Directors Report of Siddha Ventures Ltd.

Mar 31, 2014

Dear members,

The Directors present the 23nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In lacs)

Particulars 31.03.2014 31.03.2013

Sales and Other Income 1.30 17.74

Total Expenditure 6.81 17.05

Operating Profit (PBIT) (5.51) 0.70

Less: Provision for Taxation

- Income Tax-Current 0.00 0.08

- Income Tax-Previous Year - -

Profit After Taxes (5.51) 0.62

Add: Deferred Tax assets/(Liabilities) (1.70) 0.13

Net Profit/(Loss) (Inch Deferred Taxes) (3.81) 0.49

Reserves & Surplus (328.34) (324.54)

Previous year''s figures have been regrouped/reclassified wherever necessary.

CAPITAL

The Share Capital of the Company remains unchanged during the year ended on 31st March''2014. REVIEW OF BUSINESS OPERATIONS, ACTIVITIES & FUTURE PROSPECTUS

During the year Company has not done any trading activities in equity shares. Besides, the Company had income from interest and dividend in the tune of Rs.i.30lacs. After meeting the expenses, the Loss was of Rs.3.8ilacs.

The consolidated revenue from operations of the Company for the year ended 31st March 2014 was Rs.i.3oLacs & after taxes & minority share interest a net loss was reported of Rs.4.42Lacs.

In pursuant to Clause-49 of the Listing Agreement with Stock Exchanges in India, Management''s Discussion and Analysis Report for the year under review, is annexed to this report.

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

DIRECTORS

Mr. Vivek Gupta, director of the Company has resigned w. e. f. 31st October'' 2013. The board has appointed Mr. Vinay Mimani, as an Additional Director of the Company w.e.f. 12th November'' 2013 and in terms of the provisions of Section 161(1) of the Act, he would hold office be up to the date of the ensuing Annual General Meeting.

The Company has received a notice, in writing from a member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of Mr. Vinay Mimani for the office of Director of the Company.

Mr. Vinay Mimani is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

The Company has received a declaration from Mr. Vinay Mimani that he meets with the criteria of impendence as prescribed both under section (6) of section 149 of the Act and under Clause 49 of the Listing Agreement.Mr. Vinay Mimani possesses appropriate skills, experience and knowledge; inter alia, in the field of finance and accounts.

In terms of the Articles of Association of the Company Mr. Sanjay Jain, Director retires at the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Sanjay Jain for appointment as Independent Director. The Company has received declarations from all 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 Stock Exchanges in India.

AUDITORS & AUDITORS'' REPORT

M/s. Damle Dhandhania & Co. Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing General Meeting and are eligible for re-appointment.

The Company has received the letters from them to the effect that their re-appointment, if made, would be with in the prescribed limits under Section i4i(3)g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

SUBSIDIARY COMPANIES

Your Company has one domestic subsidiary namely, Ever new Infracon Private Limited. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance of the Company. However, the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate audited annual accounts of the subsidiary to any member of the Company who asks it in a written request. The annual accounts of the subsidiary company is also available for inspection by any member of the Company at the company''s and/or the concerned Subsidiary''s registered office.

CONSOLIDATED FINANCIAL STATEMENT

In accordance With the Accounting Standards (AS)-2i on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

SECRETARY

The Company has unable to get a Company Secretary at a reasonable and affordable remuneration. To discharging the secretarial functions of the Company are done by its experienced executives in consultation with a firm of Company Secretary in practice.

DEMATERIALISATION OF SHARES

Approximately, 76.79%of the equity shares of the Share Capital of the Company already been dematerialized.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under clause-49 of the Listing Agreements forms part of the Annual Report. And the requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance.

FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed any deposits from public within the meaning of Section 58A, 58AA and other applicable provisions of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* In the preparation of the annual accounts, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act,1956, have been followed and there are no material departures from the same;

* The Directors have selected such accounting policies and applied them consistently in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

* The Directors have taken proper and sufficient care, to the best of their knowledge and ability, 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;

* The Directors have prepared the annual accounts of the Company on a ‘going concern'' basis. ACKNOWLEDGEMENTS

The Board of Directors would like to express their appreciation for the co-operation and continued support received from investors, its employees, regulatory authorities, bankers during the year under report. We look forward to their continued patronage and encouragement in our all future endeavour.

