Directors Report of Suryo Foods & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations together with the Audited Accounts for the financial year ending 31st March'2015. The performance of the Company for the year ended on 31st March 2015 is summarized below:

1. Financial Highlights:

The summarized financial results of our operations for the Financial Year ending 31st March'2015 is detailed hereunder

(Amount in Rs.)

Particulars 2014-15 2013-14

a) Revenue from Operations - -

b) Other Income 30,00,000 4,80,000

c) Total Income 30,00,000 4,80,000

d) Profit/Loss before Interest & 22,27,953 52,654 Depreciation

e) Less Interest - -

f) Cash Surplus(d-e) 22,27,953 52,654

g) Less Depreciation 4,27,200 5,74,571

h) Profit/Loss before Tax 18,00,753 (5,21,571)

i) Provision for Tax - -

j) Profit/Loss after TaX 18,00,753 (5,21,571)

k) Transaction relating to earlier - - years

l) Proposed Dividend - -

m) Transfer to General Reserve - -

n) Surplus in Profit & Loss Account 18,00,753 -

o) Earnings Per Share( Basic & Diluted) 0.45 (0.13)

Note: Previous year's figures are regrouped wherever necessary.

SUMMARY OF OPERATION

The income of the Company has increased by approximately Rs. 25.20 lakhs as compared to the previous year and incurred Profit of Rs. 18.00 lakhs (Previous Year a loss of Rs. 5.21 Lakhs) during the year, Pursuant to notification of Schedule II to the Companies Act 2013 with effect from 1st April 2014, the Company has charged depreciation based on the useful lives as prescribed under the Schedule II. The depreciation charge for the Year ended 31st March, 2015 is lower by Rs. 96,000 as compared to the Previous Year.

FUTURE PROSPECTS

After a decade, from 1st April, 2015 the Company has started its Operation at Gopalpur hatchery. During the Financial year 2015-16, the Company is expecting that the Sales Turnover will be around Rs. 5.00 Cores and during the first three months of the financial year 2015-16 the turnover of the Company is around Rs. 1.00 cores. The Company is expecting to get a good return during the financial year.

STATE OF THE COMPANY'S AFFAIRS

The company's overall performance during the financial year was satisfactory and the Directors were interested not only to increase the earnings of the company but also to provide qualitative services to its customer and society and were continuing their efforts on achieving both the objective for protecting the interest of the stakeholders as well as its customer & society as a whole.

DEPOSITS

The Company has not accepted any public deposits during the financial year, so no amount of principal or Interest was outstanding as of the Balance Sheet date.

DIVIDEND

As during the financial year 2014-15 there was no operation of the company, so the Directors of the Company has not recommended any Dividend and the operation of the Company has started from 1st April, 2015, and the Company is expecting a handsome return from the operation in the coming years, then after the company will declare dividends.

TRANSFER TO GENERAL RESERVE

During the financial year ending on 31st March, 2015, we proposed to transfer Amount of Rs.18, 00,753 to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975. An amount of Rs. (4, 54, 06, 000) is proposed to be retained in the Surplus.

Declaration by the Directors

Declaration By Independent Directors .

The Company has received necessary declaration from each independent Directors Under Sec 149(7) of Companies Act 2013, that he meet the criteria of independence laid down under section 149(6) of Companies Act 2013 and clause 49 of the listing Agreement. The declaration of Independency is submitted and taken on record on the Board Meeting held on 22nd May, 2015.

Disclosure of Interest by the Directors:

The Board noted the disclosure of Interest received from all the Directors in other companies as on 1st April, 2015 pursuant to the provisions of Section 184 (1) of the Companies Act 2013 (corresponding section 299 of the old act), read with rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, in Form No MBP-1 on the Board Meeting held on 22nd May, 2015

Disclosure of Disqualification by the Directors:

The Board of Directors of the Company received that the general notice of disqualification of Directors from all the Directors of the Company for the FY-2015-16 pursuant to the provisions of Section 164 (1) of the Companies Act 2013, read with rule 14(1) of Companies (Appointment and Qualification of Directors) Rule, 2014 on the Board Meeting held on 22nd May, 2015

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is attached to the Boards Report in Annexure-A.

