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Directors Report of Magellanic Cloud Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting their 42^nd Annual Report along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2023 of Magellanic Cloud Limited "the Company").

FINANCIAL RESULTS

The summarized financial performance of the Company for the FY 2022-23 and FY 2021-22 is given below:

[Amount in lakhs]
Particulars	Stand	alone	Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	5471.17	1626.48	42746.88	25267.76
Other Income	139.34	141.34	1910.33	3009.68
Total Revenue	5610.51	1767.82	44656.91	28277.44
Total Expenses	4039.53	1342.86	35278.86	24997.01
Profit/(Loss) before exceptional and extraordinary items and tax	1570.98	424.96	9378.05	3280.43
Exceptional Items	-	-	-	-
Extraodinary Items
Net Profit Before Tax	1570.98	424.96	9378.05	3280.43
Provision for Tax - Current Tax - Deferred Tax (Liability)/Assets - Excess/(short) provision for earlier years	509.98 0.09	115.00 24.11 13.88	1912.83 54.25 0.69	137.96 (44.97) 241.59
Net Profit After Tax	1061.80	271.97	7410.28	2945.85
Profit/(Loss) from Discontinued operations
Tax Expense of Discontinued operations			-	-
Profit/(Loss) from Discontinued operations (after tax)
Profit/(Loss) for the period	1061.80	271.97	7410.28	2945.85
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	-		22.78	(160.11)
- Income tax relating to items that will not be reclassified to profit or loss	7.14	(22.41)	(5.73)	-
- Exchange differences in translating the financial statements of foreign operations

- Income tax relating to items that will be			(442.46)	_LLL
reclassified to profit or loss
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	1068.94	249.56	9404.69	2741.55
Earnings per equity share (for continuing operation).
- Basic (In '')	0.95	1.08	6.62	2.93
- Diluted (In '')	0.95	1.08	6.62	2.93

REVIEW OF OPERATIONS:

Standalone:

During the year under review, the Standalone total Income was INR 5610.51 Lakhs as against INR 1767.82 lakhs for the corresponding previous year.

Total Comprehensive income for the period was INR 1068.94 Lakhs as against INR 249.56 Lakhs in the corresponding previous year.

Consolidated:

During the year under review, the consolidated total Income was INR 44656.91 lakhs as against INR 28277.44 lakhs for the corresponding previous year.

Total Comprehensive consolidated income for the period was INR 9404.69 Lakhs as against Net INR 2741.55 lakhs in the corresponding previous year.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DIVIDEND

The Board of Directors have recommended a Dividend of Re. 0.15 per share (on face value of INR 10/- each for the Financial Year ended March 31, 2023.

STATE OF THE COMPANYâS AFFAIRS AND FUTURE OUTLOOK

During the year under review the Company has added new activities in their main object clause such as to develop, provide, undertake, design, import, export, distribute and deal in Systems and application software for microprocessor based information systems, off shore software development projects, internet service provider, and solutions in all areas of application including those in Emerging niche segments like Internet and Intranet website applications solutions software enterprise, resource planning, e-commerce, value added products, Remotely Piloted Aircraft System (RPAS) like Drones and others, Metaverse Technologies such as Virtual reality (VR), augmented reality (AR) and Internet of Things (IoT) technologies.

KEY DEVELOPMENTS

1. Change of registered office from theâ State of Maharashtraâ to the "State of Telanganaâ:

With the approval of members at the AGM held on August 10, 2022, the Company has changed itâs registered office from theâ State of Maharashtraâ to theâ State of Telanganaâ to carry on the business of the Company more economically and efficiently and with better operational convenience and to explore the business opportunity available in the market. Further, the Management hopes to garner more business and strengthen the financial position of the Company by venturing and exploring new markets and avenues.

2. Acquisition of Scandron Private Limited:

The Company has acquired 70% shares of Scandron Private Limited, a company incorporated under the laws of India, and having its registered office at Dallas Center 6th floor 83/1 plot No. A1,Knowledge City Rai Durg, Hyderabad 500032, via Share Purchase Agreement(SPA), by way of cash consideration approximate of INR. 20,00,000,(Indian National Rupees Twenty Lakhs Only). The above acquisition is expected to provide better growth and expansion.

3. MCLOUD, through its wholly owned subsidiary, Provigil Surveillance Limited, has secured an order to supply, install and commission alert based monitoring and control system for e-surveillance of a prestigious public sector bank. The contract is awarded post competitive bidding and will enable MCLOUD to provide E-Surveillance services to 1,848 branches of the Bank spread across India for a total period of 5 years. MCLOUD through this contract will earn revenue of Rs. 6,650 per branch per month and has potential to generate revenues to the tune of Rs. 150 Mn per year over the 5 years Contract Period. Considering the size of branches, scale of contract and scope of services, this order will likely yield healthy profit margins. The Equipment and devices to be installed by MCLOUD uses AI based technology to monitor, detect, and prevent potential theft. Further, this order-win is a testimony of MCLOUDâs strong presence in the E-surveillance segment and showcases the trust placed by clients in MCLOUDâs team and provision of quality of services.

4. MCLOUD, through its wholly owned subsidiary, Provigil Surveillance Limited, has secured an order to provide end-to-end implementation and management of E-surveillance of ATM sites in 8 geographical circles spread across India. The contract is awarded post competitive bidding and will enable MCLOUD to provide E-Surveillance services to 3,032 ATM sites of a well-known Public Sector bank. MCLOUD through this contract will generate revenues to the tune of Rs. 130 Mn. per year for the five-year contract period. Considering the scale of contract and scope of services, this order will likely yield healthy profits margins and add a new reputable client to our existing list of marquee clientele. This order-win is a testimony of MCLOUDâs dominant presence in the E-surveillance segment and showcases the trust placed by clients in MCLOUDâs team and provision of quality of services.

SHARE CAPITAL

1. Increase in Authorised Capital:

As on March 31, 2023, the authorized capital of the company is Rs. 175 Cr. divided into 17.50 Cr. Equity Shares of Rs. 10/- each.

During the year company has increased its authorized capital from Rs. 55 Cr. to Rs 175 Cr. By creation of additional 120 Cr. Equity Shares of Rs. 10/- each aggregating

to Rs. 120 Cr. And same was approved by the members of the company at the ExtraOrdinary General Meeting held on March, 8 2023.

2. Preferential allotments:

On March 09, 2023, the Company has allotted 11,33,500 Equity Shares of Face Value of f 10/- each at a premium of f 385/- each amounting to Rs. 44,77,32,500/- to Strategic Investors being Non-Promoters on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 8th March, 2023.

3. Bonus Issue:

The Board of Directors of the Company at their Meeting held on Thursday, 23^rd March, 2023 has allotted 8,76,59,268 Equity Shares of face value of Rs.10/- each as fully-paid up Bonus Equity Shares in the ratio of 3 (Three) Equity Shares for every 1 (One) existing Equity Share held by the Members in the Company whose names appeared in the Register of Members / List of Beneficial Owners as on Wednesday, 22^nd March, 2023 being the Record Date fixed for this purpose.

Consequent to the aforesaid allotment of Bonus Shares, the Paid-up Equity Share Capital of the Company stands increased from Rs. 29,21,97,560/- divided into 2,92,19,756 Equity Shares of Rs. 10/- each to Rs. 1,16,87,90,240/- divided into 11,68,79,024 equity shares of Rs. 10/- each

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

> Retire by Rotation

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association ofthe Company Mr. Jagan Mohan Reddy Thumma [DIN: 06554945], Executive Director of the Company, retires by rotation and being eligible; offers himself for reappointment at the forthcoming 42^stAnnual General Meeting. The Board recommends the said reappointment for shareholdersâ approval.

> inductions/Appointment or Re-appointment of Director/KMP:

During the year under review Mr. Sadhu J. Shetty has resigned from the post of Company Secretary w.e.f. April 15, 2022, and Mr. Sameer Lalwani was appointed as Company Secretary and Compliance Officer of the Company w.e.f. April 19, 2022.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr.

No.

Name of KMP

Designation

Mr. Jagan Mohan Reddy Thumma

Managing Director

2.	Mr. Joseph Sudheer Reddy Thumma	Managing Director designated as Global CEO
3.	Mr. Sanjay Mahendra Chauhan	Chief Financial Officer
4.	Mr. Sameer Lalwani	Company Secretary and Compliance Officer

DISCLOSURES BY THE DIRECTORS

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

DECLARATION BY 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 Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

(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.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors During the year, 16 (Sixteen) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, and the Listing Agreement / SEBI (LODR) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

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

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company.

The other details of the Nomination & Remuneration Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

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. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

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.

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure I and is available on our website www.magellanic-cloud.com.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholderâs / Investorâs 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 other details of the Stakeholders Relationship Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

PARTICULARS OF EMPLOYEES

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 IIand forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure III and forms part of this Report.

ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at www.magellanic-cloud.com.

DETAILS OF SUBSIDIARY/JOINT VENTU RES/ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure IVto this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Companyâs operations forma a part of this Annual Report as Annexure V.

STATUTORY AUDITORSâ AND AUDITORSâ REPORT

The Members of the Company at 41^th Annual General Meeting (''AGMâ) held on 10^th August, 2022 approved the appointment of M/s. Bhuta Shah & Co. LLP Wednesday, August 10, 2022, Chartered Accountants (Firm Registration No. 101474W/W100100) as the statutory auditors of the Company to hold office till the conclusion of the 45^st AGM to be held in the financial year 2027.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Deep Shukla, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure VIto this report.

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

Explanation pursuant to Section 134(3)(f)(i):

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

Explanation pursuant to Section 134(3)(f)(ii):

1. Non- compliance of I EPF rules, as amended

Reply:

The Company is in process to complete the same.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed to give Annual Secretarial Compliance Certificate. The Annual Compliance Certificate is enclosed as Annexure VII to this report.

INTERNAL FINANCIAL 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 findings are discussed and follow-ups are taken thereon.