For and on behalf of the Board

Laxmipat Sethia

Kolkata, 31st May 2014 Managing Director

---

Mar 31, 2013

Your Directors present the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs.Inlacs)

Particulars 31.03.2013 31.03.2012

Sales and Other Income 17.74 18.59

Total Expenditure 17-05 17-63

Operating Profit (PBIT) 0.70 0.96

Less: Provision for Taxation

- Income Tax-Current 0.08 0.13

- Income Tax-Previous Year - -

Profit After Taxes 0.62 0.83

Add: DeferredTax assets/(Liabilities) 0.13 0.17

Net Profit/(Loss) (IncL Deferred Taxes) 0.49 0.66

Reserves & Surplus (324-54) (325.03)

Previous year*s figures have been regrouped/reclasfiified wherever necessary.

CAPITAL

The Share Capital of the Company remains unchanged during the year ended on3l*March''20i3.

REVIEW OF BUSINESS OPERATIONS, ACTIVITIES & FUTURE PROSPECTUS

During the year Company''s main income derived from trading activities in equity shares. Besides, the Company had also income from interest and dividend. After meeting fixed over heads, the profit before taxes was Rs.o.70lacs and after taxes the profit was Rs,o.49lacs. Due to brought forward losses and unabsorbed depreciation, MAT of Rs.0.081acs has been provided. The net worth of the Company as at 31.03.2013 after adjusting aforesaid profit was negative.

Your Directors has always keeping their endless efforts towards performance of the Company and expected a better financial environment and business growth in coming years.

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

DIRECTORS

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vivefc Gupta, retires by rotation and is eligible for reappointment The brief particulars of the Director of the Company, retiring by rotation and proposed to be reappointed at the ensuing Annual Genera] Meeting is part of the notice

AUDITORS & THEIR REPORT

M/s. Damle Dhandhania & Co. Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received the certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limits prescribed under Section 224(i-B) of the Companies Act,i956.

Reports of the Auditors, when read together with the relevant Notes to the Accounting Policies, are self explanatory.

SUBSIDIARY COMPANIES

Your Company has one domestic subsidiary namely, Evernew Infracon Private Limited. In compliance to the circular and directions issued by the Ministry of Corporate Affairs vide its General Circular No-2/20ii file N0.51/12/2007-CL-III dated 8th February 2011, under Section 212(8) of the Companies Act, 1956 to grant a general exemption from attaching the financials along with the Directors'' Report and the Auditors'' Report of the subsidiary companies to the financials of the holding company on fulfillment of certain conditions, the Company has attached a summary of the financial statements of the subsidiary company.

As per Clause -32 of the listing Agreement the consolidated financial statements of the Company with its subsidiary form part of the Annual Report. The copies of the audited annual accounts of the Company''s subsidiary and other related documents can also be sought by any member of the Company on making a written request to the Company in this regard. The annual accounts of the subsidiary company is also available for inspection by any member of the Company at the company''s and /or the concerned Subsidiary''s registered office.

REVIEW OF OPERATIONS OFTHE SUBSIDIARY COMPANY

M/s. Evernew Infracon Private Limited, incorporated on 27th February 2013 having Share Capital of Rs.1,00,000/-divided into 10,000 equity shares of nice value of Rs.10/- each. The main object of the Company is to investment in real estate businesses and other related businesses. It has ''NIL'' income and expenses were Rs.0.12lacs during the year under report. It has not done any business activity during the year under consideration.

SECRETARY

The Company has unable to get a Company Secretary at a reasonable and affordable remuneration. To discharging the secretarial functions of the Company arc done by its experienced executives in consultation with a firm of Company Secretary in practice.

MATERIALISATION OF SHARES

Approximately, 76.763!^ the equity shares of tie Share Capital of the Company already been dematerialized.

CAPITAL REDUCTION

The proposal made for reduction of Share Capital U/s.100 to 101 of the Companies Act, 1956 under Clause 24(f) of the listing agreement is pending.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis have been annexed with this report and Corporate Governance as separate sections. Auditors'' Certificate on the Corporate Governance is also annexed with this report.

FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed any deposits from public within the meaning of Section 58A, 58AA and other applicable provisions of the Companies Act, 1956.