Directors' Responsibility Statement as required under Section 134(3)(c) of the Companies Act, 2013.

The Financial Statements are prepared in accordance with the General Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis. There were no Material departures from the prescribed Accounting Standards in the adoption of these Standards.

The Directors confirm that:

(a) In the preparation of annual accounts for the financial year ended 31st March/2015/ the applicable accounting standards have been followed

(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 prepared the annual accounts on a going concern basis.

(d) 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.

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

Statutory Auditors, their Report and Financial Statements and Notes to Financial Statements.

At the Annual General Meeting held on 29.09.2014, M/s. SRB & Associates, Chartered Accountants, Bhubaneswar were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of the Auditor shall be placed for ratification at every Annual General Meeting .Accordingly the Appointment of M/s. SRB & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by Shareholders. In this regard the company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' report are self-explanatory and therefore do not call for any further comments.

Auditor Certificate on Corporate Governance

As required by clause 49 of the listing agreement, the auditor's certificate on corporate governance is enclosed as an annexure to the Board's Report in Annexure-B

Cost Audit

As per the provision of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rule, 2014, Cost Audit was not applicable to the Company during the F.Y. 2014-2015.

Secretarial Auditor

M/s. Saroj Ray and Associates , Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for FY 2014-15 forms part of the Annual Report as Annexure to the Board Report in Annexure-c.

The Board has appointed M/s. Saroj Ray and Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2015-16.

Further, the report of the Secretarial Auditors along with notes to Schedules is enclosed to this report. The observations made in the Secretarial Audit report are self-explanatory and therefore do not call for any further comments

Internal Auditor

M/s. Amit Mallik and Associates, Practicing Chartered Accountants was appointed to conduct the Internal Audit of the Company for the Financial Year 2014-15 as required under Section 138 of the Companies Act, 2013 and Rules there under. The Internal Audit Report for FY 2014-15 forms part of the Annual Report as Annexure to the Board Report. The Board has appointed M/s Amit Mallik and Associates, Practicing Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2015-16.

MANAGEMENT'S DISCUSION AND ANALYSIS REPORT:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure-D forming part of the Annual Report

Capital

During the financial year, no allotment has been made by the Company.

As on 31st March, 2015 the issued, subscribed and paid up capital of the Company stood at Rs. 3,96,00,000/-, comprising 39,60,000 no of Equity Share of Rs. 10/- each.

Risk management policy

The Board is of the opinion that, risk is an inseparable element from business which may threaten the existence of the Company so adequate measures have been taken to minimize the quantum of risk element.

Significant and material orders passed by the regulators

There are no significant and Material order passed by the regulator or courts or tribunals impacting the going concern status and company's operations in future.

Internal Financial Control

The Board has adopted the policies and procedure for ensuring the orderly and efficient conduct of its business including adherence to the Companies Policies, the safeguarding of its assets, prevention and detection of frauds and errors and the timely preparation of reliable financial disclosure.

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).

Corporate Social Responsibilities Committee

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Fixed Deposits

The Company has not accepted any deposits from the public during the financial year 2014-15 in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees

As during the financial year 2014-15 the company was not in the operation, so there was no employee of the Company.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars as prescribed under sub section (3)(m) of 134 of the Companies Act ,2013 read with Companies ( Accounts) Rule,2014 the Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings & Outgo is NIL during the year.

Personnel

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 134(3) (m) of the Companies Act, 2013.

Disclosure as per listing agreement:

Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, the company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note- 26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annual listing fees to the 'The Bombay Stock Exchange Limited' for the year 2014-15 have been paid.