Further, the Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

EMPLOYEESâ STOCK OPTION PLAN

During the year ending 31 March 2022, shareholders of the company have passed resolution for Introduction of ''Magellanic - Employees Stock Option Plan 2022â to the eligible employees of the company up to a maximum of 15,00,000 (Fifteen Lakhs) options. However, till the date of this report, no options have been granted and hence disclosures under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, and amended and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable for the year ending 31st March 2023.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has constituted Risk Management Committee to frame, implement and monitor the risk management plan for the Company under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 and the committee 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.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review. 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, 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans granted and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in standalone financial statement under Note 06 under Notes forming part of financial statement.

INSURANCE

The properties/assets of the Company are adequately insured.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to discharging its social responsibility as a good corporate citizen. As per the Financial Statements for the period under review, stating an increment in the profit margins of the Company, which made applicable the provisions of Section 135 of Companies Act, 2013 on the Company w.e.f 01.04.2023. Consequently, the Company is required to formulate the Corporate Social Responsibility (CSR) Committee, if applicable as per stipulated provisions and Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, and on the recommendation of such committee (if any), the Company shall spend such amount as may arrived by them on the basis of financial statements during the financial year 2023-24 and shall take note on the Report of the same in the ensuing financial year.

CORPORATE GOVERNANCE CERTIFICATE

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost long-term shareholder value, but also to respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information Company.

In compliance with Regulation 34(3) read with Schedule V(C) of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Certificate as issued by Practicing Company Secretary certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the SEBI (LODR) Regulations, 2015, is annexed to the Corporate Governance Report as Annexure VIII.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is attached and is a part of this Annual Report as set out in Annexure IX of this report and is also available on Companyâs website at www.magellanic-cloud.com

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

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace. There was no case of sexual harassment reported during the year under review.

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.

The Company believes that in order to improve the quality and standards of services, the increasing along with the scale of operations of the Company.

(d) Foreign Exchange Earnings and Outgo -

During the financial year under review, the status of foreign earnings and outgo are:

(Amount in Rs.)
Particulars	F.Y 2022-2023	F.Y 2021-2022
C.I.F. Value of Imports	-	-
F.O.B. Value of Exports	364502769.37	156472476

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).

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

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The 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.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

LISTING WITH STOCK EXCHANGE

The shares of the Company are listed on BSE only.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

PREVENTION OF INSIDER TRADING

the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

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

Jagan Mohan Reddy Thumma Joseph Sudheer Reddy Thumma

Director Managing Director

[DIN: 06554945] [DIN:07033919]

Date: September 2, 2023

Registered Office:

6th Floor, Dallas Center,

83/1, Plot No A1, Knowledge City,

Rai Durg, Hyderabad, Telangana - 500032.

Mar 31, 2022

Your Directors have pleasure in presenting their 41^st Annual Report along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2022 of Magellanic Cloud Limited ("the Company").

FINANCIAL RESULTS

The summarized financial performance of the Company for the FY 2021-22and FY 2020-21is given below:

[Amount in lakhs]

n A DTIAI 11 ADO	Standalone		Consolidated
PAR 1 ICULARS	2021 - 22	2020 - 21	2021 - 22	2020-21
Revenue from operations	4186.93	2735.94	25,267.76	21,194.11
Other Income	151.38	117.76	3,009.68	213.94
Total Revenue	4338.31	2853.69	28,277.44	21,408.05
Total Expenses	3896.31	2523.44	24,997.01	21,286.97
Profit/(Loss) before exceptional and extraordinary items and tax	442.00	330.25	3,280.43	121.08
Exceptional Items	-	-	-	-
Extraordinary Items	-	-	-	-
Net Profit Before Tax	442.00	330.25	3,280.43	121.08
Provision for Tax - Current Tax - Deferred Tax (Liability)/Assets - Excess/(short) provision for earlier years	115.00 13.88 24.80	66.00 13.09 4.87	137.96 (44.97) 241.59	67.41 (129.52) 4.87
Net Profit After Tax	288.31	246.29	2,945.85	178.33
Profit/(Loss) from Discontinued operations	-	-	-	-
Tax Expense of Discontinued operations	-	-	-	-
Profit/(Loss) from Discontinued operations (after tax)	-	-	-	-
Profit/(Loss) for the period	288.31	246.29	2,945.85	178.33
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(22.41)	6.64	(204.30)	75.46
Income tax relating to items that will not be reclassified to profit or loss	-	-	-	-
Items that will be reclassified to profit or loss	-	-	-	-
Income tax relating to items that will be reclassified to profit or loss	-	-	-	-

Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	265.90	252.94	2,741.56	253.79
Earnings per equity share (for continuing operation):
Basic	1.15	0.98	11.71	0.71
Diluted	1.15	0.98	11.71	0.71

REVIEW OF OPERATIONS Standalone:

During the year under review, the Standalone total Income was INR4338.31 Lakhs as against INR2853.69 lakhs for the corresponding previous year.

Total Comprehensive income for the period was INR265.90 lakhs as against INR252.94 lakhs in the corresponding previous year.

Consolidated:

During the year under review, the consolidated total Income was INR28,277.44 lakhs as against INR21,408.05 lakhs for the corresponding previous year.

Total Comprehensive consolidated income for the period was INR2,741.56 lakhs as against Net INR253.79 lakhs in the corresponding previous year.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

DIVIDEND

The Board of Directors have recommended a Dividend of Re. 0.50 per share (previous year Re. 0.50 per share) on face value of INR10/- each for the Financial Year ended March 31, 2022.

STATE OF THE COMPANY''S AFFAIRS AND FUTURE OUTLOOK

COVID-19 AND ITS IMPACT

The COVID-19 pandemic has led to the unprecedented health crisis and has disrupted economic activities and global trade while weighing on consumer sentiments. During the year under review, the nation experienced high severity and mortality of citizens brought by the second wave of the ongoing COVID-19pandemic. With intermittent nationwide lockdowns and disruption in regular economic activities, there was price volatility of raw materials and sluggish market demand during first half of the year under review. However, the Company dealt with the pandemic by continuing to focus on operational excellence, marketing strategies, and keeping its employees and community at the core of it. The health and safety of employees and the communities in which the Company operates continue to be the foremost priority of the Company. To mitigate the risks and challenges faced by the Company during the pandemic, the Company enhanced safety and hygiene norms at offices, implemented work from home, staggered shift timings for safety of employees and leveraged digital platforms for its day-to-day operations.

KEY DEVELOPMENTS

1. Acquisition of entire stake of IVIS International Private Limited:

On 01st May, 2022, the Company had executed a Share Purchase Agreement with the IVIS International Private Limited for acquisition of the entire equity stake by way of cash consideration approximate of INR 291,03,00,000 (Indian National Rupees Two Hundred Ninety One Crores, Three Lakhs Only) subject to closing adjustments, the said acquisition was completed and became its wholly-owned subsidiary.

2. Acquisition of Provigil Surveillance Limited:

On 01st May, 2022, the Company had executed a Share Purchase Agreement with the Provigil Surveillance Limited for acquisition of the entire equity stake by way of cash consideration approximate of INR 35,97,00,000 (Indian National Rupees Thirty Five Crores, Ninety Seven Lacs Only) subject to closing adjustments, based on Share Purchase Agreement.

SHARE CAPITAL

1. Increase in Authorised Capital:

As on the date of signing of this report, the Company has increase it''s authorized capital from INR 30 Crores to INR 55 Crores.

2. Preferential allotments:

The Company has allotted 29,19,316 (including 7,66,000 Equity shares on conversion of share warrants) Equity share at a price of Rs. 289.61per share on 26th April, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Inductions / Appointment or Re-appointment of Director / KMP:

Based on the recommendation of the Nomination and Remuneration Committee and approval of the same by the Board at its meeting held on 07th July 2022, the Managing Director viz., Mr. Jagan Mohan Reddy Thumma [DIN: 06554945] being re-appointed as the Managing Director of the company for a further period of 5 years w.e.f. October 01, 2021 (From 01.10.2021 to 30.09.2026). Resolution(s) in this behalf is set out at Item No 5 of the Notice of Annual General Meeting, for Members'' approval.

Retire by Rotation

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Joseph Sudheer Reddy Thumma [DIN: 07033919], Executive Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 41stAnnual General Meeting. The Board recommends the said reappointment for shareholders'' approval.

DISCLOSURES BY THE DIRECTORS

DECLARATION BY INDEPENDENT DIRECTORS

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

that:

â¢ in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

â¢ 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.

â¢ 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.

â¢ the directors have prepared the annual accounts on a going concern basis; and

â¢ 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.

â¢ 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.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors During the year, 08 (Eight) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

COMPOSITION OF AUDIT COMMITTEE

The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The other details of the Nomination & Remuneration Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

NOMINATION AND REMUNERATION POLICY

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure I and is available on our website www.magellanic-cloud.com.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. 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 other details of the Stakeholders Relationship Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure III and forms part of this Report.

ANNUAL RETURN

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

MANAGEMENT DISCUSSION AND ANALYSIS

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

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

The Members of the Company at 36thAnnual General Meeting (''AGM'') held on 29th September 2017 approved the ap -pointment of M/s. D. Kothary & Co., Chartered Accountants (Firm Registration No. 105335W) as the statutory auditors of the Company to hold office till the conclusion of the 41stAGM to be held in the financial year 2022. M/s. D. Kothary & Co., complete their present terms on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (''the Act'') read with the Companies (Audit and Auditors) Rules, 2014.

By intimation dated 06th July, 2022, the Board has informed to the M/s. D. Kothary & Co., Chartered Accountants (Firm Registration No. 105335W) that the Company does not wish to continue as the Auditors of the Company with effect from the conclusion of the ensuing Annual General Meeting to be held on August 10, 2022. Accordingly, their re-appointment at the ensuing 41st AGM of the Company cannot be considered by the members.

The Board of Directors of the Company (''the Board''), on the recommendation of the Audit Committee (''the Committee''), recommends the appointment of M/s. Bhuta Shah & Co. LLP,, Chartered Accountants (Firm Registration No. 101474W/ W100100), for a period of five years till the conclusion of the 45th Annual General Meeting.

The Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Company''s operating segments, market standing of the firm, clientele served, technical knowledge etc., and found M/s. Bhuta Shah & Co. LLP, Chartered Accountants (Firm Registration No. 101474W/ W100100)., to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

M/s. Bhuta Shah & Co. LLP, Chartered Accountants (Firm Registration No. 101474W/W100100) have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

Hence, the Notice convening the ensuing 41st AGM contains a resolution of appointment of Statutory Auditors. SECRETARIAL AUDIT

EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3), IF ANY, OF THE COMPANIES ACT, 2013 Explanation pursuant to Section 134(3):

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

Explanation pursuant to Section 134(3):

1. Website of the Company is not updated as per SEBI (LODR) Regulation, 2015;

Reply:

The Company is in process to update the same.

2. Non- compliance of IEPF rules, as amended Reply:

The Company is in process to complete the same.

ANNUAL SECRETARIAL COMPLIANCE REPORT

INTERNAL FINANCIAL CONTROLS

During the year ending 31 March 2022, shareholders of the company have passed resolution for Introduction of ''Magellanic - Employees Stock Option Plan 2022'' to the eligible employees of the company up to a maximum of 15,00,000 (Fifteen Lakhs) options. However, till the date of this report, no options have been granted and hence disclosures under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, and amended and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable for the year ending 31st March 2022.

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 500 listed entities, determined on the basis of market capitalisation 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.

DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

INSURANCE

The properties/assets of the Company are adequately insured.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to discharging its social responsibility as a good corporate citizen.

During the year under review, the Company has not expended any amount towards CSR activities as the same is not applicable to the Company pursuant to section 135 of the Companies Act, 2013.

CORPORATE GOVERNANCE CERTIFICATE

DISCLOSURE ON COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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: Conservation of Energy

Absorption of Technology

Research and Development (R&D)

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

Foreign Exchange Earnings and Outgo

During the financial year under review, there were no foreign earnings and outgo.

Particulars	F.Y 2021-2022	F.Y 2020-2021
C.I.F. Value of Imports	-	-
F.O.B. Value of Exports	15,64,72,476	14,25,39,987

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

SECRETARIAL STANDARDS

LISTING WITH STOCK EXCHANGE

The shares of the Company are listed on BSE only.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT

Mar 31, 2018

The Directors have pleasure in presenting their 37^th Annual Report on the Audited Financial Statement of South India Projects Ltd (âthe Companyâ) for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS

The summarized financial performance of the Company for the FY 2018-18 and FY 2016-17 is given below:

[Amount in Rs.]

Particulars	Standalone		Consolidated
Particulars	2016-17	2018-18	2016-17	2018-18
Revenue from operations	4,00,28,924	6,17,20,699	196,683,855	161,12,69,865
Other Income	-	-	-	-
Total Revenue	4,00,28,924	6,17,20,699	196,683,855	161,12,69,865
Total Expenses	3,32,50,073	4,70,19,903	182,557,015	154,18,68,716
Profit/(Loss) before exceptional and extraordinary items and tax	67,78,851	1,47,00,795	1,41,26,840	6,94,01,149
Exceptional Items	-	-	-	-
Extraodinary Items	-	-	-	-
Net Profit Before Tax	67,78,851	1,47,00,795	1,41,26,840	6,94,01,149
Provision for Tax - Current Tax - Deferred Tax (Liability)/Assets - Excess/(short) provision for earlier years	21,00,000 54,102 1,20,039	38,00,000 1,05,845 (72,602)	52,47,307 54,102 120,039	2,52,10,718 1,05,845 (72,602)
Net Profit After Tax	45,04,710	1,08,67,552	87,05,391	4,41,57,188
Profit/(Loss) from Discontinued operations	-	-	-	-
Tax Expense of Discontinued operations	-	-	-	-
Profit/(Loss) from Discontinued operations (after tax)	-	-	-	-
Profit/(Loss) for the period	45,04,710	1,08,67,552	87,05,391	4,41,57,188
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	-	-	-	-
- Income tax relating to items that will not be reclassified to profit or loss	-	-	-	-

- Items that will be reclassified to profit or loss	-	-	24,357	1,53,105
- Income tax relating to items that will be reclassified to profit or loss	-	-	-	-
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	45,04,710	1,08,67,552	87,29,748	4,43,10,293
Earnings per equity share (for continuing operation):
- Basic (In Rs.)	1.14	2.16	2.69	8.77
- Diluted (In Rs.)	1.14	2.16	2.69	8.77

REVIEW OF OPERATIONS:

Standalone:

During the year under review, the Standalone total Income was Rs. 6,17,20,699 as against Rs. 4,00,28,924 for the corresponding previous year.

Total Comprehensive income for the period was Rs. 40.29 lacs as against Rs. 45,04,710 in the corresponding previous year

Consolidated:

During the year under review, the consolidated total Income was Rs. 4,41,57,188 as against Rs. 87,05,391 for the corresponding previous year.

Total Comprehensive consolidated income for the period was Rs. 4,43,10,293 as against Net Rs. 87,29,748 in the corresponding previous year

TRANSFER TO STATUTORY RESERVES

During the financial year under review, your Company transferred of INR 21,73,510.00 (Indian Rupees Twenty One Lakh Seventy Three Thousand Five hundred Ten only) to Special reserve as provided in Section 45IC of the Reserve Bank of India Act, 1934, for the financial year ended March 31, 2018.

DIVIDEND

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

STATE OF THE COMPANYâS AFFAIRS AND FUTURE OUTLOOK

The Company has proposed to diversified itâs business plan in the field related with providing Manpower placement and recruiting, Selecting, Interviewing, Training and Employing all types of executives, Middle Management Staff, Junior Level Staff, Workers, Laborâs Skilled/Unskilled required by various Industries and organizations.

CHANGE IN NATURE OF BUSINESS

In order to diversify the business of the company the new object clause was inserted in Main object clause of the Company, to commence the Human resource related businesses along with existing business activities.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2018 is INR 503,33,880.00 (Indian Rupees Five Crore Three Lakh Thirty Three Thousand Eight Hundred Eighty only) divided into 50,33,388 (Fifty Lakhs Thirty Three Thousand Three Hundred Eighty Eight) Equity Shares of INR.10.00 (Indian Rupees Ten) Each. During the year under review, the Company has not issued any securities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 36^th Annual General Meeting held on September 29, 2018, Mr. Joseph Sudheer Reddy Thumma (DIN: 07033919) was re-appointed as the Director of the Company and his officer shall liable to retire by rotation.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Jagan Mohan Reddy Thumma (DIN: 06554945), Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 37^th Annual General Meeting. The Board recommends the said reappointment for shareholdersâ approval.

DECLARATION BY INDEPENDENT DIRECTORS

BOARD EVALUATION

DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

(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.

BOARD MEETINGS

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (âAGMâ) of the Shareholders. Additional meetings are held, when necessary.

05 (Five) Board Meetings were held during the year ended 31st March, 2018, the dates which are 30^th May 2018, 7th August 2018, 16^th August 2018, 15th November 2018 and 14th February 2018. The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Attendance details of Directors for the year ended March 31, 2018 are given below:

Name of the Directors	Category	No. of Board Meetings attended
Mr. Jagan Mohan Reddy Thumma	Managing Director	05
Joseph Sudheer Reddy Thumma	Non-Executive, Non-Independent Director	01
Miss. Nikitha Tiparnapally	Independent Director	05
Surya Narayan Tripathy	Independent Director	05

AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and 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.

05 (Five) Committee Meetings were held during the year ended 31st March, 2018, the dates which are 30^th May 2018, 7th August 2018, 16^th August 2018, 15th November 2018 and 14th February 2018.

Further, during the financial year under review, there was no requirement for re-constitution of the said Committee. Details of the composition of the Committee and attendance during the year are as under:

S. N.	Name of Directors	Designation	No. of Meetings Attended
1.	Mr. Jagan Mohan Reddy Thumma	Member, Managing Director	05
2.	Mrs. Tiparnapally Nikitha	Member, Independent Director	05
3.	Mr. Surya Narayan Tripathy	Chairman, Independent Director	05

NOMINATION & 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 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.

05 (Five) Committee Meetings were held during the year ended 31st March, 2018, the dates which are 30^th May 2018, 7th August 2018, 16^th August 2018, 15th November 2018 and 14th February 2018.

S. N.	Name of Directors	Designation	No. of Meetings Attended
1.	Joseph Sudheer Reddy Thumma	Member, Non-Executive, Non-Independent Director	01
2.	Mrs. Tiparnapally Nikitha	Member, Independent Director	05
3.	Mr. Surya Narayan Tripathy	Chairman, Independent Director	05

NOMINATION AND REMUNERATION POLICY

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure I and is available on our website www.southindiaprojectslimited.in.

STAKEHOLDER RELATIONSHIP COMMITTEE:

05 (Five) Committee Meetings were held during the year ended 31st March, 2018, the dates which are 30^th May 2018, 7th August 2018, 16^th August 2018, 15th November 2018 and 14th February 2018.

S. N.	Name of Directors	Designation	No. of Meetings Attended
1.	Mr. Jagan Mohan Reddy Thumma	Member, Managing Director	05
2.	Mrs. Tiparnapally Nikitha	Member, Independent Director	05
3.	Mr. Surya Narayan Tripathy	Chairman, Independent Director	05

The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholderâs / Investorâ 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 was Nil and there was no pending complaint as on March 31, 2018.

PARTICULARS OF EMPLOYEES

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure III and forms part of this Report.

EXTRACT OF ANNUAL RETURN:

The Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is hosted on the website of the Company at www.southindiaprojectslimited.in

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Companyâs operations forma a part of this Annual Report as Annexure V.

STATUTORY AUDITORSâ AND AUDITORSâ REPORT

At the 36^th Annual General Meeting held on 29th September, 2018, M/s. D. Kothary & Co., Chartered Accountants, (Firm Regd. No. 105335W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of 41^st Annual General Meeting to be held in financial year 2022.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2018, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. However, pursuant to Ordinary Resolution passed at the 36^th AGM, appointment shall subject to ratification at every annual general meeting.

Hence, the Notice convening the ensuing 37th AGM contained a resolution on ratification of appointment of Statutory Auditors. Further, M/s. D. Kothary & Co., Chartered Accountants, (Firm Regd. No. 105335W), has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and they will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2022.

