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Directors Report of Swarnajyothi Agrotech & Power Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS (Standalone)

For the Year ended 31st March Particulars (Rs.in Lakhs)

2015 2014

Sales and Other Income 0.16 3319.68

Profit Before Interest and Depreciation (61.58) 492.84

Interest & Finance Charges 61.98 176.14

Depreciation 205.32 268.38

Profit before Tax (328.90) 48.30

Less: Provision for Taxation

Current Tax 0 9.20

Deferred Tax (221.02) 35.99

Net Profit After Tax (107.88) 3.11

Balance b/f from previous year 469.68 466.57

Depreciation on assets having no useful life (134.96)

Total 226.83 469.68

Balance carried to Balance Sheet 226.83 469.68

FINANCIAL SUMMARY:

During the period under review, the company has stopped its operations due to lack of funds and banking operations become NPA. The NPA account has been acquired by an ARC from Bank. During the year net loss of the company after providing depreciation is Rs. 107.88 Lakhs (after making provision for Deferred Tax Assets of INR 221.01 Lakhs ) as against Rs. 3.10 Lakhs in the previous year, after making provision for deferred tax liability.

DIVIDEND:

The Company has incurred losses during the year under review and hence the directors have not declared any dividend to its members.

SHARE CAPITAL AND DEBENTURES:

The paid-up equity capital of the Company as on March 31, 2015 is 25,43,57,840/- consisting of 2,54,35,784 equity shares of INR 10/- each.

PROSPECTS

Your Directors are in the process of reviving the activity by reducing the Bank liability as the higher bank loans are no longer viable business proposition to the company

FUTURE PLANS

As stated in the earlier reports the implementation of the 10 MW power plant at Sambalpur Dt. Odisha which is expected to be completed during Sept. 13. The project got delayed because of non release of funds by REC and repayment of unsecured loan. However company now arranging funds and PFC also initiated steps to revive the project. Therefore project will be completed by March 2017. The unit rate for the power purchase agreement is also attractive. There is no other unit in the vicinity of the power project area therefore this proposal is viable proposition. The company also ordered for Plant and Machinery and civil works have been completed. All the licenses and approvals are in place.

SUBSIDIARY COMPANIES:

The Company has following 2 subsidiaries as on March 31, 2015 namely:

1) SWARNAJYOTHI AGRO & EXPORTS INDIA PRIVATE LIMITED

2) RPVS RENEWABLE ENERGIES PRIVATE LIMITED

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries. There are no operations in the subsidiary Companies during the year.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The details of the subsidiaries are given in Annexure I in Form AOC-1 and the same forms part of this report

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 of the Company for that period;

iii. they have taken proper and sufficient care for the 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 fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of provisions of Section 152 of the Companies Act, 2013, Sri PRADEEP KUMAR MAHAPATRO, Director of the Company will retire at the ensuring Annual General Meeting and being eligible, offer himself for reappointment.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, BRAHMANANDA ROUT, SUDHANIDHI ROUT and KOLACHANA SHASTRI VENKATESWARA were appointed as independent directors at the last annual general meeting of the Company held on 31st December, 2015. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

NUMBER OF MEETINGS OF THE BOARD:

8 meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure VI.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s RRK &ASSOCIATES, Chartered Accountants, Hyderabad were appointed as statutory auditors of the Company from the conclusion of the twentieth annual general meeting (AGM) of the Company held on 31st December, 2014 till the conclusion of the twenty fourth AGM to be held in the year 2018, subject to ratification of their appointment at every AGM.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

The auditors' report contain the following qualifications, reservations or adverse remarks: The management has replied to the qualifications of the Auditor as follows:

Query: With reference to the Note No.12 of the financial statements wherein the management of the company has considered Trade receivables amounting to Rs.9,54,85,831 as good and fully recoverable. In the absence of external confirmations from the customers from whom these amounts are due or other alternate audit evidence to corroborate management's assessment of recoverability of these balances and with regard to the age of these balances, we are unable to comment the extent to which these balances are recoverable.

Reply: The Material sent to parties are subject to quality checking at their end, the material (castor seeds) contains the heavy moisture when procured effected the quality therefore receivable amount qualified by the auditor of Rs. 9,54,85,831.00, can be partly realizable because of quality problems . However the company is trying its level best to collect/settle with the parties in order to reach the amicable solution.

The secretarial auditors' report contain the following qualifications, reservations or adverse remarks. The management has replied to the qualifications of the Secretarial Auditor as follows:

Query: The intermittent vacancy caused by resignation of woman director was not filled up by the Board with in the stipulated time.