Acknowledgement:

The Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders' clients, Bank, Central & State government, the company's valued investors and all other business partner for their continued co-operation and excellent support received during the year.

For and on behalf of the Board M/s. Suryo Foods and Industries Ltd

Sd/- Date: 29.07.2015 (Chairman Cum Managing Director) Place: Gopalpur-on-Sea

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Mar 31, 2014

To The Members

The Directors are presenting the 25th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

(Amount in Rs.) Particulars 2013-2014 2012-2013

a) Revenue from Operations - -

b) Other Income 480,000 430,000

c) Total Income 480,000 430,000

d) Profit/ (Loss) before Interest & Depreciation 52,654 (58,819)

e) Less Interest - -

f Cash Surplus (d-e) 52,654 (58,819)

g) Less Depreciation 574,225 622,766

h) Profit/(Loss) Before Tax (521,571) (681,585)

i) Provision for Tax - -

Profit/(Loss) After Tax (521,571) (681,585)

k) Transaction relating to earlier years - -

l) Proposed Dividend - -

m) Transfer to General Reserve - -

n) Surplus in Profit & Loss Account - -

o) Earnings Per Share (Basic & Diluted) (0.13) (0.17)

DIVIDEND

Your Directors do not recommended any dividend for the financial year.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The Company has entered into an agreement with the Central Institute of Brackishwater Aquaculture (CIBA) and Indian Council of Agricultural Research (ICAR) on the 1st Day of May, 2013 for the technology transfer on sea bass seed production. The Company has expressed its interest in possible consultancy agreement in all issues related to rearing, hatchlings to fry, broodstock maturation, spawning and egg collection. A series of informal discussions and email exchanges were held by the client with the Institute. Client wanted Institute to be the consultant to impart the technology on above said aspects of Asian Sea bass farming.

DEPOSITS

The Company has not accepted any deposits from public so far.

DIRECTORS

Mr. Amarendra Dash is continuing as Chairman & Managing Director and Mrs. Annapurna Dash, Mr. Ajay Kumar Dash, Mr. Bata Krishna Tripathy, Mr. Ramakanta Rath, IAS (Retired) & Mr. Gopinath Sarangi are continuing as Directors of the Company. Mrs. Annapurna Dash is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITOR''S OBSERVATION

During the financial year 2013-2014 there is no audit qualification in the Company''s financial statements. The Company will continue to adopt best practices to ensure the regime of unqualified financial statements.

AUDITORS

M/s SRB & ASSOCIATES, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. M/s SRB & ASSOCIATES, Chartered Accountants have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.

M/s. SRB & Associates, Chartered Accountants, Bhubaneswar (Firm Registration No. 310009E), who have offered themselves for re-appointment and have confirmed their eligibility in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014, be and are hereby re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of the 25th Annual General Meeting up to the conclusion of the 28th Annual General Meeting (subject to ratification by the members at every subsequent AGM) at a remuneration as may be decided by the Board of Directors of the Company."

M/s. SRB & Associates, Chartered Accountants, Bhubaneswar (Firm Registration No. 310009E), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the next three years to hold office from the conclusion of 25th AGM till the conclusion of the 28th AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM. Under Section 139(1) of the Companies Act, 2013 and the Rules framed there under. M/s. SRB & Associates have furnished a certificate of their eligibility and consent for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 (the Act) the Directors, based on the representation received from the Operating Management, confirm that:-

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) 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 your Company as at 31st March, 2014 and of the loss of your Company for the year ended on that date;

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

iv) the Directors had prepared the annual accounts on a going concern basis; EARNING AND OUTGO

Since there is no manufacturing activity, so Technology absorption, Energy Conservations, foreign exchange earnings are taken as Nil.

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

There was no transition with any related party during the year under audit.

Listing:

The Company''s shares are listed on the Bombay Stock Exchange Limited, (BSE).

Dematerialization: The Company has made necessary arrangements with NSDL & CDSL for dematerialization of Shares.