Auditors Report as issued by M/s. D. Kothary & Co, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Ms. Reena S. Modi, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure VI to this report.

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

Explanation pursuant to Section 134(3)(f)(i):

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

Explanation pursuant to Section 134(3)(f)(ii):

1. Certain relevant e-forms were pending for filing on MCA portal as on audit period which includes filing of Annual Return, appointment of Managing Directors etc;

Reply:

The compiling of financial data took time due to shortage of personnel and hence the said delay in filing of the same.

2. Website of the Company is not updated as per SEBI (LODR) Regulation, 2015;

Reply:

The website of the Company is under maintenance and will be active in due course of time.

3. Non-Compliance for appointment of Company Secretary and Internal Auditor for the aforesaid Audit period.

Reply:

The Management is looking out for suitable candidate to be appointed as an Internal Auditor and Company Secretary of the Company.

4. Minutes are in process of updation.

Reply:

The Company is process to complete.

INTERNAL FINANCIAL CONTROLS

EMPLOYEESâ STOCK OPTION PLAN

The Company has not provided stock options to any employee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM

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 Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation 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.

DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans granted and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in standalone financial statement under Note 9 & 13 respectively under Notes forming part of financial statement.

INSURANCE

The properties/assets of the Company are adequately insured.

RELATED PARTY TRANSACTIONS

Related party transactions, if any, that were entered into during the period ended March 31, 2018, were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No. 23.2 to the Significant Accounting policies part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

CORPORATE GOVERNANCE

Good corporate practices ensure that a Company meets its obligations to optimize shareholdersâ value and fulfills 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.

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 -

(b) Absorption of Technology -

(d) Foreign Exchange Earnings and Outgo -

During the financial year under review, there were no foreign earnings and outgo.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

SECRETARIAL STANDARDS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has received show Cause Notice from Reserve Bank of India dated 16^th March, 2018 for cancellation of Certificate of Registration. Your Board has accepted to cancel the certificate of NBFC as Company has discontinued the NBFC activities. However, there are no significant and material orders passed by the Courts / Tribunals which would impact the going concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Jagan Mohan Reddy Thumma Tiparnapally Nikitha

Managing Director Director

[DIN: 06554945] [DIN: 07399613]

Date: 25/08/2018

Mar 31, 2017

The Directors have pleasure in presenting their 36^th Annual Report on the Audited Financial Statement of South India Projects Ltd ("the Company") for the Financial Year ended March 31, 2017.

FINANCIAL RESULTS

The summarized financial performance (Standalone & Consolidated) of the Company for the FY 2016-17 and FY 2015-16 is given below:

[Amount in Rs.]

Particulars	Stand	alone	Consolidated
Particulars	F.Y. 2016-17	F.Y.2015-16	F.Y. 2016-17
Gross Income	400,28,924.00	77,41,416.00	19,66,83,855.00
Profit/(Loss) before depreciation, interest and tax	331,27,716.00	12,57,259.00	18,18,12,134.00
Financial costs	9,390.00	30,00,209.00	3,95,289.00
Depreciation & Amortisation	112,967.00	-	3,49,592.00
Profit before exceptional and extraordinary items and tax	67,78,851.00	34,83,948.00	18,25,57,015.00
- Exceptional Items / Extraordinary Items	-	-	-
Profit Before Tax	67,78,851.00	34,83,948.00	1,41,26,840.00
- Current Tax - Income Tax	21,00,000.00	750,000.00	52,47,307.00
- Earlier Year Tax - Short/(Excess) Provision of Tax	120,039.00	-	1,20,039.00
- Deferred Tax	54,102.00	-	54,102.00
- MAT Credit entitlement	-	-	-
Net Profit After Tax	45,04,710.00	27,33,948.00	87,05,391.00
Surplus carried to Balance Sheet	45,04,710.00	27,33,948.00	87,05,391.00

REVIEW OF OPERATIONS

Standalone

During the year under review, the Company has posted total Income of INR. 400,28,924.00 (Indian Rupees Four Crore Twenty Eight Thousand Nine Hundred Twenty Four only) as against total Income of INR.77,41,416.00 (Indian Rupees Seventy Seven Lakhs Forty One Thousand Four Hundred Sixteen only) in the corresponding previous year.

Further, net profit after tax for the year under review was INR. 45,04,710 (Indian Rupees Forty Five Lakhs Four Thousand Seven Hundred Ten only) as against net profit after tax of INR. 27,33,948 (Indian Rupees Twenty Seven Lakhs Thirty Three Thousand Nine Hundred Forty Eight only) in the corresponding previous year.

Consolidated

During the year under review, the Company has posted total Income of INR 19,66,83,855.00 (Indian Rupees Nineteen Crores Sixty Six Lakhs Eighty Three Thousand Eight Hundred Fifty Five only) and net profit after tax for the year under review was INR 87,05,391.00 (Indian Rupees Eighty Seven Lakhs Five Thousand Three Hundred Ninety One only).

TRANSFER TO STATUTORY RESERVES

During the financial year under review, your Company transferred of INR 900,942.00 (Indian Rupees Nine Lakh Nine hundred Forty Two only) to Special reserve as provided in Section 45IC of the Reserve Bank of India Act, 1934, for the financial year ended March 31, 2017.

DIVIDEND

The Board of Directors of the Company at their meeting held on August 16, 2017, had declared Interim Dividend of INR 0.50 (Fifty Paise) per equity share of INR 10.00 (Indian Rupees Ten only) each.

STATE OF THE COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Company is concentrating in the Non- Banking Financial Company segment.

INDUSTRY SCENARIO

NBFCs play a vital role in the financial sector of our economy along with other financial institutions. Over the years, due to their strategic management practices and refined operational techniques coupled with lower costs of delivery, lower restrictions on customers etc., have led to it being an alternate choice and at times the first choice for several customers, who need financing. While the RBI has made regulations stringent for the NBFCs, it has also recognized the utility of the NBFCs and thereby made them eligible to set up Banks and also act as an extension of Banks, where the Banks cannot reach. Due to the increase in finance space by NBFCs, the RBI''s surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

CHANGE IN NATURE OF BUSINESS

In order to diversify the business of the company the new object clause was inserted in Main object clause of the Company, to commence the Information Technology and software related businesses.

SHARE CAPITAL

During the Financial Year under review the Authorised Capital of Company has increased from INR.400,00,000.00 (Indian Rupees Four Crore only) divided into 40,00,000 (Forty Lacs) Equity Shares of INR.10.00 (Indian Rupees Ten) Each to INR. 650,00,000.00 (Indian Rupees Six Crore Fifty Lakhs only) divided into 65,00,000 (Sixty Five Lakhs) Equity Shares of INR. 10.00 (Indian Rupees Ten ) Each.

Further the Paid-up Equity Share Capital of the Company has increased from INR 303,33,880.00 (Indian Rupees Three Crore Three Lakhs Thirty Three Thousand Eight Hundred Eighty only) divided into 30,33,338 (Thirty Lakhs Thirty Three Thousand Three Hundred Thirty Eight) Equity Shares of INR. 10.00 (Indian Rupees Ten) each to INR 503,33,880.00 (Indian Rupees Five Crore Three Lakh Thirty Three Thousand Eight Hundred Eighty only) divided into 50,33,388 (Fifty Lakhs Thirty Three Thousand Three Hundred Eighty Eight) Equity Shares of INR.10.00 (Indian Rupees Ten) Each.

Swap related matters

With object to consolidate Shareholding in the Target Company and make JNIT Technologies, Inc (Company owned by the Acquirers and the PACs) as its Subsidiary Company. Open Offer was made by Mr. Joseph Sudheer Reddy Thumma ("Acquirer 1") & Mr. Jagan Mohan Reddy Thumma ("Acquirer 2") ("Acquirer 1" & "Acquirer 2" collectively being, the "Acquirers") and Mr. Dennis Reddy Thumma ("PAC 1") & Mrs. InnammaThumma ("PAC 2") ("PAC 1" & "PAC 2" collectively being, the "PACs") to the Equity Shareholders of South India Projects Limited (hereinafter referred to as "SIPL"/"Target Company")

South India Projects Limited i.e. Target Company after receipt of approvals from Shareholders and RBI the issuance, by way of a Preferential Allotment pursuant to the provisions of Section 62 of the Companies Act, 2013 and other applicable legal provisions, including Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ["SEBI (ICDR) Regulations, 2009"] of 20,00,000 Equity Shares of face value of INR 10/ - (India Rupees Ten only) each at a price of INR 130/- (Indian Rupees One Hundred Thirty only) each representing 39.73% of Emerging Voting Capital of the Target Company to the Acquirers and the PACs for consideration against swap of Shares of JNIT in the ratio of 2000 : 1 i.e. Two Thousand Equity Shares of the Target Company against One Share of JNIT as per the Valuation Report dated October 01, 2016.

Offer was made to all Eligible Shareholders, to acquire up to 13,08,700 Equity Shares of Face Value of INR 10/- (Indian Rupees Ten only) each, representing 26% of Emerging Voting Capital, at a price of INR 130/-(Indian Rupees One Hundred and Thirty only) per Equity Share plus interest @ 10% per annum per Equity Share i.e. INR 1.60 (Indian Rupee One and Sixty Paise) per Equity Share for delay in payment beyond the Scheduled Payment Date, to be paid in cash, in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations and subject to the terms and conditions set out in the PA, the DPS and the Letter of Offer. The total funds required for implementation of the Offer (assuming full acceptance) and the same was not subject to differential pricing was INR 17,22,24,920.00 (Indian Rupees Seventeen Crores Twenty Two Lacs Twenty Four Thousand Nine Hundred and Twenty only) ("Maximum Consideration").

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 35^th Annual General Meeting held on September 30, 2016, Mr. Jagan Mohan Reddy Thumma (DIN: 06554945) was re-appointed as the Director of the Company and his office shall be liable to retire by rotation.

During the Financial Year under review Mr. Sanjay Mohta, Independent Director of the Company and Mr. Pawan Kumar Sureka, Chief Financial Officer of the Company resigned from the Directorship of the Company with effect from 13^th August, 2016

Also Mr. Sanjay Mahendra Chauahan was appointed as Chief Financial Officer of the Company with effect from 13^th August, 2016.

