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Directors Report of Sun Techno Overseas Ltd.

Mar 31, 2015

Dear Members,

The Directors here by present the 20th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2015.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 1327795/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:

The Company does not have any significant business activity and not carried out any business during the year under review.

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs 652603000/- divided into 652603000 equity shares of Rs 1/- each. There was no change in the share capital during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. KALPESH PALAN appointed as an additional director as on 28.08.2015 and holds office up to the date of this Annual General Meeting be and hereby appointed as director of the Company and whose office liable to retire by rotation.

MR. UDAYRAJ SHEKHVA and Mr. RAMANLAL TRIVEDI appointed as an additional Director on 28.08.2015 and 05.02.2015 respectively holds office up to the date of this Annual General Meeting and is hereby appointed as an Independent Director for five consecutive years for a term up to September 29, 2020.

Mr. GIRISHBHAI DOSHI appointed as on 01.12.2014 as additional Director and same resigned as on 31.08.2015. Mr. ANAND TRIVEDI, Mr. SANDEEP MOHITE and Mr. JIVAN SATISH KATHE resigned as on 02.03.2015, 31.08.2015 and 01.12.2014 respectively.

Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year under review, company vide postal ballet notice dated 18.06.2014 and result thereof dated

02.08.2015 approved shifting of Registered office from State of Gujarat to State of Maharashtra but company failed to obtain Approval from respective Regional Director (RD) and Registrar of Companies (ROC) hence company did not make any further proceeding for the same.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year ten Board Meetings and four Audit Committee 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 Listing Agreement.

AUDIT COMMITTEE:

The terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 and details thereof have been furnished in the Corporate Governance Report forming a part of this Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

AUDITORS AND AUDITORS' REPORT:

M/S. DHVANISH SHAH & ASSOCIATES, Chartered Accountants, Ahmedabad (FRN 139838W), in respect of whom the company has received a Special Notice under section 140(4) of the Act, proposing their appointment in the place of retiring auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN 018846N) and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. ualifications made by Explanations by the Board No. ecretarial Auditor

a) Acknowledgement for sending the The notice and agenda for notices of the Meeting of the the Board and committee Board and Committees are meeting are sent by the not maintained by the company. email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.

b) Updating of website with regard The company will take to various policies is pending necessary steps to update website with regard to various policies which are pending.

c) The company has not complied The company will take with certain publication of necessary steps to comply clauses of Listing Agreement as with the same. regards Notice of Board Meeting, Notice of AGM, quarterly results.

d) As per the provisions of The Company is in process Section 149(1) of the for appointing of Women Companies Act, 2013 and Director and once suitable revised clause 49 of and if any willing candidate the listing agreement, the agrees to join the Company. Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director.

e) As per section 138 of the The size of operation of the Companies Act, 2013, Company is very small, the Company is required to it is not viable to appoint appoint Internal Internal Auditor but the Auditor. The Company has Company has established the not appointed internal control Internal Auditor. system.

f) As per section 203(1)(i),(ii) Since the Company does not & (iii), the Company is required have any significantbusiness to appoint Company Secretary & activities, hence the Volume Chief Financial Officer. The and Scope of work for the Company has not appointed Company Company Secretary and Secretary & Chief Financial Chief Financial Officer Officer. fare less and it is not a full time work and the job Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

g) The company has not maintained The company will take the attendance register for necessary steps to maintain Board and committee meeting the attendance register for board and committee meetings.

h) Statutory Registrar as per The company companies Act 2013 is yet will take necessary steps to to be updated. update Statutory Register as per companies Act 2013.

i) Certain event based E Forms The company will ensure to have not been filed by the file all relevant documents company in time which were time with ROC and other required to be filed with ROC authorities as when during the audit period. required.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or 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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e) Directors have prepared the accounts on a "going concern basis".

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

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

Since there are no women employees in the Company hence no comments

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of the remuneration of each director to the permanent employee's remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for:

a. Government Policies

b. Human Resource Risk

VIGIL MECHANISM

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, SUN TECHNO OVERSEAS LIMITED

PLACE: AHMEDABAD DATE: 31.08.2015

Sd/-

(RAMANLAL TRIVEDI) CHAIRMAN


Mar 31, 2014

Dear Members,

The Directors here by present the 19th Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company unable to generate any revenue from the operation the Company and due to some fixed cost company incurred net loss of Rs.1301411/- for the year ended 31st March, 2014.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. JIVAN KATHE was appointed as an Additional Director of the Company on 23.04.2014 be and hereby appointed as director of the Company and whose office liable to retire by rotation. Mr. ANAND TRIVEDI and Mr. SANDEEP MOHITE were appointed on 17.02.2014 and 23.04.2014 as an Additional Director of the Company and appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to September 28, 2019. Mr. BINIT JOSHI and Mr. UMESHBHAI PUROHIT were appointed as Additional Director as on 31.12.2013 and resigned from the board accordingly with effect from as on 23.04.2014 and 17.02.2014.