Corporate Governance:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure -A" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

Management Discussion & Analysis Report:

Management Discussion & Analysis report is placed at "Annexure -B" to this report. Industrial Relations:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship.

Acknowledgements:

Your Directors wish to express their grateful appreciation for the assistance and co- operation received from HDFC Bank. Cordial relations prevailed during the year with the employees at all levels. Your Directors wish to place on record their deep sense of appreciation to employees at all levels for their hard work, dedication and commitment The enthusiasm and unstinting efforts of the employees had enabled the Company to maintain in the industry in spite of increased competition.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- Place: Bhubaneswar Mr. Amarendra Dash Date: 02.05.2014 Chairman Cum Managing Director

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Mar 31, 2013

To The Members

The Directors are presenting the 24th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

(Amount in Rs.)

2012-2013 2011-2012

a) Revenue from Operations - -

b) Other Income : 430,000 157,000

c) Profit/ (Lose) before Interest & Depreciation (58,819) (517,359)

d) Interest - -

e) Cash Surplus (c-d) (58,819) (517,359)

f) Depreciation 622,766 640,950

g) Profit/(Loss) Before Tax (681,585) (1,158,309)

h) Provision for Tax - -

i) Profit/(Loss) After Tax (681,585) (1,158,309)

j) Transaction relating to earlier years - -

k) Proposed Dividend - -

I) Transfer to General Reserve - -

m) Surplus in Profit & Loss Account - -



DIVIDEND

Your Directors do not recommended any dividend for the year.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The Company has entered into an agreement on the 1st Day of May, 2013 with the Central Institute of Brackishwater Aquaculture (CIBA) and Indian Council of Agricultural Research (ICAR) for the technology transfer on seabass seed production. The Company has expressed its interest in possible consultancy agreement in all issues related to rearing, hatchlings to fry, broodstock maturation, spawning and egg collection. A series of informal discussions and email exchanges were held by the client with the Institute. Client wanted Institute to be the consultant to impart the technology on above said aspects of Asian Seabass farming.

DEPOSITS

The Company has not accepted any deposits from public so far.

DIRECTORS

Mr. Amarendra Dash is continuing as Chairman & Managing Director and Mrs. Annapurna Dash, Mr. Ajay Kumar Dash, Mr. Bata Krishna Tripathy, Mr. Ramakanta Rath, IAS (Retired), Mr. Devi Prasad Misra & Mr. Gopinath Sarangi are continuing as Directors of the Company. Mr. Bata Krishna Tripathy, and Mr. Ramakanta Rath are liable to retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITOR''S OBSERVATION

During the financial year 2012-2013 there is no audit qualification in the Company''s financial statements. The Company will continue to adopt best practices to ensure the regime of unqualified financial statements.

AUDITORS

M/s SRB & ASSOCIATES, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) 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 your Company as at 31st March, 2013 and of the loss of your Company for the year ended on that date;

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

iv) the Directors had prepared the annual accounts on a going concern basis;

EARNING AND OUTGO

Since there is no manufacturing activity, so Technology absorption, Energy Conservations, foreign exchange earnings are taken as Nil.

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

CASH FLOW:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

RELATED PARTY TRANSACTIONS:

There was no transition with any related party during the year under audit.

LISTING:

The Company''s shares are listed on the Bombay Stock Exchange Limited, (BSE).

Dematerialization: The Company has made necessary arrangements with NSDL & CDSL for dematerialization of Shares.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as" prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure -A" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis report is placed at "Annexure -B" to this report.

INDUSTRIAL RELATIONS:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from HDFC Bank. Cordial relations prevailed during the year with the employees at all levels. Your Directors wish to place on record their deep sense of appreciation to employees at all levels for their hard work, dedication and commitment The enthusiasm and unstinting efforts of the employees had enabled the Company to maintain in the industry in spite of increased competition.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.