Further Mr. Jay Jaju was appointed as Company Secretary of the Company with effect from 30^th May, 2017 and subsequently he was tended his resignation from the officer of Company secretary w.e.f. 22^nd August, 2017.

Also Mr. Subhash Samala Babu, Independent Director of the Company resigned from the Directorship of the Company with effect from Friday, June 30, 2017.

During the Financial year under review Mr. Jagan Mohan Reddy Thumma (DIN: 06554945) were appointed as the Managing director of the company subject to approval of the Members at the ensuing Annual General Meeting of the Company.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Joseph Sudheer Reddy Thumma (DIN: 07033919), Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 36^th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.

DECLARATION BY INDEPENDENT DIRECTORS

As on March 31, 2017 Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy are Independent Directors on the Board of your Company. These Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with the requirement of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, the Independent Directors of your Company, comprising of Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy in the meeting held on February 06, 2017 has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with the requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013 were transacted thereat.

BOARD EVALUATION

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(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.

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, 07 (Seven) Board Meetings were held during the year ended March, 2017, the dates which are May 30, 2016, August 13, 2016, September 08, 2016, October 01, 2016, November 10, 2016, February 06, 2017 and March 20, 2017.

Details of attendance are as under -

Name of the Directors	Date of Board meeting
	30/05/2016	13/08/2016	08/09/2016	01/10/2016	10/11/2016	06/02/2017	20/03/2017
*Mr. Sanjay Mohta	/	/	X	X	X	X	X
Mr. Jagan mohan reddy thumma	/	/	/	/	/	/	/
Mr. Joseph Sudheer Reddy Thumma	/	X	/	X	X	X	X
Mrs. Tiparnapally Nikitha	/	/	/	/	/	/	/
Mr. Surya Narayan Tripathy	/	/	/	/	/	/	/
**Mr. Subhash samala babu	/	/	/	/	/	/	/

* Resigned from Directorship of the Company w.e.f. August 13, 2016.

** Resigned from Directorship of the Company w.e.f. June 30, 2017.

The provisions of Companies Act, 2013, rules made thereunder and the Secretarial Standards were adhered to while considering the time gap between two meetings and holding the meetings.

AUDIT COMMITTEE

During the Financial Year 2016-17, Five (5) meetings of the Committee were held on, May 30, 2016, August 13, 2016, September 08, 2016, November 10, 2016 and February 06, 2017.

S.	Name of Directors	Designation	No. of Meetings
N.			Attended
1.	Mr. Jagan Mohan Reddy Thumma	Member, Non- Executive Director	5
2.	*Mr. Subhash Samala Babu	Member, Independent Director	5
3.	Mr. Surya Narayan Tripathy	Chairman, Independent Director	5

* Resigned from Directorship of the Company w.e.f. June 30, 2017.

NOMINATION & REMUNERATION COMMITTEE

During the Financial Year 2016-17, Five (5) meetings of the Committee were held on, May 30, 2016, August 13, 2016, October 01, 2016, November 10, 2016 and on February 06, 2017.

S.	Name of Directors	Designation	No. of Meetings
N.			Attended
1.	*Mr. Subhash Samala Babu	Chairman, Independent Director	5
2.	Mrs. Tiparnapally Nikitha	Member, Independent Director	5
3.	Mr. Surya Narayan Tripathy	Member, Independent Director	5

* Resigned from Directorship of the Company w.e.f. June 30, 2017.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2015, the Board of Directors has adopted a Policy on Board Diversity, Director Attributes and the Remuneration. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company.

The policy on remuneration is enclosed as Annexure IV and forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return is enclosed at Annexure III in the prescribed form MGT-9 and forms part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the Financial Year 2016-17, Four (4) meetings of the Committee were held on, April 30, 2016, July 29, 2016, October 10, 2016 and on March 23, 2017.

S.	Name of Directors	Designation	No. of Meetings
N.			Attended
1.	*Mr. Subhash Samala Babu	Chairman, Independent Director	4

2.	Mrs. Tiparnapally Nikitha	Member, Independent Director	4
3.	Mr. Surya Narayan Tripathy	Member, Independent Director	4

* Resigned from Directorship of the Company w.e.f. June 30, 2017.

The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and 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 was Nil and there was no pending complaint as on March 31, 2017.

PARTICULARS OF EMPLOYEE

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure II and forms part of this Report.

INTER SE RELATIONSHIP BETWEEN DIRECTORS

Except Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma, Director who are related to each other, none of the other Directors is related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act 2013 read the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN:

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.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

MANAGEMENT DISCUSSION AND ANALYSIS

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

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

At the 35^th Annual General Meeting held on 30^th September, 2016, M/s J. M. Pabari & Associates, Chartered Accountant (Firm Registration No. 117752W) 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 2021 and however, they have tendered their resignation from the position of Statutory Auditors.

Further, subject to approval of members in ensuing Annual general Meeting, the Board of Directors of the Company at their meeting held on September 01, 2017, have appointed M/s. D. Kothary & Co., Chartered Accountants, (Firm Regd. No. 105335W), as a Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. J. M. Pabari & Associates, Chartered Accountants and said new Auditors retire at the ensuing 36^th Annual General Meeting and have confirmed their eligibility and willingness to accept office of the statutory auditors, if re-appointed.

Hence, the Board of Directors of the Company recommend to appoint M/s. D. Kothary & Co., Chartered Accountants, having Firm Regd. No. 105335W, as a Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting of the Company to be held for the financial year March, 2022.

Further, 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.

Auditors Report as issued by M/s. J. M. Pabari & Associates, Chartered Accountant, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Ms. M/s. Reena S. Modi & Associates, Practicing Company Secretary, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure VII to this report.

INTERNAL FINANCIAL CONTROLS

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

Explanation pursuant to Section 134(3)(f)(i):

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

Explanation pursuant to Section 134(3)(f)(ii):

1. Certain relevant e-forms were pending for filing on MCA portal as on audit period which includes filing of Annual Return, appointment of Managing Directors, Return of allotment, etc;

Reply:

The compiling of financial data took time due to shortage of personnel and hence the said delay in filing of balance sheet and annual return.

2. Non-Compliance for appointment of Company Secretary and Internal Auditor for the aforesaid Audit period.

Reply:

The Management is looking out for suitable candidate to be appointed as an Internal Auditor and Company Secretary of the Company.

3. The Board of Directors of the Company has appointed Managing Director in the month of October, 2016 in light of Section 196, 197 and 203 of the Companies Act, 2013 and Rules made thereunder;

Reply:

The appointment of Managing Director was delayed due to certain technical and legal difficulties.

4. Unable to comments on newspaper advertisement (Notice) w.r.t. Book Closure / e-Voting related matters / Results, etc;

Reply:

The Company will take abundant precaution in future for complying with the provisions of book closure/results, etc.

5. Details of Calcutta Stock exchange compliances were not available for my comments.

Reply:

The information on compliance of Calcutta Stock Exchange was misplaced due to certain mishap at the registered office of the Company.

6. The website of the company was un-functional

Reply:

The website of the Company is under maintenance and will be active in due course of time.

7. Non-payment of listing fees within prescribed limits.

Reply:

The payment of listing fees was made beyond prescribed time due to shortage of sufficient funds required for such payment.

8. Non-submission of outcome of Board Meeting dated 01/10/2016 for Managing Director appointment within 30 Minutes from conclusion of the Board Meeting;

Reply:

The said delay occurred due to breakdown of power supply for short duration of time.

9. Non-submission of disclosure under Regulation 30(1) and 30(2) of SEBI Takeover Regulations 2011 & in Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Reply:

The Company will take abundant precaution in future for complying with applicable regulations of SEBI Takeover Regulations 2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015.

10. Notice of AGM, Board''s Report is signed on 08^th September, 2016.

Reply:

The Company will be more cautious in future regarding complying with the applicable provisions of the Companies Act, 2013.

11. Signing of Notice/ Boards Report under Section 134 is not in accordance with the Act.

Reply:

The Company will be more cautious in future regarding complying with the provisions of Section 134 of the Companies Act, 2013.

EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Company''s code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee etc.

RISK MANAGEMENT POLICY

DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans granted and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in standalone financial statement under Note 13 & 10 respectively under Notes forming part of financial statement.

INSURANCE

The properties/ assets of the Company are adequately insured.

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 2016-17 the particulars as required in form AOC-2 have not been furnished.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON- EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CORPORATE GOVERNANCE

Good corporate practices ensure that a Company meets its obligations to optimize shareholders'' value and fulfills 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.

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 -

(b) Absorption of Technology -

(d) Foreign Exchange Earnings and Outgo -

During the financial year under review, there were no foreign earnings and outgo.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

In order to prevent sexual harassment of women at work place a new act ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'' has been notified on December 09, 2013. Under the said Act every entity(ies) is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report except for the below-mentioned information therein:

PREVENTION OF INSIDER TRADING

LISTING WITH STOCK EXCHANGE

The Company received the listing approval from the BSE Limited vide their Notice No. 20150119-19 dated 19th January, 2015 for the enlistment of entire equity and paid-up share capital of 50,33,388 equity shares of the face value of Rs. 10/- each of the Company on the BSE Limited. Thus, the equity shares of the Company are presently listed on both The Calcutta Stock Exchange Ltd. ["CSE"] and BSE Limited ["BSE"] and the listing fees for the Financial Year 2017-18 have already been paid to the CSE and for the BSE it is yet to be paid.

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.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Jagan Mohan Reddy Thumma Joseph Sudheer Reddy Thumma

Managing Director Director

[DIN: 06554945] [DIN: 07033919]

Date: 01/09/2017

Place: Kolkata

Mar 31, 2016

To,

The Members,

SOUTH INDIA PROJECTS LTD CIN: L72100WB1981PLC034342 Kolkata

The Directors have pleasure in presenting their 35^th Annual Report on the Audited Financial Statement of South India Projects Ltd ("the Company") for the Financial Year ended March 31, 2016.

FINANCIAL RESULTS

The summarized Standalone financial performance of the Company for the FY 2015-16 and FY 2014-15 is given below:

[Amount in Rs.]

