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Directors Report of Techindia Nirman Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

(Rs in Lacs)

YEAR ENDED Sr. PARTICULARS 31.03.2015 31.03.2014 No

1. Sales 0.00 0.00

2. Profit before Interest & (1.39) (53.24) Depreciation

3. Interest 0.00 0.01

4. Depreciation 2.08 5.83

5. Profit Before Tax & (3.47) (47.40) Extra-ordinary items

6. Tax Provision 0.00 0.00 (Net of Deferred Tax)

7. Profit After Tax (3.47) (47.40)

8. Extra-Ordinary Items 227.60 (13.21)

9. Profit available for 224.13 (60.61) Appropriation

10 Balance carried to Balance Sheet 224.13 (60.61)

FINANCIAL HIGHLIGHTS AND OPERATIONS

Your company had been in the Hybrid Seeds business since inception. Pursuant to the Scheme of Reconstruction and Rearrangement the Seed Business was transferred to another company. We continued Cotton and Paddy seed production for few years. However last year that activity was also closed. Keeping in view the vast opportunities available in the Real Estate and Infrastructure field, it was then decided to venture into these areas. Accordingly the main objects of the Company were changed through Postal Ballot. We also applied to Registrar of Companies for change of name to suit the new business line of the Company. Accordingly "TECHINDIA NIRMAN LIMITED" has been allotted to the Company.

Although no business has been conducted by the Company in this year, we are gearing up to venture into the new line of business of Real Estate and Infrastructure Development.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2014-15.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mr. Akash Kagliwal, Director retires by rotation and being eligible offers himself for re-appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on May 17th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad 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 2018. In terms of the first proviso to Section 139 of the Companies Act 2013, The appointment of the Auditors shall be placed for ratification at every Annual general Meeting. Accordingly, The appointment of M/s Gautam N Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Companies Act 2013.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has five committees: The Audit Committee, the stakeholders' relationship committee, the nomination & remuneration committee, risk Management Committee, & whistle blower committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Composition of the Highlights of Duties, Committee Committee responsibilities and activities

Audit R.S. Attal-Chairman * All recommendations made Committee Shrirang Agrawal, by the Audit Committee Akash Kagliwal during the year were accepted by the Board. * In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.

Stakeholders' R.S. Attal-Chairman * The Committee reviews and ensures redressal Relationship Shrirang Agrawal, of investor grievances. Committee Akash Kagliwal * The Committee noted that all the grievances of the investors have been resolved during the year.

Nomination and R.S. Attal-Chairman * To formulate the Remuneration Shrirang Agrawal, criteria for determining Committee Satish Kagliwal qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. * To carry out evaluation of every Director's performance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 9 and 10 to the standalone financial statement).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2015 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014.

Conservation of Energy:

The Company has taken necessary measure to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

The company has employed state-of-the-art technology, wherever applicable.

Expenditure on R & D NIL

Foreign Exchange Earning and Outgo: Earnings NIL

Outgo NIL

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

The employees of TECHINDIA NIRMAN LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.

For and on behalf of the Board of Directors

30th May 2015 Registered Office: Nath House, Nath Road Managing Director Director Aurangabad-431005 Satish Kagliwal Akash Kagliwal DIN:00119601 DIN:01691724


Mar 31, 2014

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

(Rs In Lacs)

YEAR ENDED Sr. PARTICULARS 31.03.2014 31.03.2013 No

1. Sales 0 1240.25

2. Profit before Interest & Depreciation (53.24) 31.19

3. Interest 0.01 16.59

4. Depreciation 5.83 6.48

5. Profit Before Tax (47.4) 8.12

6. Tax Provision 0 0

7. Profit After Tax (47.4) 8.12

8. Extra-Ordinary Items (13.21) 0

9. Profit carried to Balance Sheet (60.61) 8.12

OVERALL PERFORMANCE AND OUTLOOK

Your company had been in the Hybrid Seeds business since inception. Pursuant to the Scheme of Reconstruction and Rearrangement the Seed Business was transferred to another company. We continued Cotton and Paddy seed production for few years. However last year that activity was also closed. Keeping in view the vast opportunities available in the Real Estate and Infrastructure field, it was then decided to venture into these areas. Accordingly the main objects of the Company were changed through Postal Ballot. We also applied to Registrar of Companies for change of name to suit the new business line of the Company. Accordingly "TECHINDIA NIRMAN LIMITED" has been allotted to the Company.

Although no business has been conducted by the Company in this year, we are gearing up to venture into the new line of business of Real Estate and Infrastructure Development.

CHANGE OF NAME OF THE COMPANY

With reference to the Change in the Business activity of the Company, the management has as stated in the notice of the Annual General Meeting proposed to change the name of the Company to "TECH INDIA NIRMAN LIMITED". The Board of Directors will ensure the due compliance of all the terms and conditions as stipulated by the Listing Agreement, The Companies Act 2013 during the process of name change.