FOR AND ON BEHALF OF THE BOARD



PLACE: Bhubaneswar AMARENDRA DASH

DATE: 03.08.2013 Chairman Cum Managing Director

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Mar 31, 2012

To The Members

The Directors are presenting the 23rd Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2012.

FINANCIAL RESULTS

(Rupees in Lacs)

2011-2012 2010-2011

a) Net Sales/ Income from Operations - -

b) Other Income 1.57 0.7

c) Profit before Interest and Depreciation (11.58) (24.28)

d) Interest 0.00 0.00

e) Cash Surplus (c-d) (11.58) (24.28)

f) Depreciation 6.41 6.41

g) Profit/(Loss) Before Tax (11.58) (24.28)

h) Provision for Tax - -

i) Profit/(Loss) After Tax (11.58) (24.28)

j) Transaction relating to earlier years - -

k) Balance Profit/(Loss) from prior year (100.95) (986.67)

I) Profit/(Loss) available for appropriation (1022.53) (1010.95)

m) Proposed Dividend - -

n) Transfer to General Reserve - -

o) Surplus in Profit & Loss Account - -

DIVIDEND

Your Directors do not recommended any dividend for the year.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

As per section 100 of the Companies Act, 1956, the Board of Directors of the Company decided to modify the paid-up capital of the company by way of reduction of capital by complying with all the requirements and prepare necessary scheme for this purpose.

DEPOSITS

The Company has not accepted any deposits from public so far.

DIRECTORS

During the year Mr. Amarendra Dash is continuing as Chairman & Managing Director and Mrs. Annapurna Dash, Mr. Ajay Kumar Dash and Mr. Bata Krishna Tripathy, and Mr. Ramakanta Rath, IAS (Retired) are continuing as Directors of the Company. Pursuant to provisions of Section 256 of the Companies Act 1956. Mr. Barada Pasanna Ray who was a non-executive independent director of the company since last 2 years, has resigned from his post on 27th January 2012, due to his personal problem. Mrs. Annapurna Dash and Mr.Ajaya Kumar Dash retires by rotation at the ensuing Annual General Meeting and being eligible offer for reappointment. Further Mr. Devi Prasad Misra & Mr. Gopinath Sarangi appointed as additional director of the company on 27th January, 2012 and notice has been received from shareholder to appoint them as rotational Director, both the director will act as non Executive & independent director of the company

AUDITOR'S OBSERVATION

During the financial year 2011-2012 there is no audit qualification in the Company's financial statements. The Company will continue to adopt best practices to ensure the regime of unqualified financial statements.

AUDITORS

M/s SRB & ASSOCIATES, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) 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 your Company as at 31st March, 2012 and of the loss of your Company for the year ended on that date;

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

iv) the Directors had prepared the annual accounts on a going concern basis;

EARNING AND OUTGO

Since there is no manufacturing activity, so Technology absorption, Energy Conservations, foreign exchange earnings are taken as Nil.

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

CASH FLOW:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issuefd by ICAI is appended to this Annual Report.

RELATED PARTY TRANSACTIONS:

There was no transition with any related party during the year under audit.

LISTING:

The Company's shares are listed on the Bombay Stock Exchange Limited, (BSE) vide its notification No.20100806-13 dated 06.08.2010 has allowed revocation of suspension in trading of company equity shares of the company and trading of shares started from 12th August 2010.

As a part of its cost reduction Measure Company has delisted its shares from all Regional Stock Exchanges.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure -A" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis report is placed at "Annexure -B" to this report.