Mr. GIRISHBHAI DOSHI, Mr. JIMISH SONI and Mr. MANISHKUMAR PATEL were resigned as a Director of the Company with effect from 23.06.2014, 31.12.2013 and 06.01.2014.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company is not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, SUN TECHNO OVERSEAS LIMITED

PLACE: AHMEDABAD DATE: 27.08.2014 (JIVAN KATHE) CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

( Amt. In Rs.)

PARTICULARS 2009-2010 2008-2009

Sales 188.15 15690.93

Other Income 0 4.85

TOTAL 188.15 15695.78

Cost of Material Sold 182.67 16094.05

Admin.,Selling & Distribution Exp. 6.15 35.06

Depreciation 0 0

TOTAL 188.82 16129.11

Profit/(Loss) Before Tax (0.67) (433.33)

Less: Provision for Income Tax 0 0

Profit/(Loss) for the year after Taxation (0.67) (433.33)

Balance of Profit Brought Forward (361.94) 71.40

Balance of Profit Carried Forward (362.61) (361.94)

OPERATIONS:

During the year under review, your Company has incurred loss amounting to Rs.66,607/- compared to loss of Rs.4,33,33,655/- previous year. Your Directors strive hard and expect that your Company will achieve significant growth in the coming years.

DIVIDEND

In order to conserve resources, the Board of Directors has thought it prudent not to recommend payment of dividend for the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:

The company has no liability on account of unpaid/unclaimed dividend which may be required to be transferred and credited to the Investor Education and Protection Fund as per requirements of section 205C of the companies act, 1956.The company has also no outstanding unpaid/unclaimed interest liability on Deposits or Debentures or no outstanding unpaid/unclaimed principal amount of any Deposit & Debentures or application money.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: (CLAUSE 49 OF THE LISTING AGREEMENT)

Your directors have complied with the listing agreement as constituted under the Listing agreement. The details corporate Governance report is given in Annexure: A

LISTING AGREEMENT:

The securities of the company are listed with the Bombay Stock Exchange Limited (BSE), Mumbai and Ahmedabad Stock Exchange Ltd, Ahmedabad. The company has paid the annual listing fees for the year 2009- 2010.

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:

The Company has signed Tripartite Agreement with NSDL & CDSL for dematerialization of its Equity shares. The Equity shares are now available for dematerialization the ISIN allotted to shares of the company is INE703D01023.Shareholders are requested to take benefit of dematerialization.

DEPOSITS :( SECTION 58A)

During the year under review your company has neither invited nor accepted any public deposits or deposits from the private parties as defined under section 58A of the companies act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)):

Pursuant to the provisions contained in section 217(2AA) of the companies act, 1956 the Directors of your company confirm:

1) The applicable accounting standards have been followed along with proper explanation relating to material departures.

2) Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the loss of the company for that period.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis.

APPOINTMENT OF AUDITORS:

M/s. Arvind A. Thakkar, Chartered Accountants, Ahmedabad, are proposed to be appoint as auditor of the company for the financial year 2010-2011.The board will fix the remuneration of newly appointed auditors of the company. The necessary certificate under section 224(1B) of the Companies Act, 1956 has been received from the auditor.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2010 which is self-explanatory and needs no comments.

AUDITORS OBSERVATION:

The statutory Auditors of the company have not made any adverse observation in their report. Notes to the Accounts are self explanatory in nature.

EMPLOYEES (SECTION 217(2A)):

There is no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs.2,00,000/- in the aggregate if employed for a part of the year. Hence, the information required under section 217(2A) of the companies act,1956 being not applicable are not given in this report.

FORMATION OF THE AUDIT COMMITTEE (SECTION 292A):

The company has already formed an Audit committees comprising independent Non-Executive Directors as per requirements of Section 292A and clause 49 of the listing Agreement. The terms of reference and powers, authorities, responsibilities assigned to the committees are framed as per the guideline of clause 49 of the Listing Agreements. A detailed system of working of the committee is given in report on Corporate Governance forming part of this report.