Reply: Management has taken steps to find a suitable candidate to be appointed as Woman director to comply with the provisions of Companies Act, 2013 & listing agreement entered with the Stock Exchanges

Query: The Company has not appointed Key Managerial Person i.e. Company Secretary.

Reply: Availability of the experienced and qualified Company Secretary in the market is less and getting them is difficult and even after giving the advertisement we could not get, therefore the company could not appoint the Company Secretary. However, Company has taken steps to appoint a whole time Company Secretary in the Company.

Query: Annual General Meeting for the financial year ended on 31/03/2014 was not convened within the due date.

Reply: The company operations were stalled by the trade unions and coupled with Financial constrains faced by the company and non-release of funds by REC and unplanned repayment of loan to the long term creditor on his demand which was not envisaged by the company in short term. Due to the above said unavoidable circumstances, company has not conducted the Annual General Meeting. However, Company is conducting the Annual General Meeting for the Financial year 2013- 14 on 31.12.2015.

Query: The company has not complied with the clauses 16, 35, 41, 47(C), 49, 52 and Reconciliation of Share Capital Audit of the listing agreements entered with BSE Limited and Pune Stock Exchange Reply: Company is in the process of complying with the all the clauses of listing agreement.

Report of the secretarial auditor is given as an annexure which forms part of this report.

RISK MANAGEMENT POLICY:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements. TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure VI in the prescribed Form MGT-9, which forms part of this report.

DISCLOSURE REQUIREMENTS:

As per Clause 49 of the listing agreements entered into with the stock exchanges, A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance are attached, which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges

LISTING OF SHARES

The Equity shares of your Company are listed on Pune Stock Exchange and Ahmedabad Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange (Indonext).

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s.Mittapalli Naga Kishore, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The report is self-explanatory and do not call for any further comments.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

The particulars as prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014) are set out in Annexure-III to this report.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

APPRECIATION

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Company's continued inherent strength.

It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.

By Order of the Board SWARNAJYOTHI AGROTECH & POWER LIMITED

Sd/-

Place: HYDERABAD MANMOHAN SAHU Date: 01.12.2015 MANAGING DIRECTOR


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

For the Year ended 31st March Particulars (Rs.in Lakhs)

2014 2013

Sales and Other Income 3319.6 5013.15

Profit Before Interest and Depreciation 492.84 647.77

Interest & Finance Charges 176.14 270.40

Depreciation 268.38 262.46

Profit before Tax 48.30 114.92

Less: Provision for Taxation

Current Tax 9.20 -

Deferred Tax 35.99 (74.00)

Net Profit After Tax 3.11 208.89

Balance b/f from previous year 466.57 257.68

Total 469.68 466.57

Balance carried to Balance Sheet 469.68 466.57

OPERATIONS

Your Directors are pleased to inform you that the Company recorded a turnover of Rs. 3317.30 Lakhs irrespective of adverse market situation during the year under review. Compared to last year turnover, the company has decreased turnover by Rs.1690.25 lacs because of reason being redefining the Bank limits by the Banks. During the year net profit of the company after provision for tax is Rs. 3.11 lacs (after making provision for Deferred Tax Assets of Rs35.99 lacs) as against Rs. 208.89 Lakhs in the previous year, after making provision for deferred tax liability.

DIVIDEND

Your Directors decided to conserve the resources for implementing the power projects and accordingly, they have not proposed any dividend for the year under review. The internal accruals have been ploughed back into system for implementation of power project.

PROSPECTS

Your Directors are in the process of reviving the activity by reducing the Bank liability as the higher bank loans are no longer viable business proposition to the company

FUTURE PLANS

As stated in the earlier reports the implementation of the 10 MW power plant at Sambalpur Dt. Odisha which is expected to be completed during Sept. 13. The project got delayed because of non release of funds by REC and repayment of unsecured loan. However company now arranging funds and PFC also initiated steps to revive the project. Therefore project will be completed by March 2017. The unit rate for the power purchase agreement is also attractive. There is no other unit in the vicinity of the power project area therefore this proposal is viable proposition. The company also ordered for Plant and Machinery and civil works have been completed. All the licenses and approvals are in place.

DIRECTORS

In terms of provisions of Section 152 of the Companies Act, 2013, MANMOHAN SAHU, Director of the Company will retire at the ensuring Annual General Meeting and being eligible, offer himself for reappointment.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has more than one half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The Board therefore, in its meeting held on 28 March 2014 appointed the existing independent directors under clause 49 as 'independent directors' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the Rules made there under, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made there under as also under new clause 49 of the listing agreement stand complied

AUDIT COMMITTEE

The Company constituted Audit Committee which meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there were no material departures;

2. That you're Directors have selected such accounting policies and applied them consistently and made judgments and estimates which 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 the year under review.