INDUSTRIAL RELATIONS:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from HDFC Bank. Cordial relations prevailed during the year with the employees at all levels. Your Directors wish to place on record their deep sense of appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees had enabled the Company to maintain in the industry in spite of increased competition.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: Bhubaneswar AMARENDRA DASH

DATE: 31.08.2012 Chairman Cum Managing Director

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Mar 31, 2010

The Directors are presenting the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010

FINANCIAL RESULTS

(Rupees in Lacs)

2009-2010 2008-2009

a) Sales - Export - -

- Other - b) Other Income 41.89 1.22

c) Profit before Interest and Depreciation 32.07 (156.00)

d) Interest 00.0 0.00

e) Cash Surplus (c-d) 32.07 (156.00)

f) Depreciation 6.80 8.13

g) Profit/(Loss) Before Tax 25.26 (164.13)

h) Provision for Tax - -

1) Profit/(Loss) After Tax 25.26 1858.85

j) Transaction relating to earlier years - -

k) Balance Profit/(Loss) from prior year (1011.93) (270.66)

I) Profit/(Loss) available for appropriation (1011.93) (847.80)

m) Proposed Dividend - -

n) Transfer to General Reserve - -

o) Surplus in Profit & Loss Account (1011.93) (847.80)

DIVIDEND

Your Directors do not recommended any dividend for the year.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

In this financial year the company has started construction and real estate business in its vacant land situated at Dhamara, in Bhadrak district, Orissa. The Board of Directors also planning to setup new projects in Dhamara Port area.

DEPOSITS

The Company has not accepted any deposits from public so far.

DIRECTORS

During the year Mr. Amarendra Dash is continuing as Chairman & Managing Director and Mrs. Annapurna Dash, Mr. Ajay Kumar Dash and Mr. Bata Krishna Tripathy are continuing as Directors of the Company. Pursuant to provisions of Section 256 of the Companies Act 1956, Mr. Bata Krishana Tripathy retires by rotation at the ensuing Annual General Meeting and being eligible offer for reappointment. Further Mr. Ramakanta Ratha, IAS (Retired) & Mr. Barada Pasanna Ray appointed as additional director of the company on 30.01.2010 and notice has been received from shareholder to appoint them as rotational Director, both the director will act as non Executive & independent director of the company

AUDITORS OBSERVATION

During the financial year 2009-2010 there is no audit qualification in the Companys financial statements. The Company will continue to adopt best practices to ensure the regime of unqualified financial statements.

AUDITORS

M/s SRB & ASSOCIATES, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annua! accounts, the applicable accounting standards had been followed;

ii) 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 your Company as at 31st March, 2010 and of the loss of your Company for the year ended on that date;

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

iv) the Directors had prepared the annual accounts on a going concern basis;

EARNING AND OUTGO

Since there is no manufacturing activity, so Technology absorption, Energy Conservations, foreign exchange earnings are taken as NIL.

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT: CASH FLOW:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

RELATED PARTY TRANSACTIONS:

There was no transition with any related party during the year under audit.

LISTING:

The Companys shares are listed on the Bombay Stock Exchange Limited, Ahmedabad Stock Exchange Limited, The Calcutta Stock Exchange Association Limited, Bhubaneswar Stock Exchange Limited, and The Delhi Stock Exchange Association Limited. Bombay Stock Exchange Limited (BSE) vide its notification No.20100806-13 dated 06.08.2010 has allowed revocation of suspension in trading of company equity shares of the company and trading of shares started from 12th August 2010.

As a part of its cost reduction measure company has taking necessary steps for delisting of company shares from Ahmedabad Stock Exchange Limited, The Calcutta Stock Exchange Limited, Bhubaneswar Stock Exchange Limited, and The Delhi Stock Exchange Association Limited.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure -A" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis report is placed at "Annexure -B" to this report.

INDUSTRIAL RELATIONS:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from HDFC Bank. Cordial relations prevailed during the year with the employees at all levels. Your Directors wish to place on record their deep sense of appreciation to employees at all levels for their hard work, dedication and commitment The enthusiasm and unstinting efforts of the employees had enabled the Company to maintain in the industry in spite of increased competition.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PLACE: Bhubaneswar AMARENDRA DASH

DATE: 24.08.2010 Chairman Cum Managing Director