Directors Report of Sita Shree Food Products Ltd.

Mar 31, 2014

The Members,

Sita Shree Food Products Limited Indore

The Directors of your company are pleased to present the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2014;

FINANCIAL RESULTS

(Rs. In Lacs) Year ended Year ended 31/03/2014 31/03/2013

Income from operation 49319.80 21303.60

Profit/loss before providing 2044.05 730.110 Depreciation and Interest

Less: Depreciation 305.06 88.82

Interest 1438.11 557.06

Profit/loss Before Taxation 300.88 84.21

Less: Provision for Current Taxation 55.66 15.58

Deferred Tax Liability 145.12 154.36

Profit /Loss after Taxation 100.10 (85.72)

WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is increased from Rs. 21303.60 Lacs to Rs. 49319.80 Lacs and resulting in profit of Rs. 100.10 Lacs against the loss of Rs. 85.72 Lacs in the previous year. Company is having profit of Rs. 300.88 Lacs before the tax. There is significant increase in depreciation and finance cost during the year because of commencement of new Soya Plant of the Company. Soya plant had started its commercial production from 06.02.2013, i.e.in the year 2012-13. Also the company has established Oil Refinery Plant, Lecithin Plant, Acid Oil Plant and Fatty Acid Plant which has started its commercial production from 08th May 2014. Your Directors are confident and trying hard to increase the profitability during the current financial year with dedicated efforts of the management and with improving ability to source raw materials required from multiple sources in a timely and cost effective manner, with reduced dependence on third parties. SSFPL has received benefit of Entry Tax & Sales Tax exemption from State Government for its Soya Plant.

FUTURE DEVELOPMENT AND ACTIVITIES:

Oil Refinery Plant, Lecithin Plant, Acid Oil Plant and Fatty Acid Plant of the Company situated at Barlai Jagir was completed in the month of May 2014 which had a capacity of 200 TPD. Internal crued generation capacity of 600 TPD from Soya extraction plant is 108 TPD only, so to fulfil the requirement of 200 TPD, company has plan to import Degum from the overseas market.

To promote and develop our brand, company has planned to start packings of Soya Refined Oil in 1 Kg/ 5 Kg/ 10 Kg & 15 Kg consumer packs which will increase the margin and establish the brand of the company.

The Hon''ble High court of Madhya Pradesh, bench at Indore has approved the Scheme of Amalgamation of M/s GG Real Estate Private Limited (100% subsidiary) with the Company under section 391-394 of the Companies Act 1956 in the hearing held on 18th November 2014.

Due to the amalgamation, net worth of the company will increase and all the financial results of the company will be restated from 01st April 2012 as the appointed date is 01st April 2012.

SUBSIDIARY COMPANY:

Company has acquired 100% snares of M/s GG Real Estate Pvt. Ltd., a Company engaged in the business of real estate. Company has developed a multistory residential building at Indore and maximum number flats of the building have been sold.

EVENT OCCURRING AFTER BALANCE SHEET DATE:

Amalgamation of M/s GG Real Estate Pvt. Ltd with its holding company M/s Sita Shree Food Products Ltd is approved by the Hon''ble High court at Indore in the hearing held on 18 November 2014.

GROUP:

Pursuant to information from promoters, name of the promoters and entities comprising the ''Group'' are disclosed as below for the purpose of SEBI (Substantial Acquisition of Shares and Takeover) Regulation 1997:-

Persons constituting group coming within the definition of "Group" for the purpose of Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Sr. Name the Entity No.

1. Anoop Foods Limited

2. Chandrika Agri Commodities Private Limited_

3. GG Real Estate Private Limited

4. Sitashree Marketing Limited

5. Kashiya Exports Private limited_

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend any dividend for the year.

PREFERENTIAL ALLOTMENT:

During the year Company has converted Convertible Warrants into 5797374 equity shares to non- promoters at price of Rs. 15/- per warrant and 6,202,626 Convertible Warrants were cancelled and forfeited out of 1,20,00,000 warrants issued earlier. Each warrant have right to convert into one equity share of the Company. The Convertible Warrants which were cancelled and forfeited was due to short payment. The "In-principle" approval has already been obtained for the same from NSE and BSE. The listing of the above equity shares is still pending.

Also, Preference shares on preferential basis of Rs. 21 Crores divided into 2.1 crore preference shares of Rs. 10/- each and shall be Non-Convertible, Non-cumulative and Redeemable after 18 years but within 20 years from the date of allotment thereof and shall carry 0% Dividend on such shares Preference Shares. Initially the terms of issue of 2,10,00,000 preference shares was Non Convertible, Non Cumulative, Redeemable after 5 five Years but within 20 years carrying 0% Dividend Preference Shares of Rs. 10/- but to serve the requirement of the company the period was changed from 5 years to 18 Years but within 20 Years.