MANAGEMENT REVIEW ANALYSIS

The company had made its name in the agriculture sector. With the change of business line the company is now in the process of venturing into real estate and infrastructure sector. Your company has a good exposure in the real estate market and has considerable landed assets in Aurangabad. The real estate market, although dull at this juncture has a tremendous scope of growth. We as a company plan to venture into this sector to reap operational benefits in future.

i. OPPORTUNITIES AND THREATS The real estate market is open to strategic opportunities but then it is also prone to the ups and downs from time to time. We are entering in this area at a time when the market is undergoing a slow down. Our asset base would be well placed at this juncture to catch the upside in the coming few years. Also, as management the company is well placed with competent persons to encash the future opportunities while keeping the inherent risks under check.

ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE The Company would only be dealing in the real estate business from this year onwards and hence would be reported as one segment.

iii. OUTLOOK, RISK AND CONCERNS The main risk in the real estate and infrastructure industry is high cost of construction and variable demand from time to time. The Company feels that with the large asset base available at its disposal and also with competent management, the company would be able to face the situation better in future. There is an opportunity to accelerate growth in the real estate sector which has remained stagnant for over past few years.

iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY There is adequate internal control system in the company through internal audit and regular operational reviews.

v. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT During the year a number of key HR initiatives were taken up to link business objectives with employee performance. The human resources of the Company are adequately motivated to work towards optimal performance. The industrial relations are also cordial.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2013-14.

DEPOSITS

The Company had accepted Fixed Deposits as per section 58A of the Companies Act, 1956, and has strictly adhered to all the applicable laws and regulations including the Companies Act, 1956 read with Rules issued thereunder. The Company has complied with all the necessary requirements while accepting deposits.

The Company has repaid all its fixed deposit holders during the year 2013 and there are no fixed deposits as per section 58A of the Companies Act, 1956 for the year ended 31st March 2014.

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

In terms of rule 2 of The Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988) the relevant particulars are given as under.

Conservation of Energy:

The Company has taken necessary measure to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

The company has employed state-of-the-art technology, wherever applicable.

Expenditure on R & D NIL

Foreign Exchange Earning and Outgo: Earnings NIL

Outgo NIL

DIRECTORS

Mr. Shrirang Agrawal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

Mr. Satish Kagliwal was appointed as the Whole Time Director of the company, and his term of office expires on 1st October 2014, and as stated in the Notice of the Annual General Meeting it is proposed to appoint him as the Managing Director of the Company. Mr. Satish Kagliwal is is a Managing Director in Nath Bio-Genes (India) Limited & the Board of Directors have given their unanimous approval for his appointment as Managing Director of our Company.

COMPANY SECRETARY

Pursuant to the provisions of the Companies Act, 1956, your company has appointed Ms. Krutika Apte as a full time Company Secretary of the Company for ensuring the compliance of all necessary statutory requirements and procedures.

AUDITORS

M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of section 139(1) of 2013 Act & the Companies (Audit & Auditors) Rules 2014, your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that, if the appointment is made it shall be in accordance with the conditions as may be prescribed. The Board hereby requests the members to reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as the Auditors for period of three years from the conclusion of this Annual General Meeting till the Annual General Meeting to be held in 2017.

AUDITORS REPORT

The Auditors in their Report have commented regarding the penalty proceedings initiated by Income Tax Department. Here it is clarified that the base demand on which the penalty proceedings have been initiated has already been allowed by the department. Hence we have appealed against this penalty proceeding with the department and are confident that the issue will be decided in our favour. The other comments are self-explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2014 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

The employees of NATH SEEDS LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.

For and on behalf of the Board of Directors

23rd April 2014

Registered Office:

Nath House,

Nath Road, Whole Time Director Director

Aurangabad-431005 Satish Kagliwal Akash Kagliwal

DIN 00119601 DIN 01691724


Mar 31, 2013

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS (Rs in Lacs)

YEAR ENDED PARTICULARS

Sr. No 31.03.2013 31.03.2012

1. Sales 1240.25 2360.78

2. Profit before Interest & Depreciation 31.19 115.45

3. Interest 16.59 100.64

4. Depreciation 6.48 3.41

5. Profit Before Tax 8.12 11.40

6. Tax Provision 0 0

7. Profit After Tax 8.12 11.40

8. Extra-Ordinary Items 0 0

9. Profit carried to Balance Sheet 8.12 11.40

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 1240.25 Lacs as against last year''s 2360.78 Lacs. Your Company is in a transitional phase and is changing its business operations. This was the last year for hybrid Seeds Operations. Your Company is now planning to commence Infrastructure Development. The main objects of the Company have already been changed to incorporate the new business strategy through a postal ballet. We are now setting up new plans for Infrastructure Development and plan to commence new operations over the next few months.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2012-13.

DEPOSITS

The Company has accepted Fixed Deposits as per section 58A of the Companies Act, 1956, and has strictly adhered to all the applicable laws and regulations including the Companies Act, 1956 read with Rules issued there under. The Company has complied with all the necessary requirements while accepting deposits. .

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

In terms of rule 2 of The Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988) the relevant particulars are given as under.

Conservation of Energy: The Company has taken necessary measure to achieve economy in consumption of energy.

Technology Absorption & Research and Development: The Company has employed state-of-the- art technology, wherever applicable.