Pursuant to Section 2i7(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, confirm that:

- In the preparation of the final accounts, the applicable Accounting Standards have been followed and that there arc no material departures;

- They have, in selection of the accounting policies, consulted the Statutory Auditors and haw 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;

- They have taken proper and sufficient care, to the best of their knowledge and ability, for maintenance of adequate accounting records in accordance with the provisions of the Companies Act,i956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- They have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank to investors, shareholders under managemcnt^all its dedicated employees, regulatory authorities, bankers for their co-operation and continued support. We look forward to their continued patronage and encouragement in our all future endeavour.



For and on behalf of the Board



Laxmipat Sethia

Kolkata, 30th May 2013 Managing Director

---

Mar 31, 2012

The Directors present the 21st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in lacs)

Particulars 31.03.2012 31.03.2011

Sales and Other Income 18.59 65.07

Total Expenditure 17.63 64.28

Operating Profit (PBIT) 0.96 0.79 Less: Provision for Taxation

- Income Tax-Current 0.13 0.00

- Income Tax-Previous Year - (0.02)

Profit After Taxes 0.83 0.81

Add: Deferred Tax assets/(liabilities) 0.17 (0.47)

Net Profit/Loss) (Incl. Deferred Taxes) 0.66 1.28

Reserves & Surplus (325.03) (325.69)

Previous year's figures have been regrouped/ reclassified wherever necessary.

CAPITAL

The Share Capital of the Company remains unchanged during the year ended on 31st March' 2012.

REVIEW OF BUSINESS OPERATIONS

Your Company has posted net profit from its operations to Rs. 0.83 Lacs after taxes.

BUSINESS ACTIVITIES & FUTURE PROSPECTUS

Since its inception, the Company had mainly involved in share trading and broking business and had faced losses. Due to poor financial conditions and uncertainty, the Company has surrendered its NSE membership and stopped its share broking activities. The Company is also member of OTCE1 exchange, bill broking or trading activity has never be done by the Company in absence of fund.

The current business strategies and policies and streamlining of its operations will bring about efficiency and reducing, costs at priority. Your Directors expected that a better performance & financial condition will be developed of the Company in near future The Directors are always keeping their efforts and attention towards the growth of the business of the Company.

DIVIDEND

In view of carry forward losses, the Board regrets to recommend any dividend for the year,

DIRECTORS

As per the provisions, of the Companies Act, 1956 and Articles of Association of the Company,

Mr. Siddharth Sethia retires by rotation and is eligible for reappointment. The brief particulars of the Director of the Company, retiring by rotation and proposed to be reappointed at the ensuing Annual General Meeting is part of the notice.

AUDITORS & THEIR REPORT

M/s. Damle Dhandhania & Co. Chartered Accountants, the Statutory Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received the certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

Reports of the Auditors, when read together with the relevant Notes to the Accounting Policies, are self explanatory.

SECRETARY

The Company has unable to get a Company Secretary at a reasonable and affordable remuneration. To discharging the secretarial functions of the Company are done by its experienced executives in consultation with a firm of Company Secretary in practice.

DEMATERIALISATION OF SHARES

Approximately, 76.59% of the equity shares of the Share Capital of the Company already been dematerialized.

CAPITAL REDUCTION

The proposal for reduction of Share Capital U/s.100 to 101 of the Companies Act, 1956 under Clause 24(f) of the listing agreement to rationalize its Capital with brought forward losses of the Company has not yet confirmed.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis have been annexed with this report and Corporate Governance as separate sections. Auditors' Certificate on the Corporate Governance is also annexed with this report.

FIXED DEPOSIT

During the year, your Company has neither invited nor accepted/renewed any deposits from public within the meaning of Section 58A, 58AA and other applicable provisions of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 2l7(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

- In the preparation of the final accounts, the applicable Accounting Standards have been followed and that there are no material departures;

- They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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;

- They have taken proper and sufficient care, to the best of their knowledge and ability, for 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;

- They have prepared the annual accounts on a going concern basis,

ACKNOWLEDGEMENTS

The Board would like to place on record its appreciation and thanks to all its employees for their dedication and contribution towards the Company's performance. The Board also thanks its investors, regulatory authorities, bankers for their business and support it has received from them.

For and on behalf of the Board

Sd/- Laxmipat Sethia Managing Director

Kolkata, 30th May 2012