Particulars	F.Y. 2015-2016	F.Y.2014-15
Gross Income	7,741,417	18,773,538
Profit/(Loss) before depreciation, interest and tax
Financial costs	3,000,209	11,037
Depreciation & Amortisation	Nil	Nil
Profit before exceptional and extraordinary items and tax	4,741,208	18,762,501
- Exceptional Items / Extraordinary Items	0.00	0.007
Profit Before Tax	3,483,949	16,421,242
- Current Tax - Income Tax	750,000	3,465000
- Earlier Year Tax - Short/(Excess) Provision of Tax	149,082	941,621
- Deferred Tax	0.00	0.00
- MAT Credit entitlement	0.00	0.00
Net Profit After Tax	2,733,949	12,956,242
Balance of Profit brought forward	10,977,168	6,811,417
Balance available for appropriation	Nil	Nil
Proposed Dividend on Equity Shares	Nil	Nil
Tax on proposed Dividend	Nil	Nil
Transfer to General Reserve	Nil	Nil
Surplus carried to Balance Sheet

REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 7,741,417/- (Rupees seventy seven lakhs forty one thousand and four hundred seventeen only) as against total Income of Rs. 18,773,538/- (Rupees one crore eighty seven lakhs seventy three thousand five hundred and thirty eight only) in the corresponding previous year.

Further, net profit after tax for the year under review was Rs. 2,733,949/- (Rupees twenty seven lakhs thirty three thousand nine hundred and forty nine only) as against net profit after tax of Rs. 12,956,242/- (Rupees one crore twenty nine lakhs fifty six thousand two hundred and forty two only) in the corresponding previous year.

TRANSFER TO STATUTORY RESERVES

During the financial year under review, your Company transferred of Rs. 546,800 to Special reserve as as provided in Section 45IC of the Reserve Bank of India Act, 1934, for the financial year ended March 31, 2016.

DIVIDEND

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

STATE OF THE COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Company is solely concentrating in the Non- Banking Financial Company segment and there has been no change in the business of the Company during the financial year ended 31st March, 2016.

INDUSTRY SCENARIO

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year under review, in order to diversify the business of the company the new object clause was inserted in Main object clause of the Company, to commence the Information Technology and software related businesses.

The company is engaged in the business of development and designing of software application, packages, system, modules either for its own use or for sale in India or for export outside India and to design and develop such systems and application software for or on behalf of manufacturers, banking, insurance owners and users of computers systems and digital / electronic equipment and other domains in India or elsewhere in the world and to provide technical, management and project consultancy service for development of systems, packages etc. and also to undertake programs for training of personnel at various location for development of Software application, packages systems, modules and engage in marketing and distribution, reselling of software, system, modules computer hardware and peripherals. Also providing cloud based services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS) and Software as a Service (SaaS) for its clients in India and outside of India.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2016 is Rs. 30,333,880, comprising of 3,033,380 equity shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

ACQUISITION OF EQUITY SHARES OF THE COMPANY THROUGH OPEN OFFER

During the financial year under review, Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma had entered into Share Purchase Agreement dated April 08, 2015 with the earlier Promoters/ Promoter Group of the Company to acquire in aggregate 1,229,346 equity shares of Rs. 10/- each representing 40.53% of the total equity and voting share capital of the Company at a price of Rs. 25/- per fully paid-up equity share.

The Open Offer was made for acquisition of more than 26 % of the equity and voting share capital of the Company in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 34^th Annual General Meeting held on September 30, 2015, Mr. Sanjay Mohta and Mrs. Nita Agarwal was appointed as an Independent Director to hold office for a period of 5 (five) consecutive years. 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.

Further, the Board of Directors of the Company at their meeting held on December 29, 2015, appointed Mr. Jagan Mohan Reddy Thumma and Mr. Joseph Sudheer Reddy Thumma as an Additional Directors on the Board 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, they were regularized as Directors (Promoter) though postal ballot.

Further, Mr. Jai Prakash Tantia and Mr. Akash Tantia, Directors of the Company, tended their resignation on December 29, 2015 from the Directorship of the Company.

Further, during the financial year under review, Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy, appointed as an Independent Directors of the Company w.e.f. February 26, 2016 and necessary approval was obtained from the Members of the Company through Postal ballot. 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.

Further, existing Independent Directors, namely, Mr. Pradeep Chhotaria, Mr. Amitabh Kejriwal, Mr. Premjeet Singh and Mrs. Nita Agarwal tended their resignation from the Directorship of the Company w.e.f. February 26, 2016.

Mr. Himanshu Maheshwari, Company Secretary of the Company, resigned from the post of Company Secretary w.e.f. February 26, 2016.

However, Mr. Sanjay Mohta, Independent Director of the Company has tended their resignation from the directorship of the Company and Mr. Pawan Kumar Sureka, Chief Financial Officer of the Company, also resigned from his office w.e.f. August 13, 2016.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Jagan Mohan Reddy Thumma, Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 35^th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.

DECLARATION BY INDEPENDENT DIRECTORS

As on March 31, 2016 Mr. Sanjay Mohta, Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy are Independent Directors on the Board of your Company. These Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made there under and meet with the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges / Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.www.southindiaproiectslimited.in .

Further, the Independent Directors of your Company, comprising of Mr. Sanjay Mohta, Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy in the meeting held on 26^th February, 2016 has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with the requirement of the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013 were transacted thereat.

BOARD EVALUATION

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(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.

NUMBER OF BOARD MEETINGS

Further, 07 (Seven) Board Meetings were held during the year ended March, 2016, the dates which are April 27, 2015, May 28, 2015, August 12, 2015, November 14, 2015, December 29, 2015, February 14, 2016 and February 26, 2016.

Details of attendance are as under -

Name of the Directors	Date of Board meeting
Name of the Directors	27/04/2015	28/05/2015	12/08/2015	14/11/2015	29/12/2015	14/02/2016	26/02/2016
*Mr. Jai Prakash Tantia	V	X	V	V	X	X	X
*Mr. Akash Tantia	X	V	V	X	V	X	X
***Mr. Pradeep Chhotaria						V	V
***Mr. Amitabh Kejriwal	V	V	X	V	X	V	X
***Mr. Premjeet Singh	X	X	V	V	V	V	X
Mr. Sanjay Mohta	V	V		V	X	X	V
***Mrs. Nita Agarwal	V	X	X	X	V	V
**Mr. Jagan mohan reddy Thumma	X	X	X	X	V	V	V
**Mr. Joseph Sudheer Reddy	X	X	X	X	V	V	V

Thumma
****Mrs. Tiparnapally Nikitha	X	X	X	X	X	V	V
****Mr. Surya Narayan Tripathy	X	X	X	X	X	V	V
****Mr. Subhash samala babu	X	X	X	X	X	V	V

* Resigned from Directorship of the Company w.e.f. December 29, 2015.

** Appointed as an Additional Directors on the Board of the Company w.e.f. December 29, 2015.

*** Resigned from Directorship of the Company w.e.f. February 26, 2016.

**** Appointed as an Additional Directors on the Board of the Company w.e.f. February 26, 2016.

The provisions of Companies Act, 2013, rules made there under and the Secretarial Standards were adhered to while considering the time gap between two meetings and holding the meetings.

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 12, 2015, November 14, 2015 and February 14, 2016.

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

S. N.	Name of Directors	Designation	No. of Meetings Attended
1	***Mr. Amitabh Kejriwal	Chairman, Independent Director	4
2.	***Mr. Premjeet Singh	Member, Independent Director	4
3.	*Mr. Jai Prakash Tantia	Member, Executive Director	3
4.	**Mr. Jagan Mohan Reddy Thumma	Member, Executive Director	1
5.	****Mr. Subhash Samala Babu	Member, Executive Director	0
6.	****Mr. Surya Narayan Tripathy	Chairman, Executive Director	0

* Mr. Jai Prakash Tantia resigned from the Directorship of the Company w.e.f. December 29, 2015.

** Mr. Jagan mohan reddy thumma appointed as Member of said committed w.e.f. December 29, 2015.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of the Company w.e.f. February 26, 2016.

**** Mr. Subhash samala babu and Mr. Surya Narayan Tripathy appointed as Member of the Company w.e.f. February 26, 2016.

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

NOMINATION & 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 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, Five (5) meetings of the Committee were held on, May 28, 2015, August 12, 2015, November 14, 2015, December 29, 2015 and on February 26, 2016.

S. N.	Name of Directors	Designation	No. of Meetings Attended
1	***Mr. Amitabh Kejriwal	Chairman, Independent Director	5
2.	***Mr. Premjeet Singh	Member, Independent Director	5
3.	*Mr. Akash Tantia	Member, Non-Executive Director	4
4.	**Mr. Sanjay Mohta	Member, Independent Director	1
5.	****Mr. Subhash Samala Babu	Chairman, Independent Director	0
6.	****Mrs. Tiparnapally Nikitha	Member, Independent Director	0
7.	****Mr. Surya Narayan Tripathy	Member, Independent Director	0

* Mr. Akash Tantia resigned from the Directorship of the Company w.e.f. December 29, 2015.

** Mr. Sanjay Mohta appointed as Member of said committed w.e.f. December 29, 2015 and removes the same w.e.f. February 26, 2016.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of the Company w.e.f. February 26, 2016.

**** Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy appointed as Member of the Company w.e.f. February 26, 2016.

NOMINATION AND REMUNERATION POLICY

The policy on remuneration is enclosed as Annexure V and forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return is enclosed at Annexure II in the prescribed form MGT-9 and forms part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the Financial Year 2015-16, Four (4) meetings of the Committee were held on, May 28, 2015, August 12, 2015, November 14, 2015 and on February 26, 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 the composition of the Committee and attendance during the year are as under:

S. N.	Name of Directors	Designation	No. of Meetings Attended
1	***Mr. Amitabh Kejriwal	Chairman, Independent Director	4
2.	***Mr. Premjeet Singh	Member, Independent Director	4
3.	*Mr. Akash Tantia	Member, Non-Executive Director	3
4.	**Mr. Sanjay Mohta	Member, Independent Director	1
5.	****Mr. Subhash Samala Babu	Chairman, Independent Director	0
6.	****Mrs. Tiparnapally Nikitha	Member, Independent Director	0
7.	****Mr. Surya Narayan Tripathy	Member, Independent Director	0

* Mr. Akash Tantia resigned from the Directorship of the Company w.e.f. December 29, 2015.

