarded their eligibility certificate pursuant to section 139(1) of the Companies Act, 21013.

The Board places on record its appreciation of the services rendered by M/s Rajendra Shah & Associates.

Further, the members are requested to appoint auditors and to fix their remuneration.

AUDITORS'' REPORT:

The Report of the Auditors of the Company is self explanatory and do not call for any further explanation by the Board of Directors.

DIRECTORS:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ramkripal Verma and Mr. Deepak Modi were appointed as an Additional Directors designated as an Independent Director of the Company w.e.f. 14th July, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting.

The Company has received requisite notice in writing from a member proposing Mr. Ramkripal Verma and Mr. Deepak Modi for appointment as an Independent Director.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and they are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint Mr. Ramkripal Verma and Mr. Deepak Modi as an Independent Director of the Company under Section 149 of the Companies Act, 2013 for term up to 5 (five) years, respectively, in ensuing Annual General Meeting.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, Board of Directors of the Company appointed Mr. Sanjay Talati as an Additional Directors of the Company w.e.f. 14th July, 2014, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and also appointed him as a Whole-time Director of the Company, subject to approval of the members of the Company in ensuing Annual General Meeting, for a period of 5 (five) year.

The Company has received requisite notice in writing from a member proposing Mr. Sanjay Talati for office of Director.

During the year under review, Mr. Anup Kailashchandra Kedia and Mr. Vishnu Kailashchandra Kedia resigned from Directorship of the company w.e.f. 14th July, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the erstwhile Companies Act, 1956 with respect to the Directors'' Responsibilities Statement, it is hereby confirmed:-

i) that in the preparation of the annual accounts for the year 2013-14, the applicable accounting standards have been followed and there are no material departures;

ii) that 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 statement at the end of the financial year and of the profit & loss for that financial year;

iii) that the directors have 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;

iv) that the directors have prepared the Annual Accounts of the company on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year ended March 31,2014.

DETAILS OF EMPLOYESS UNDER THE COMPANIES (PARTICULARS OF EMPLOYEES) RULE 1975 (AS AMENDED UPTO DATE):

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2014 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

The provision of Section 217(1)(e) of the erstwhile Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1998, are not applicable to the Company as the Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the year under the review.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Auditors of the Company, M/s. Rajendra Shah & Associates, Chartered Accountants, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the Listing Agreement with The Stock Exchanges is enclosed to this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

COMMITTEES:

In accordance with provision of Companies Act, 2013, the Board of Directors of the Company has constituted committees viz, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

The constitution of the Audit Committee is as follows:

Mr. Deepak Modi - Chairman, Non Executive Independent

Mr. Ramkripal Verma - Member, Non-Executive Independent

The constitution of the Stakeholders Relationship Committee cum Share Transfer/Investor Grievance Committee is as follows:

Mr. Ramkripal Verma - Chairman, Non Executive Independent

Mr. Deepak Modi - Member, Non-Executive Independent

Mr. Sanjay Talati - Member, Executive

The constituted Nomination and Remuneration Committee is as follows:

Mr. Deepak Modi - Chairman, Non Executive Independent

Mr. Ramkripal Verma - Member, Non-Executive Independent

Mr. Sanjay Talati - Member, Executive

LISTING:

At present, 82,90,000 Equity Shares of the Company are listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the applicable Annual listing fees to the BSE for the year 2014-15.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with activated ISIN- INE203N01015, the shareholders have option to dematerialize their shares with CDSL as well as NSDL.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude and thanks to the esteemed clients, Members, Banks, SEBI (Securities and Exchange Board of India), Bombay Stock Exchange Limited, Central, State and Local Government for their continued support and cooperation.

For and On behalf of the Board of Directors

Place: Mumbai Date: 13/08/2014 Director

Director

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Mar 31, 2013

The Directors have pleasure in presenting their Annual Report of the Company Audited accounts for the year ended 31st March, 2013.

Financial Results :

During the year under review the Company has earned Profit of Rs.24,58,895/- compared to Previous Year''s Net loss of Rs. 3,93,257/- after making Provision for Taxation.

Dividend :

In order to conserve resources of the company, Your Directors do not propose any dividend for the year ended 31st March, 2013.