DIRECTORS:

During the year under report Mr. Ashish Goyal, the Director of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment and also his appointment as the Joint Managing Director of the company have been included in the Notice of Annual General Meeting for the approval of members.

Appointment of Mr. O. P. Tiwari as the Additional, Non- Executive, Independent Director was confirmed by the Board of Director vide their meeting held on 14.02.2014 and appointment of Mrs. Anshu Goyal as the additional director was confirmed by the Board of Director vide their meeting held on 30.05.2014 and as they can hold office upto the date of AGM, their re-appointment needs to be confirmed in the AGM . Related resolutions have been attached to the notice of the AGM for approval of shareholders with explanatory statement.

Mr. Anoop Goyal, Whole- Time Director of the company has been appointed as the Chief Financial Officer (CFO) of the company w.e.f. May 30th, 2014.

DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year.

PARTICULARS OF EMPLOYEES:

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or more.

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

Particulars with respect to conservation of energy is annexed in Form-A and form an integral part of this report for the year ended 31st March, 2014. Also, the company has started Oil Refinery Plant, Lecithin Plant, Acid Oil Plant and Fatty Acid Plant situated at Barlai Jagir which has a capacity of 200 TPD. Alfa Level, MNC has launched this separator for the first time in India with improved oil quality at least cost.

Further, Company has earned foreign exchange (CIF Value of goods Export) equivalent to Rs. 4510.26 Lacs for the year and foreign exchange outgo is 1969.41 Lacs for the year.

AUDITORS REPORT:

The Auditors, in their report have referred to the Notes forming part of the Account, considering the principle of the materiality; the notes are self explanatory and need no comments.

AUDITORS:

M/s M.K. Shah & Associates, Chartered Accountants, auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment. Board has proposed his reappointment for next three years, i.e. upto F.Y. 2016-17.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

DEMAT STATUS

The company''s shares are presently held in both electronic and physical modes. AMALGAMATION

The Hon''ble High court at Indore has approved the Scheme of Amalgamation of M/s GG Real Estate Private Limited (100% subsidiary) with the Company under section 391-394 of the Companies Act 1956. Accordingly, the financial statements of the companies shall require the revision with effect from the appointed date, i.e., 01.04.2012.

EMPLOYEES RELATIONS

Employee''s relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at factory and office premises and achieved commendable progress.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31st, 2014:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 for the year ended March 31st, 2014 and the profit and loss Account of the Company for that period.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the Union Bank of India and State Bank of India for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders, investors, employees and workers of the company which had always been a source of strength for the Company.

Place: INDORE For & On Behalf of the Board Dated: 27.11.2014

DINESH AGRAWAL ASHISH GOYAL Managing Director Whole-Time Director DIN: 00348853 DIN: 00144899

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Mar 31, 2013

To, The Members of Sita Shree Food Products Limited Indore

The Directors of your company are pleased to present the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2013;

FINANCIAL RESULTS

(Rs. In lacs)

Year ended Year ended 31/03/2013 31/03/2012

Income from operation 21303.60 14425.08

Profit/loss before providing 30110 50015 Depreciation and Interest

Less: Depreciation 88.82 48.78

Interest 557.06 293.64

Profit/loss Before Taxation 84.21 157.73

Less: Provision for Current Taxation 15.58 58.36

Deferred Tax Liability 154.36 0.00

Profit/Loss after Taxation (85.72) 99.37

WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is increased from Rs. 14425.08 Lacs to Rs. 21303.60 Lacs but resulting, loss against the profit of Rs. 99.37 Lacs of previous year to Rs. (85.72) Lacs. Company is having profit of Rs. 84.21 Lacs before the tax. Loss is occurred due to provision of Deferred Tax Liability made during the year. There is significant increase in depreciation and finance cost during the year because of commencement of new Soya Plant of the Company. Soya plant had started commercial production from 06.02.2013 during the year. Your Directors are confident and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

FUTURE DEVELOPMENT AND ACTIVITIES:

In Soya Extraction Plant at Barlai Jangir, commercial production has started as on 06/02/2013 the Extraction plant is completed and Refinery is expected to be completed by December 2013. Board of Directors has also approved the Scheme of Amalgamation of M/s GG Real Estate Private Limited (100% subsidiary) with the Company. In principle approval from NSE and BSE is also received under clause 24(f) of the Listing Agreement. Company also applied to secured creditors for their consent for the said amalgamation and also in process of filling an application with Hon''ble High Court of Madhya Pradesh for approval under section 391 and 394 of the Companies Act 1956.