** Mr. Sanjay Mohta appointed as Member of said committed w.e.f. December 29, 2015 and removes the same w.e.f. February 26, 2016.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of the Company w.e.f. February 26, 2016.

**** Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy appointed as Member of the Company w.e.f. February 26, 2016.

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 / 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 zero and there was no pending complaint as on March 31, 2016.

PARTICULARS OF EMPLOYEE

INTER SE RELATIONSHIP BETWEEN DIRECTORS

EXTRACT OF ANNUAL RETURN:

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.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

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

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

At the 35^th Annual General Meeting held on September 30, 2016, M/ s. S. K. Soni & Co, Chartered Accountant [Firm Regd. No: 307168E] were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 36^th Annual General Meeting to be held in Calendar year 2017. 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.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Kiransingh Rajpurohit, Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

INTERNAL FINANCIAL CONTROLS

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

Explanation pursuant to Section 134(3)(f)(i):

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

Explanation pursuant to Section 134(3)(f)(ii):

1. The Company has already started the process for appointment of Internal Auditor considering the nature and size of the business of the Company.

2. The Company has faced technical difficulties in filing eforms on MCA portal and hence the same were pending.

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

EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM

RISK MANAGEMENT POLICY

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.

DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has granted loan of Rs 83,208,979 and has complied with the provisions of section 186 of the companies Act, 2013. The details of the same has been provided in standalone financial statement under Note 11 of the Notes forming part of financial statement.

INSURANCE

The properties/assets of the Company are adequately insured.

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.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON- EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CORPORATE GOVERNANCE

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 -

(b) Absorption of Technology -

(d) Foreign Exchange Earnings and Outgo -

During the year, there were no foreign earnings and outgo.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

In order to prevent sexual harassment of women at work place a new act ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'' has been notified on December 09, 2013. Under the said Act every entry (ies) is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

PREVENTION OF INSIDER TRADING

LISTING WITH STOCK EXCHANGE

The Company received the listing approval from the BSE Limited vide their Notice No. 20150119-19 dated 19th January, 2015 for the enlistment of entire equity and paid-up share capital of 30,33,388 equity shares of the face value of Rs. 10/- each of the Company on the BSE Limited. Thus, the equity shares of the Company are presently listed on both The Calcutta Stock Exchange Ltd. ["CSE"] and BSE Limited ["BSE"] and the listing fees for the Financial Year 2016-17 have already been paid to the CSE and BSE .

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Jagan Mohan Reddy Joseph Sudheer

Thumma Reddy Thumma

Director Director

DIN: 06554945 DIN: 07033919

Date: September 08, 2016

Place: Kolkata

Registered Office:

5 & 6, Fancy Lane, Kolkata - 700001,

West Bengal, India.

Mar 31, 2015

Dear Members,

The Board of Directors of South India Projects Limited are pleased to present the Thirty Fourth Annual Report for the Financial Year ended 31st March, 2015, together with the Auditors' Report and Audited Accounts for the Financial Year 2014- 2015.

FINANCIAL RESULTS:

The summarized performance of the Company for the Financial Years 2014- 2015 and 2013- 2014 are as under:

(Amount Rs. in lacs) Year ended 31st March, Year ended 31st March 2015 2014

Total Revenue 187.73 76.29

Profit /Loss before Finance Cost, Depreciation & Taxation 164.32 59.91

Less: Finance Cost 0.11 0.30

Less: Depreciation 0.00 1.71

Less: Provision for Taxation 34.65 15.78

Profit/(Loss) for the Year 129.56 42.12

FINANCIAL PERFORMANCE:

During the year under review, your Company achieved revenue from operations of Rs. 186.92 Lacs as against Rs. 70.62 Lacs in the Previous Year and recorded Profit before Finance Cost, Depreciation and Taxation of Rs. 164.32 Lacs as against Rs. 59.91 Lacs in the Financial Year 2014- 2015. The financial year 2014-15 was a significant year for the Company in terms of growth in profitability, the net profit during the year has grown around by 207.60% over the previous financial year.

DIVIDEND & RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year so as to retain the earnings for better working in the future. During the Financial Year under review, your Company transferred a sum of Rs. 79.25 lakhs to Special Reserve as per Section 45-IC of RBI Act, 1934 for the Financial Year ended 31.03.2008 to ended 31.03.2013 and for the Financial Year ended 31.03.2015, as the Company inadequately did not transferred the required surplus reserves figures to the aforementioned Special Reserve.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2014-15, the total issued and paid-up Capital of the Company has increased from Rs. 1,99,56,500/- to Rs. 3,03,33,880/- of face value of Rs. 10/- each pursuant to allotment 10,37,738 bonus shares of face value of Rs. 10/- each on 21.05.2014 at a ratio of 13:25 (i.e thirteen equity shares for every twenty five equity shares already held) to the members of the Company.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture Or Associate Companies as on the date of the Balance Sheet.

LISTING:

The Company received the listing approval from the BSE Limited vide their Notice No. 20150119-19 dated 19th January, 2015 for the enlistment of entire equity and paid-up share capital of 30,33,388 equity shares of the face value of Rs. 10/- each of the Company on the BSE Limited.Thus, the equity shares of the Company are presently listed on both The Calcutta Stock Exchange Ltd. ["CSE"] and BSE Limited ["BSE"] and the listing fees for the Financial Year 2015- 2016 have already been paid to the CSE and for the BSE it is yet to be paid.

STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

The Company is solely concentrating in the Non- Banking Financial Company segment and there has been no change in the business of the Company during the financial year ended 31st March, 2015.

INDUSTRY SCENARIO:

NBFCs play a vital role in the financial sector of our economy along with other financial institutions. Over the years, due to their strategic management practices and refined operational techniques coupled with lower costs of delivery, lower restrictions on customers etc., have led to it being an alternate choice and at times the first choice for several customers, who need financing. While the RBI has made regulations stringent for the NBFCs, it has also recognized the utility of the NBFCs and thereby made them eligible to set up Banks and also act as an extension of Banks, where the Banks cannot reach. Due to the increase in finance space by NBFCs, the RBI's surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report except for the below-mentioned information therein:

- Open Offer for acquisition of equity shares of the Company: Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma (the "Acquirers") have entered into Share Purchase Agreement dated 08.04.2015 with the Present Promoters/ Promoter Group of the Company to acquire in aggregate 12,29,346 equity shares of Rs. 10/- each representing 40.53% of the total equity and voting share capital of the Company at a price of Rs. 25/- per fully paid-up equity share, requiring them to make an Open Offer for 26.00% of the equity and voting share capital of the Company in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. However, the Open Offer is subject to RBI, SEBI and other Statutory approvals and hence the approval have not yet been received.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

GENERAL RESULTS:

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT.Pursuant to the allotment of 10,37,738 bonus shares on 21.05.2014, the Corporate Governance is applicable to the Company w.e.f Financial Year 2014-15. Accordingly, your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Further, the SEBI vide circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 has prescribed certain requirement for paid up share capital and its net-worth as compliance for clause 49 of the listing agreement. Since the paid up share capital of your Company and its net-worth was below the prescribed limit w.e.f. 01.10.2014; the compliance of clause 49 of the listing agreement is not mandatory on the Company in the financial year 2014-2015. Accordingly, a separate section on Management Discussion and Analysis on Corporate Governance, a Report on the composition of the Committee for Corporate Governance (as applicable for the part of the year) are annexed to this report as Annexure A & Annexure B. The Company has adopted Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes as applicable to the Company w.e.f Financial Year 2014-15.

DIRECTORS:

At the ensuing Annual General Meeting, Shri Aakash Tantia, Director retire by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment.

During the Year, the Board of Directors appointed Mr. Sanjay Kumar Mohta and Mrs. Nita Agarwal as Independent Director of the Company on 05.02.2015 and 20.03.2015 respectively as an Additional Directors of the Company. In terms of Section 149 of the Companies Act, 2013 (to the extent notified) the Board proposes appointment of Mr. Sanjay Kumar Mohta and Mrs. Nita Agarwal who are Independent Directors as Non Rotational Directors for a period of five years at the ensuing Annual General Meeting.

A brief resume of Director(s) retiring by rotation seeking appointment/ re- appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold Directorship and/or Membership/Chairmanship of Committees of Board, as stipulated under the then clause 49 of the Listing Agreement with the Stock Exchanges, shall be accompanied to the notice for the ensuing 34th Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state and confirm that:-

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

- The Directors had selected such accounting policies and applied consistently and have made judgements 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 31.03.2015 and of the profit of the Company for the year ended 31.03.2015;

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

- The Directors had prepared the annual accounts on a going concern basis;

- The Directors, had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and - The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Amitabh Kejriwal, Mr. Pradeep Chhotaria, Mr. Premjeet Singh, Mr. Sanjay Kumar Mohta and Mrs. Nita Agarwal are Independent Directors on the Board of your Company. These Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.www.southindiaprojectslimited.in. Further,the Independent Directors of your Company, comprising of Mr. Amitabh Kejriwal, Mr. Pradeep Chhotaria and Mr. Premjeet Singh in the meeting held on 18.02.2015 has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with the requirement of Clause 49 of the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act, 2013 were transacted thereat.

STATUTORY AUDITORS,THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

In the last AGM held on 29.09.2014, M/ s. S. K. Soni & Co., Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The Auditors' Report is self-explanatory and therefore does not call for any further comments.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Company's code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee etc.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is enclosed as Annexure C.

SECRETERIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. RBM & Associates, represented by Radhaballav Mandal , Practicing Company Secretary, had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure D is self-explanatory and does not call for any further comments.

PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS:

Loans and advances balances are subject to confirmation by the respective parties and the details of guarantees and/or security in connection with loans to other body corporates or persons are given in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended 31st March, 2015 were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the Financial Year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required, marked as "Annexure E".