Public Deposits :

During the year under review, Your Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

Directors :

Your Directors confirm that none of them is disqualified as on 31st March, 2013 from being appointed as director of the company within the meaning of section 274 (1) (g) of the Act, as amended to date.

Auditors :

M/s. Rajendra Shah & Associates, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible, has consented to act as the Statutory Auditors of the Company, if re-appointed.

You are requested to appoint the Statutory Auditors for the Financial Year 2013-2014 and authorize the Board of Directors to fix their remuneration.

Particulars Of Employees :

There are no employee drawing remuneration more than the limit prescribed in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Report of Board of Directors) Rules, 1988. Therefore no information is provided in this report.

Listing agreements requirements:

The securities of your company are listed at Bombay Stock Exchange Limited

Buy-Back Of Shares

There was no buy-back of shares during the year under review.

Secretarial Compliance Certificate

Your directors attach the Compliance Certificate issued by Practicing Company Secretaries, as per the proviso Under Section 383A of the Companies Act, 1956.

Energy Conservation, Technology Absorption And Foreign Exchange :

Details regarding conservation of energy pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earning and out go are not given since the Company is not scheduled industries pursuant to the said rule. The Company has neither earned nor spent any foreign exchange during the year under review.

Directors Responsibility Statement :

The Directors of the Company confirm pursuant to Section 217(2AA) of the Companies Act, 1956 that:

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

2. They 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 of the Company for that year;

3. They 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;

4. They had prepared the annual accounts on a going concern basis.

Your directors have noted the contents of the Auditor''s Report on the Financial Accounts for the year ended 31st March, 2013. The same is self-explanatory

Acknowledgment:

Your Directors acknowledges with gratitude and wish to place on record, their appreciation for the support and co-operation received by the Company from the various Government authorities, Bankers and Shareholders during the year.

For and on behalf of the Board

Sd/-

Directors

Place: Mumbai

Date: 24/05/2013

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Mar 31, 2009

Dear Members,

The Directors have pleasure in presenting their Annual Report of the Company Audited accounts form year ended 31st March,2909.

Financial Results:

During the year under review the Company has incurred Net Loss of Rs. 7,64,182/- compared to Previous Year's Net Loss of Rs; 9,98,738/- after making Provision for Taxation; amounting to Rs. 356/-.

Dividend::

In order to conserve the resources of our Company, your Directors do not propose any dividend for the year ended 31a March, 2009.

Public Deposit

During the year under review, Your, Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

Director

Your Directors confirm that none of them is disqualified as on 31st March, 2009 from being appointed as director of the company within ihe meaning of section 274 (1) (g) of the Act, as amended; to date:

Auditors:

M/s. Rajendra Shah & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General meeting and being eligible, has consented to act as the Statutory Auditors of the Company, if Te-appointed.

You are requested to appoint the Statutory Auditors for the Financial Year 2009-2010 and authorize the Board of Directors to fix than remuneration.

Particulars Of Employees:

There are no employee drawing remuneration more than the limit prescribed in Section 217 (2A) of the Companies Act 1356 read with me Companies(Particulars Report of Board of Directors) Rules, 1988. Therefore no information is provided in this report.

Energy Conservation Technology Absorption and Foreign Exchange

Details regarding conservation of energy pursuant to section 217 (J) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange: earning and out go are-not given since the Company is not scheduled mudstones pursuant to the said rule. The Company has neither earned nor spent any foreign exchange during the year under review.

The Directors of the Company confirm pursuant to Section 217(2AA) of the Companies Act 1956 mat

5. In the preparation of the Annual Accounts, the applicable accounting standards had been followed: along with proper expiration relating to material debentures

6. They 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 prolife of- the Company for that year.

7. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of mis Act for safeguarding the assets of the Company and foe preventing And detecting fraud aid other irregulations.

8. They had prepared me annual accounts on a going concern basis.

Auditors Report

Your directors have noted the contents of the Auditor's Report on the Financial Accounts for the year ended 31st March, 2009. The same is self-explanatory

Acknowledgement

Your Directors acknowledges with gratitude and wish to place on record, their appreciation for the support and co-operation received by the Company from the various Government authentic% bankers and Shareholders & during, the year.

For and on behalf of the Board

Director

Place: Mumbai Date : 28/08/2009