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

4. That your Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a 'going concern' basis.

LISTING OF SHARES

The Equity shares of your Company are listed on Pune Stock Exchange and Ahmedabad Stock Exchange. The shares of the Company are being traded on Bombay Stock Exchange (Indonext).

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS

Your Company's Auditors, M/s RRK &Associates, Chartered Accountants, Hyderabad will seek reappointment as Auditors of the Company. Your Directors take this opportunity to express their appreciation for the support, cooperation assistance and services rendered by them.

COST AUDITORS

Pursuant to the directives from the Central Government and the Provisions of Section 233B of the Companies Act, 1956, M/s DRS & Co has been appointed as Cost Auditor of the Company for the financial year 2013-14. The Cost Audit Report for the financial year 2013-14 shall be submitted to the Central Government within the stipulated period.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from public within the meaning of Section 58 (A) of the Companies Act, 1956.

SUBSIDIARIES

Your Company has following subsidiaries namely:

1) Swarnajyothi Agro & Exports India Private Limited

2) R P V S RENEWABLE ENERGIES PRIVATE LIMITED

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining- the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. There are no operations in the subsidiary Companies during the year. The consolidated financial statements presented by the Company include the financial results of its subsidiary Companies. The information required to be furnished of the subsidiary companies are provided elsewhere in the Annual Report.

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

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

APPRECIATION

The Board places on record its deep appreciation of the devoted services of the loyal workers, executives and other staff of the Company who have contributed in no small measure to the performance and the Company's continued inherent strength.

It also extends grateful thanks to the Central and various State Governments, the investors, the banking circles, financial institutions and district level authorities for their continued support extended to the Company from time to time. The Board also places on record their deep sense of appreciation for the committed services of all the employees of the Company.

By Order of the Board SWARNAJYOTHI AGROTECH & POWER LIMITED

Sd/- Place: HYDERABAD MANMOHAN SAHU Date: MANAGING DIRECTOR


Mar 31, 2010

The Board of Directors has pleasure in presenting the 16th Annual Report together with the Audited Accounts for the financial year ended 31st March 2010.

Financial Results (Rs. In Lacs)

Particulars Year ended Year ended 31-03-2010 31-03-2009

Income 5,776.64 5,361.52

Profit / (loss) before Dep. & Int. 2.55 54.27

Depreciation 1.47 1.47

Interest 0.00 39.75

Profit/(loss) after Depreciation & Interest 1.08 13.05

Provision for Tax (deferred) 0.31 1.53

Income Tax (FBT) + MAT 0.20 1.64

Profit (Loss) after Tax 0.57 9.88

FINANCIAL HIGHLIGHTS

During the year Companys total income is Rs.5776.64 Lacs compared to Rs 5361.52 Lacs in the previous year.

DIVIDEND

Since your Directors feel it necessary to augment resources for the future development your Directors do not recommend dividend for the year under review

FOREIGN EXCHANGE EARNINGS / OUTGO

The Company had paid License Fees Nil US $ during the year.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 are not applicable.

DIRECTORS

Name of the Director Designation

Mr. Manmohan Sahu Managing Director & CEO

Mr. V. S. Rajeev Whole Time Director

Mr. H. R. Kumar Director

Mr. Jagdish Prasad (I.A.S. Retd) Additional Director

Mr. V. S. Janardhanam Additional Director

Mr. Jyothiraj Panda Additional Director

Mr. Brahmananda Rout (I.A.S. Retd) Additional Director

Directors Responsibility Statement

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed, along with proper explanation relating to al material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern.

AUDITORS

M/s N. Siva Prasad Associates, Chartered Accountants, Hyderabad, Auditors of the company hold office until the conclusion of ensuing Annual General meeting. The company has received certificate from his Auditors to the effect that their re-appointment, if made, would be within prescribed limit under section 224 (IB) of The Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Pune Stock Exchange and Ahmedabad Stock Exchange. Listing fees for the year 2009 - 2010 have been paid in time. The shares of Octant Interactive Technologies Limited are traded on BSE Indonext.

CORPORATE GOVERNANCE COMPLIANCE

As required by the Listing Agreement with Stock Exchanges, Corporate Governance and management discussion and analysis report form part of this annual report.

ACKNOWLEDGEMENTS

The Board of Directors wishes to express their sincere thanks to Bankers, shareholders, clients, Financial Institutions, customers, suppliers, and employees of Company for extending support during the year.

FOR & ON BEHALF OF THE BOARD

sd/-

Place: Mumbai Manmohan Sahu

Dated: 01-12-2010 Managing Director & CEO



 
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