DISCLOSURE OF PARTICULARS WITH RESPECT:

A) CONSERVATION OF ENERGY,RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION,ADOPTION INNOVATION:

The Disclosure of particulars with respect to conversation of energy pursuant to the provision of section 217(1)(e) of the Companies act,1956 read with the companies(Disclosure of particulars in the report of Board of Directors) rules 1988, are not applicable to the company. However, the company makes its best efforts for conservation of energy. The company has not carried out any specific research and development activities. The company has not imported or absorbed any new technology during the year under review.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information regarding Foreign Exchange Earnings and out go is as follows:

a) Earnings in Foreign Exchange : Nil

b) Outgo in Foreign Exchange : Nil

ACKNOWLEDGEMENT:

The management is grateful to the Government Authorities, Bankers, Vendors, Employees, for their continued assistance and co-operation. The Directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Directors

Place: Ahmedabad

Date: 04.09.2010 Director


Mar 31, 2009

The directors have pleasure in presenting herewith the 14th Audited Annual Report for the year ended on 31st March, 2009 of your Company.

FINANCIAL HIGHLIGHT.

The Financial performance of the company during the year is as under:





(Rs.in Lacs)

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED

ENDED ON ON

31/03/2009 31/03/2008

Total Income 16141.97 852.42

Total Expenses 16575.31 844.50

Profit Before Depreciation &Tax (433.34) 7.92

Depreciation NIL 32.29

Provision For Tax Nil NIL

Provision for FBT. NIl NIL

Profit/(Loss) After Tax. (433.34) (24.37)

Deferred Tax (Assets) Liability NIL

Net Profit / (Loss)

for the Year (433.34) (24.37)





DIVIDEND:

The Company has suffered a net loss after making provision of depreciation during the year. Hence your directors have not recommended any amount of dividend to be paid for the year.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND:

The Company has no liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

BUY BACK OF SHARES:

The Company has not announced any Buy Back Of Share of its Equity Share Capital since inception as per the provisions of Section 77A, 77AA, 77B of the Company Act 1956. Hence the Company is not required to complete any such formalities as provided in the Companies Act on account of Buy Back Of Shares.

CAPITAL STRUCTURE OF THE COMPANY:

The Company has not issued any share of any nature during the year under review. There were no changes in the Capital structure of the Company during the year. However, after closure of the financial year the Company has increased the Authorized share capital from current Rs.11,00,00,000/-to Rs. 26,00,00,000/- .

YEAR UNDER REVIEW:

During the year under review your company has earned a net trading income of Rs. 15893.79 Lacs (Previous Year Rs. 850.95 Lacs), Other Income of Rs. 248.18 Lacs (Previous Year Rs. 1.47 Lacs) and Total income of Rs. 1+141.97 Lacs (Previous year Rs. 852.42 Lacs). After deduction of all Expenses including depreciation for Rs. 16575.31 Lacs (Previous Year Rs. 876.79 Lacs) your company has suffered a gross loss of Rs. 433.34 Lacs (Previous year of Rs. 24.37 Lacs). After making provisions of Corporate Income Tax, FBT and Deferred Tax Assets, your company has suffered a Net loss of Rs. 433.34 Lacs) Previous Year of Rs. 24.37 Lacs) which is carried to Balance sheet as profit & Loss account debit balance and show accordingly.

FUTURE OUTLOOK:

The Company has started full fledged trading operations and business in commodities both agro based and precious metals and other goods both in present and future markets. The Company is also exploring the opportunity to do the business of import, export and trading in gold, silver and other precious metals including diamond. The company is also diversifying its business activities in the high demand sector of POWER. The company has planed to make expansion by establishment of the Wind Turbine Power Generation Plant. This is least capital intensive project with high profit return and various tax benefits. The Management foresees good future in terms of turnover, profitability in the coming year due to large scale of trading operations and diversification and expansion in to power sector.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: (CLAUSE 49 OF THE LISTING AGREEMENT)

Your directors have in compliance with the listing agreement and the companies (Amendment) Act-2000 formed the Corporate Governance Committee within the Organization. The details Corporate Governance Report is given in Annexure: A.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO. SMDRP / CIR-14 / 98 DATED APRIL 29™, 1998

The Companys shares are at present listed on Ahmedabad and Mumbai Stock Exchanges. The complete addresses are given elsewhere in this report. The Company has paid the Annual listing feels for the years 2009-2010 of Mumbai Stock Exchange. The Company has not paid the Annual Listing fees of the Ahmedabad Stock Exchange Limited. The shares of the company are freely tradable on Mumbai stock Exchange. However trading terminal window of The Ahmedabad Stock Exchange Limited is closed by SEBI hence, there is no trading in Ahmedabad Stock Exchange.