Expenditure on R & D NIL

Foreign Exchange Earning and Outgo: Earnings NIL

Outgo NIL

DIRECTORS

Mr. Shrirang Agrawal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

COMPANY SECRETARY

Pursuant to the provisions of the Companies Act, 1956, your company has appointed Ms. Krutika Apte as a full time Company Secretary of the Company for ensuring the compliance of all necessary statutory requirements and procedures.

AUDITORS

M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956 your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment , if made would be in conformity with the limits specified in the said section. The Board hereby requests the members to reappoint M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad as the Auditors for the current year.

AUDITORS REPORT

The Auditors in their Report have made certain comments, regarding non charging of interest. The Management feels that since the investment is of strategic nature, no interest is to be charged.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2013 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

The employees of NATH SEEDS LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review. The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.

For and on behalf of the Board of Directors

29th July 2013

Registered Office:

Nath House,

Nath Road, Whole Time Director Director

Aurangabad-431005 Satish Kagliwal Aakash Kagliwal


Mar 31, 2012

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS

(Rs In Lacs)

YEAR ENDED

Sr. PARTICULARS 31.03.2012 31.03.2011 No

1. Sales 2360.78 1591.44

2. Profit before Interest & Depreciation 115.45 215.46

3. Interest 100.64 108.68

4. Depreciation 3.41 3.59

5. Profit Before Tax 11.40 103.19

6. Tax Provision 0 0

7. Profit After Tax 11.40 103.19

8. Extra-Ordinary Items 0 5.26

9. Profit carried to Balance Sheet 11.40 108.45

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 2360.78 Lacs as against last year's 1591 Lacs. The Company is positive about its future growth.

MANAGEMENT REVIEW ANALYSIS

i. INDUSTRY STRUCTURE AND DEVELOPMENT

Agriculture remains a pivotal part of the Indian Economy despite the emergence of other sectors and decreasing GDP Share. The Agri-inputs industry produces products that provide essential support to modern agriculture. The Seed is one of the most crucial inputs in agricultural production.

We continued to play a dominant role in the seed industry & the Company is now dealing in all types of Hybrid seeds. We have been in this business since inception and have made tremendous inroads in the seeds markets.

The main stay of the company is cotton seed, for which we have already developed a Bt Seed, suitable for Indian Markets.

ii. OPPORTUNITIES AND THREATS

The company had been majoring on cotton seed over the last few years. However, we have now begun to concentrate on other crops, especially Paddy and then subsequently wheat thereby changing the product mix of the company. We have also been concentrating on Research & Development, with a focus to release new hybrid seeds every 2-3 years. With the growing seed industry, the company is all poised to reap rich dividends.

The monsoon factor plays a very important role in the seed industry, basically because majority of the agrarian society of the nation is dependent on rains. This factor has played a significant role in the past and would continue to be a factor for future too.

iii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE

Although the Company deals in research of various types of hybrid seeds, the seed as such is a single product, and hence is reported as one segment. However, we keep a track on the product performances and apart from Cotton; Paddy & Wheat have also been performing well.

iv. OUTLOOK, RISK AND CONCERNS

The main risk in the seed industry is erratic monsoon, which is beyond control. The Company feels that with the modernization in Irrigation systems, the seed industry would be able to face the situation better in future. There is an opportunity to accelerate growth in the farming sector which has remained stagnant for over past two decades.

However, several other factors like floods, drought and macro economic factors like demand and supply of end products will have an impact on this industry.

v. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There is adequate internal control system in the company through internal audit and regular operational reviews.

vi. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

During the year a number of key HR initiatives were taken up to link business objectives with employee performance. The human resources of the Company are adequately motivated to work towards optimal performance. The industrial relations are also cordial.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2011-12.

DEPOSITS

The Company has accepted Fixed Deposits as per section 58A of the Companies Act, 1956, and has strictly adhered to all the applicable laws and regulations including the Companies Act, 1956 read with Rules issued thereunder. The Company has complied with all the necessary requirements while accepting deposits. .

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

In terms of rule 2 of The Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988) the relevant particulars are given as under.

Conservation of Energy:

The Company has taken necessary measure to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

The company has employed state-of-the-art technology, wherever applicable.

Expenditure on R & D NIL

Foreign Exchange Earning and Outgo: Earnings NIL

Outgo NIL

DIRECTORS

Mr. Akash Kagliwal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

COMPANY SECRETARY

Pursuant to the provisions of the Companies Act, 1956, your company has appointed Ms. Krutika Apte as a full time Company Secretary of the Company for ensuring the compliance of all necessary statutory requirements and procedures.

AUDITORS

M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956 your Company has obtained a written certificate from the Auditors proposed to be re- appointed to the effect that their re-appointment , if made would be in conformity with the limits specified in the said section.

The Board hereby requests the members to reappoint M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad as the Auditors for the current year.

AUDITORS REPORT

The Auditors in their Report have made certain comments which are self-explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

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

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2012 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

The employees of NATH SEEDS LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.

For and on behalf of the Board of Directors

4th August 2012

Registered Office:

Nath House,

Nath Road, Whole Time Director Director

Aurangabad-431005 Satish Kagliwal Akash Kagliwal

 
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