SUBSIDIARY COMPANY:

Company has acquired 100% shares of M/s GG Real Estate Pvt. Ltd., a Company engaged in the business of real estate. Company has developed a multistory residential building at Indore and maximum number of flats of the building has been sold. Now Board has decided to amalgamate its subsidiary with Sita Shree Food Products Ltd., process is already started.

GROUP:

Pursuant to information from promoters, name of the promoters and entities comprising the ''Group'' are disclosed as below for the purpose of SEBI (Substantial Acquisition of Shares and Takeover) Regulation 1997:-

Persons constituting group coming within the definition of "Group" for the purpose of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Sr. No. Name the Entity

1. Anoop Foods Limited

2. Chandrika Agri Commodities Private Limited

3. GG Real Estate Private Limited

4. GG Infra Private Limited

5. Sitashree Marketing Private Limited

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend any dividend for the year under review. Company is having net loss due to heavy deferred tax liability but having cash profits during the year.

PREFERENTIAL ALLOTMENT:

During the year Company has issued 1,20,00,000 Convertible Warrants to non-promoters at price of Rs. 15/- per warrant. Each warrant have right to convert into one equity share of the Company.

DIRECTORS:

During the year under report Mr. Suresh Narayan Wagh and Mr. Ganesh Prasad Sharma, the Directors of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of Annual General Meeting for your approval.

Re-appointment of Mr. Dinesh Agrawal as Chairman and Managing Director and Mr. Ashish Goyal were confirmed by the Board of Director vide their meeting held on 30.05.2013 w.e.f.

01.06.2013 and increase in remuneration of Mr. Anoop Goyal for remaining tenure was done also approved by the Board. Related resolutions have been attached to the notice of the AGM for approval of shareholders with explanatory statement.

DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year

PARTICULARS OF EMPLOYEES:

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or more.

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

Particulars with respect to conservation of energy is annexed in Part-A and form an integral part of this report for the year ended 31st March, 2013. Technology absorption pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is not applicable to us.

Further, Company has earned foreign exchange (CIF Value of goods Export) equivalent to Rs.813.33 Lacs for the year and foreign exchange outgo is 3213.81 Lacs for the year.

AUDITORS REPORT:

The Auditors, in their report have referred to the Notes forming part of the Account, considering the principle of the materiality; the notes are self explanatory and need no comments.

AUDITORS:

M/s M.K. Shah & Associates, Chartered Accountants, auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and are eligible, offers themselves for re-appointment.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

EMPLOYEES RELATIONS

Employee''s relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at factory and office premises and achieved commendable progress.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31,2013:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 for the year ended March 31, 2013 and the profit and loss Account of the Company for that period.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the Union Bank of India and State Bank of India for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

For & On Behalf of the Board

Dated: 12.11.2013 CHAIRMAN

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Mar 31, 2012

To, The Members of Sita Shree Food Products Limited

The Directors of your company are pleased to present the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2012;

FINANCIAL RESULTS

(Rs. In Lacs)

Year ended Year ended 31.03.2012 31.03.2011

Income from operation 14425.08 13864.88

Profit/loss before providing

500.15 409.68 Depreciation and Interest

Less: Depreciation 48.78 45.02

Less: Interest 293.64 212.43

Profit/loss Before Taxation 157.73 152.23

Less: Provision for Taxation 58.36 58.50

Deferred Tax Liability 0.00 0.00

Profit /Loss after Taxation 99.37 93.73

WORKING PERFORMANCE REVIEW:

During the financial year income of the company is increased from Rs. 13864.88 Lacs to Rs. 14425.08 Lacs resulting in increase in net profit from Rs. 93.73 Lacs to Rs. 99.37 Lacs. There is slight increase net profit of the Company. Increase in turnover is satisfactory as compare to growth in industry. Your Directors are confident and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

FUTURE DEVELOPMENT AND ACTIVITIES:

At upcoming Soya Extraction Plant at Barlai Jangir, civil construction is almost completed. Installation of Plant and Machinery is in process and the same is expected to be completed soon. All necessary permission and statutory licenses has been obtained. Company has increased plant capacity to 600 TPD from 500 TPD for Soya Extraction, Oil refinery to 200 TPD from 100 TPD and Lecithin Plant 5 TPD for powder and liquid both, earlier it was only for liquid and new plant will produce high protein products i.e. Badi, floor, lecithin powder and liquid, suitable for export. Earlier, in the prospectus, this plant was proposed with products which are not high protein products. Although said project was delayed, as proposed in prospectus of the Company, due to problems relating to land which was proposed in prospectus, for project. At that time this land was converted land and ready to be used for industrial purpose. But after some time before the starting of the project, Government change the land use of this land and therefore, industrial development could not be carried on the said land. Then Company started searching new and suitable land for the project, applied to various govt. authorities like DIC and MPAKVN, but no land was made available to us. Finally, Company purchased private land at Barlai Jangir at Kshipra nearby Indore and started required activities for setting up the proposed plant. Project cost is also gone up due to price escalation, capacity enhancement and acquisition of new land. Earlier project cost of Rs. 4812.92 Lacs and now it is Rs. 9687.23 Lacs. Production is expected by October 2012. Meanwhile proceed of the public issue was kept in fixed deposit and used for working capital requirements of the Company and now being utilized for the aforesaid purpose. Specific utilization details of fund are given in the notes of accounts of the Company. With increase in capacity and quality of products new plant is more viable in terms of technology, product and finance.

ISSUE OF FURTHER CAPITAL ON PREFERENTIAL BASIS:

Company has issued 1,20,00,000 Convertible Warrants on preferential basis pursuant to shareholders approval vide special resolution dated 30.06.2012, in order to meet fund requirement for new project, working capital requirement and retirement of unsecured loan. These Warrants are convertible in equal number of equity shares of the Company. Allotment of above warrants was done on 29.08.2012. This resolution is again put for reconfirmation and ratification of shareholders in ensuing AGM, due to some reason, specifically detailed in notice of the AGM.

SUBSIDIARY COMPANY:

Company has a 100% subsidiary company M/s GG Real Estate Pvt. Ltd., a Company engaged in the business of real estate. At present Company is developing a multistory residential building at Indore. Mr. Santosh Kumar Gupta, Independent non-executive Director of Company, has been appointed as Director on the Board of the M/s GG Real Estate Private Limited.

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend any dividend for the year under review. New project requires huge amount of capital. So, it is not advisable to have a dividend payout when a Project in need of huge capital requirement.

DIRECTORS:

During the year under report Mr. Santosh Kumar Gupta and Mr. Ashish Goyal, Directors of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of Annual General Meeting for your approval.

Mr. Anoop Goyal, proposed is appointed as Whole time Director of the Company w.e.f. 01.10.2011. Approval of shareholders for his appointment was duly taken in last Annual General Meeting.

Further, Mr. Kamlesh Jain, Independent Director of the Company has resigned from the Company w.e.f. from 24th July 2012. Board and Management of the Company is thankful to him for his services and guidance given by him during his tenor.

DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year

PARTICULARS OF EMPLOYEES:

Particulars of the employees, pursuant to Section 217 (2A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or more.

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

CONSERVATION OF ENERGY:

Particulars with respect to conservation of energy is annexed in Part-A and form an integral part of this report for the year ended 31st March, 2012.

TECHNOLOGY ABSORTION :

Company is applying best available technology for its existing manufacturing activity and upcoming soya extraction plant is also at par with best available technology in the Country. Technology of this plant is far ahead than as proposed in Prospectus for IPO.

FOREIGN EXCHANGE EARNING & OUTGO :

Further, Company has earned foreign exchange (CIF Value of goods Export) equivalent to Rs. 76.06 Lacs for the year and foreign exchange outgo is 515.38 Lacs for the year.

AUDITORS REPORT:

The Auditors, in their report have referred to the Notes forming part of the Account, considering the principle of the materiality; the notes are self explanatory and need no comments.

AUDITORS:

M/s M.K. Shah & Associates, Chartered Accountants, auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and are eligible, offers themselves for re-appointment.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

EMPLOYEES RELATIONS

Employee's relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at factory and office premises and achieved commendable progress.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31, 2012:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 for the year ended March 31, 2012 and the profit and loss Account of the Company for that period.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the State Bank of India and Union Bank of India for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

For & On Behalf of the Board

Dated: 29.08.2012 CHAIRMAN

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Mar 31, 2010

The Directors of your company are pleased to present the Directors Report together with the Audited Accounts and Report on Corporate Governance of the Company for the year ended 31st March, 2010;

FINANCIAL RESULTS

(Rs. In lacs) Yearended Yearended

31.03.2010 31.03.2009

Income from operation 13676.05 10687.68

Profit/loss before providing Depreciation and Interest 481.32 269.71

Less: Depreciation 42.01 41.83

Interest 259.06 150.73*

Profit/loss Before Taxation 180.24 77.15

Less; Provision for Taxation 61.25 39.00

Fringe Benefit Tax 0.00 0.67

Deferred Tax Liability 0.00 0.00

Profit /Loss after Taxation 118.99 37.48

WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is increased from Rs. 10687.68 Lacs to Rs. 13676.05 Lacs and resulting, increase in net profit from Rs. 37.48 Lacs to Rs. 118.99 Lacs. Your Directors are confident and trying hard to increase the profitability during the current financial year with dedicated efforts of the management.