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:

The company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization the (SIN allotted to shares of the company is INE706Q01021. Shareholders are requested to take benefits of Dematerializations.

ENVIROMENT PROTECTION:

The Company is engaged in the business of trading and generation, sell of wind mill power. It does not generate any water or Air pollution. Hence, the law and regulations relating to the pollution control and Environment Protection are not applicable to the company.

INSURANCE AND PROTECTION OF ASSETS:

The Companys all fixed assets and tangible movable assets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved and reputed insurance companies. During the year the company has not made any insurance claims and no such claims are pending for settlement.

DEPOSITS: (SECTION 58A)

During the year under review your company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

DIRECTORS

During the year Shri Hitesh N Parikh and Mr. Nilesh. N. Vora had resigned as Director w.e.f. 1st January 2009. The Resignation as Promoter/ Director of Mr. Pinakin. R. Shah was approved by the Shareholders by passing a Special Resolution under Regulation 12 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997 by passing a Resolution through Postal Ballot means on 25th March 2009. During the Year Mr. Girish. G. Doshi and Mr. Mahendra. A. Solanki were appointed as Additional Director on the Board, Their appointment as regular directors was also confirmed by the shareholders under SEBI (SAST) Regulations. However, as per companies Act 1956, their appointment as Regular appointment under section 260 is required to be confirmed, hence, resolutions are proposed to be passed in the ensuing Annual General Meeting.

During the year, Mr. Rakesh. Y. Bhatt will retire by rotation as per provisions of section 255 of the Act. However, being eligible for reappointment, a resolution confirming his reappointment is required to be passed at the ensuing annual general meeting. Your directors recommend to pass all these resolutions.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm:

(A) That in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same, except the accounting standards as are not applicable to the company and as mentioned by the statutory auditors in their report as not complied by the company.

(B) That they have selected such accounting policies and applied them consistently and made judgements and estimated that are reasonable and prudent so as to give a true and fair view of the state of affair of the company for that period:

(C) That they 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 for preventing and detecting fraud and other irregularities:

(D) That they have prepared the annual account on a going concern basis.

STATUTORY AUDITOR:

M/s. H. J. Parikh & Co., Chartered Accountants the previous year retiring Auditors have expressed their unwillingness to continue as the Statutory Auditors of the Company for the next financial year due to their other pre occupations. Hence, the Board of Directors has consulted Mr. Arvind Thakkar, Chartered Accountants, to act as the Statutory Auditors for the next financial year i.e. for the year 2009-10. They have given their letter of consent and confirmation under section 224(1 B) of the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION:

The statutory Auditors of the company have not made any adverse observation in their report. Notes to the Accounts are self explanatory in nature.

EMPLOYEES: (SECTION 217 (2A))

There is no employee of the company who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of RS. 2,00,000/- in the aggregate if employed for a part of the year.

Hence the information required under section 217 (2A) of the companies Act, 1956 being not applicable are not given in this report.

FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)

The company has already formed an Audit committee comprising independent Non Executive Directors as per requirement of section 292A and clause 49 of the listing Agreement. The terms of reference and powers, authorities, responsibilities assigned to the Committee are framed as per the guidelines of clause 49 of the Listing Agreement. A detailed system of working of the committee is given in report on Corporate Governance forming part of this report.

MATERIAL DEVELOPMENT:

After closure of the financial year, the Company has increased the Authorized Share Capital from Rs. 11,00,00,000/- to Rs. 26,00,00,000/- as stated elsewhere in this report. Except the above, there has been no material development in the Company from the closure of the financial year till the date of this annual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION: (SECTION 217 (1) (E)):

As the Company is a trading Company and not engaged in the manufacturing activities, hence, the information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act - 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are not applicable and not given in this report.

APPRECIATION:

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & Committee of all our employees, without which the continuing progress of the Company would not have been possible.



PLACE: AHMEDABAD ON BEHALF OF THE BOARD OF DIRECTORS

OF WELLWORTH OVERSEAS LIMITED

DATE:

SD/-

(GIRISH. G. DOSHI)

CHAIRMAN AND DIRECTOR

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