PARTICULARS OF EMPLOYEES:

During the year under review, None of the employees has received a remuneration exceeding the limit specified under Section 197 of the Companies Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2015, the Board of Directors have adopted a Policy on Board Diversity, Director Attributes and the Remuneration. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company. The Details of Remuneration paid by the Company is given in MGT- 9 of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

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

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the Financial Year under review.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company's Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

For and on behalf of the Board

Place: Kolkata Sd/- Sd/- Sd/- Sd/- Date: 28th May, Jai Prakash Tantia Akash Tantia Premjeet Singh Amitabh 2015 Director Director Director agarwal Director

Mar 31, 2014

Dear Members,

The Board of Directors of South India Projects Limited are pleased to present the Thirty Third Annual Report for the Financial Year ended 31st March, 2014, together with the Auditors'' Report and Audited Accounts for the Financial Year 2013- 2014.

FINANCIAL RESULTS :

The summarized performance of the Company for the Financial Years 2013-2014 and 2012-2013 are as under : (Amount Rs. in lacs)

Year ended Year ended 31-03-2014 31-03-2013

Total Revenue 76.29 70.61

Profit / Loss before Finance Cost, Depreciation and Taxation 59.91 44.19

Less : Finance Cost 0.30 0.31

Less : Depreciation 1.71 1.56

Less : Provision for Taxation 15.78 11.47

Profit / (Loss) for the Year 42.12 30.85

FINANCIAL PERFORMANCE :

During the year under review, your Company achieved revenue from operations of Rs. 70.62 Lacs as against Rs 65.38 Lacs in the Previous Year and recorded Profit before Finance Cost, Depreciation and Taxation of Rs. 59.91 Lacs as against Rs. 44.19 Lacs in the Financial Year 2013- 2014.

DIVIDEND :

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year so as to retain the earnings for better working in the future.

FIXED DEPOSITS :

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARY COMPANIES :

Your Company do not have any Subsidiary Company as on the date of the Balance Sheet.

ISSUE OF BONUS SHARES :

The Company issued and allotted 10,37,738 bonus shares of face value of Rs. 10/ - each on 21.05.2014 at a ratio of 13:25 (i.e thirteen equity shares for every twenty five equity shares already held) to the members of the Company. Pursuant to the said allotment, the total issued and paid-up Capital of the Company has increased to Rs. 3,03,33,880/- comprising of 30,33,388 equity shares of face value of Rs. 10/- each.

LISTING :

The equity shares of the Company are presently listed on The Calcutta Stock Exchange Ltd. and the listing fees up to the Financial Year 2014-2015 have been paid.

DIRECT LISTING ON PLATFORM OF THE BSE LIMITED :

Yours Directors are pleased to inform you that your Company proposes to get its equity shares listed on the BSE Limited under the platform of "BSE Limited Direct Listing".

DIRECTORS :

At the ensuing Annual General Meeting. Shri Jai Prakash Tantia, Director retire by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment. During the Year, the Board of Directors appointed Mr. Premjeet Singh as Independent Director of the Company on 26th March, 2014 as an Additional Director of the Company. In terms of Section 149 of the Companies Act, 2013 (to the extent notified) the Board proposes appointment of Mr. Premjeet Singh, Mr. Amitabh Kejriwal and Mr. Pradeep Chhotaria who are Independent Directors as Non Rotational Directors for a period of five years at the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under both Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. A brief resume of Director(s) retiring by rotation seeking appointment/ re- appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold Directorship and/or Membership/Chairmanship of Committees of Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, shall be accompanied to the notice for the ensuing 33rd Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to sub-section 2AA of Section 217 of the Companies Act, 1956 (''the old Act'') and corresponding sub-section 5 of Section 134 of the Companies Act, 2013 (''the new Act'') the Board of Directors here by state and confirm that :

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

- Appropriate accounting policies have been selected and applied consistently and have made judgements 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 31.03.2014 and of the profit of the Company for the year ended 31.03.2014;

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis;

- The Company has devised proper systems to ensure compliances of all laws applicable to the Company;

- Internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively.

COMPLIANCE CERTIFICATE :

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in ''Clause 49'' of the Listing Agreement is not included in the Annual Report as it is applicable since F.Y 2014- 2015.

GENERAL RESULTS :

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to the allotment of 10,37,738 bonus shares on 21.05.2014, the Corporate Governance is applicable to the Company w.e.f. Financial Year 2014-15. Accordingly, your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per the Clause 49 of the Listing Agreement with the Stock Exchanges, and the requirements set out by the Securities and Exchange Board of India, the Company confirms to the norms of Corporate Governance as envisaged in the Companies Act and the Listing Agreement with the Stock Exchanges w.e.f. Financial Year 2014- 2015. A separate section on Management Discussion and Analysis on Corporate Governance, a Report on the composition of the Committee for Corporate Governance are annexed to this report as Annexure 1 & Annexure 2. The Company has adopted Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes as applicable to the Company w.e.f Financial Year 2014-15.

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

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the Financial Year under review.

AUDITORS :

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. M/s. S. K Soni & Co., Chartered Accountants have confirmed that their re-appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for re-appointment. M/s. S. K. Soni & Co., Chartered Accountants, if appointed in the ensuing Annual General Meeting, will be the Statutory Auditor of the Company and will hold the office from the conclusion of forthcoming 33rd Annual General Meeting till the conclusion of 36th Annual General Meeting.

OBSERVATION ON AUDIT REPORT :

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further comments and explanation.

PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered by the provisions of section 217(2A) of the Companies Act, 1956 (''the old Act'') and corresponding Section 197 of the Companies Act, 2013 (''the new Act'') read with Companies (Particular of Employees) Rules 1975, as amended.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company''s Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

For and on behalf of the Board

Sd/- Place : Kolkata Jai Prakash Tantia Date : 30th May, 2014 Director

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting Thirty Second Annual Report together with Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS: (Rs.)

Opening Balance (10,83,412)

Add / (Less): Profit / (Loss) for the year 30,85,003

20,01,591

Add : Dimunition in Investment Written Back 17,42,750

37,44,341

Less : Dimunition in value of Investment (56,10,989)

(18,66,648)

OBSERVATION ON AUDIT REPORT:

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further clarification.

GENERAL RESULTS :

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

DIVIDEND:

The Board has decided not to declare any Dividend during the Financial Year so as to retain the earnings for better working in the future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956 the Board of Directors hereby state and confirm that

I. In the preparation of Annual Accounts, the applicable accounting standards had been followed.

II. The Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

IV. The Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate from a practicing Company Secretary under Section 383A of the Companies Amendment Act, 2000 for compliance of provisions of the Companies Act, 1956. And the same is annexed herewith as a part of this report.

DIRECTORS :

Sri Akash Tantia retires at the ensuing Annual General Meeting and is eligible for re-election.

DEPOSITS:

The Company has not taken any deposits from the public under Section 58A of the Companies Act, 1956.

LISTING :

The Company''s Securities have listed at The Calcutta Stock Exchange Association Ltd.

AUDITORS:

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

None of the employees of your Company are in receipt of the remuneration requiring disclosures pursuant to the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are annexed.

J. P. TANTIA A. TANTIA Place : Kolkata A. KEJRIWAL Dated : 10th August, 2013 Directors

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting Thirty First Annual Report together with Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS : (Rs.)

Opening Balance 48,021

Add / (Less): Profit / (Loss) for the year (9,07,367)

(8,59,346)

Add : Dimunition in Investment Written Back 15,18,684

6,59,338

Less : Dimunition in value of Investment 17,42,750

(10,83,412)

OBSERVATION ON AUDIT REPORT :

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further clarification.

GENERAL RESULTS :

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

DIVIDEND :

The Board has decided not to declare any Dividend during the Financial Year due to loss in the working of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956 the Board of Directors hereby state and confirm that

i. In the preparation of Annual Accounts, the applicable accounting standards had been followed.

II. The Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate from a practicing Company Secretary under Section 383A of the Companies Amendment Act, 2000 for compliance of provisions of the Companies Act, 1956. And the same is annexed herewith as a part of this report.

DIRECTORS:

Sri Amitabh Kejriwal retires at the ensuing Annual General Meeting and is eligible for re-election.

DEPOSITS :

The Company has not taken any deposits from the public under Section 58A of the Companies Act, 1956.

LISTING :

The Company''s Securities have listed at The Calcutta Stock Exchange Association Ltd.

AUDITORS :

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual Genera! Meeting of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

None of the employees of your Company are in receipt of the remuneration requiring disclosures pursuant to the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are annexed.

J. P. TANTIA A. TANTIA Place : Kolkata A. KEJRIWAL Dated : 10th August, 2012 Directors

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting Thirtyth Annua! Report together with Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS : (Rs.)

Profit after Taxation 64,40,639

Less: Dimunition in value of Investments 15,18,684

49,21,955

Add : Balance brought forward from last year 1,26,066

50,48,021

Less: Transferred to General Reserve 50,00,000

Balance brought forward to Balance Sheet 48,021

OBSERVATION ON AUDIT REPORT :

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further clarification.

GENERAL RESULTS :

During the year under Review the Company''s funds were deployed in the Stock Market as well as other Financial Instruments which have given good returns.

DIVIDEND :

The Board has decided not to declare any Dividend during the Financial Year so as to enable the Company to retain the earnings and make the Capital Base stronger for the future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956 the Board of Directors hereby state and confirm that :-

I. In the preparation of Annual Accounts, the applicable accounting standards had been followed.

II. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate from a practicing Company Secretary under Section 383A of the Companies Amendment Act, 2000 for compliance of provisions of the Companies Act, 1956. And the same is annexed herewith as a part of this report.

DIRECTORS :

Sri S. Dasgupta retires at the ensuing Annual General Meeting and is eligible for re-election.

DEPOSITS :

The Company has not taken any deposits from the public under Section 58A of the Companies Act, 1956.

LISTING :

The Company''s Securities have listed at The Calcutta Stock Exchange Association Ltd.

AUDITORS :

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

None of the employees of your Company are in receipt of the remuneration requiring disclosures pursuant to the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are annexed.

J. P. TANTIA A. TANTIA Place : Kolkata A. KEJRIWAL Dated : 8th August, 2011 Directors

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