FUTURE DEVELOPMENT AND ACTIVITIES:

As reported earlier Company has already purchased land at Barlai Jangir for our proposed plant and Company has also got the related approval for the same from concerned Govt, authorities. Site preparation is already started and construction of factory building is also starting in the month of September 2010. There is a delay in implementation and starting of this project. This is due to problems relating to land which was proposed in prospectus, for this project. At that time this land was converted land and ready to be used for industrial purpose. But after the some time before the starting of the project, Government changed the land use of this land and therefore industrial development could not be carried on said land. Then Company started searching new and suitable land for the project, applied to various govt, authorities like DIC and MPAKVN, but no land was made

available to us. Finally Company purchased private land at Barlai Jangir at Kshipra nearby Dewas and started required activities for setting up the proposed plant. Meanwhile proceed of the public issue was kept in fixed deposit and used for working capital requirements of the Company. Specific utilization details of fund are given in the notes of accounts of the Company.

Further, Company is planning to enter into the business of real estate, which the fastest growing sector in the country. Related resolution is given in notice of the meeting with explanatory statement for the perusal of the members.

DIVIDEND:

To conserve the resources of the Company, especially in view of the new project of the Company and to ensure better long term results your Directors are of the opinion to plough back the entire profits and do not recommend any dividend for the year under review. New project requires huge amount of capital. So, it is not advisable to have a dividend payout when a Project in need of huge capital requirement.

DIRECTORS:

During the year under report Mr. Ganesh Prasad Sharma and Mr. Santosh Kumar Gupta, the Directors of the Company would retire by rotation at the forthcoming Annual General Meeting of the Company. Proposals for their reappointment have been included in the Notice of Annual General Meeting for your approval.

Further, Ms. Neha Agrawal was appointed as Additional Director by the Board of Directors on 29.05.2010, she has resigned from the office of the Director of the Company w.e.f. 06.09.2010.

Tenure of Mr. Dinesh Agrawal, Managing Director of the Company was completed on 01.06.2010 and Board of Directors has re-appointed him as Chairman-cum-Managing Director of the Company w.e.f. 01.06.2010 at their meeting held on 29.05.2010. Necessary resolution for approval of members has been attached with the notice.

Tenure of Mr. Ashish Goyal, Whole time Director of the Company was completed on 01.06.2010 and Board of Directors has re-appointed him as Whole time Director of the Company w.e.f. 01.06.2010 at their meeting held on 29.05.2010. Necessary resolution for approval of members has been attached with the notice.

DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year

PARTICULARS OFEMPLOYEES:

Partic i i;. irs of the employees, pursuant to Section 217 (2 A) of the companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 is nil, as none of the employee has received remuneration of Rs. 2.00 Lacs per month orRs. 24.00 Lacs per year or more.

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

Particulars with re cct to conservation of energy is annexed in Part-A and form an integral part of this report for the year ended 3 T 1 arch, 2010. Technology absorption pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 is not applicable to us.

Further, Company has earned foreign exchange (CIF Value of goods Export) equivalent to Rs. 878.95 Lacs for the year and foreign exchange outgo is 3858.86 Lacs for the year.

AUDITORS REPORT:

The Auditors, in their report have referred to the Notes forming part of the Account, considering the principle of the materiality; the notes are self explanatory and need no comments.

AUDITORS:

M/s M.K. Shah & Associates, Chartered Accountants, auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and are eligible, offers themselves for re-appointment.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed.

EMPLOYEES RELATIONS

Employees relation continued to be cordial throughout the year. Your Directors wish to place on record their sincere appreciation for the excellent spirit with which the entire team of the Company worked at factory and office premises and achieved commendable progress.

DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on representation received from the operating management and after due enquiry, confirm in respect of the audited financial accounts for the year ended March 31,2010:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures.

2. That the Directors had, in consultation with the Statutory Auditors, 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 for the year ended March 31,2010 and the profit and loss Account of the Company for that period. .

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for and gratitude to the Union Bank of India, SSI Branch for their valuable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and investors, which had always been a source of strength for the Company.

For & On Behalf of the Board

Dated: 06.09.2010 CHAIRMAN