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Directors Report of Toyam Industries Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Thirty-First Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016. The Management Discussion & Analysis is also included in this Report.

FINANCIAL RESULTS

Summary of the Company’s financial performance for F.Y. 2015-201 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars

F.Y. 2015 -2016

F.Y. 2014 -2015

Revenue from operations

828.34

1583.47

Revenue from Other Income

1.24

128.21

Total Revenue

829.57

1711.69

Profit/Loss before Depreciation & Interest

(112.80)

(8.67)

Depreciation & Amortization

0.0142

0.00346

Interest Cost

-

2.81

Profit/Loss After Depreciation & Interest

(112.78)

(11.48)

Provision for Tax

-

-

Income Tax

-

-

Deferred Tax

(0.03796)

-

Profit After Tax

(112.81)

(11.48)

EPS

(0.05)

(0.05)

HIGHLIGHTS

During the year your company has its turnover to Rs.829.58 Lacs including other income as compared to Rs.1711.68 Lacs in the previous year. Profit/Loss before Depreciation & Interest amounted to Rs. (112.80) Lacs. Company has occurred the Net loss of Rs.(112.81) Lacs as against the Net loss of Rs. (11.48) Lacs in the previous year, due to loss in Diminution in market price and also loss in trading.

DIVIDEND

Your Directors have not recommended any dividend on Equity Shares for the year under review.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, on the recommendation received from the Nomination and Remuneration Committee, the Board had appointed Mr. Manan Shah (DIN: 07491896) and Ms. Dimple Rathod (DIN: 07278060) as an Additional Director with effect from 28th March, 2016 and 13th August, 2015 respectively. A notice had been received along with deposit of requisite amount from a member proposing Mr. Manan Shah and Ms. Dimple Rathod as a candidate for the office of Director of the Company.

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed there under as well as Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The Company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the Company, etc.

The Board had also appointed Ms. Dimple Rathod in the Key Managerial Personnel of the Company during the year as Director and Chief Financial Officer (CFO) of the company w.e.f. 13th August, 2015.

Ms. Priya Khagram and Mr. Pravin Kamble had been resigned from the post of Directorship of the company w.e.f 13/08/2015 and 28/03/2016 respectively. The Board of Directors of the Company appreciates the Contributions made by them during their tenure of Directorship.

The Board also recommended to appoint Mr. Shobhanbabu Mandulla, as a Company Secretary of the Company, to comply with Section 203 of the Companies Act, 2013, and was appointed on 28th March, 2016; but due to other pre-occupation Mr. Shobhanbabu Mandulla resigned from the post of Company Secretary w.e.f. 11th August, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2016 stood at 212490000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

However the Company during the year under review sub-divided the share capital of the Company by subdivide each Equity Share of the Company having Face value of Rs.10/- (Rupees Ten only) into 10 (Ten) Equity Shares of Face value of Rs.1/- (Rupee One Only) each fully paid-up and consequently, the Authorized Share Capital of the Company of Rs. 21,25,00,000/- (Rupees Twenty One Crores Twenty Five Lakhs Only) would comprise of 21,25,00,000/- (Rupees Twenty One Crores Twenty Five Lakhs Only) Equity Shares of Re.1/- (Rupee One Only) each with effect from the “Record Date” i.e. 05/10/2015 determined by the Board for this purpose. The Company also took the approval of the members for the same at last annual general meeting held on 24 th August, 2015.

BUSINESS OPERATIONS

The Company has incorporated with the Main Objects of doing business of Securitization / Reconstruction of Assets and Finance and Investments. However the Company never commenced or conducted the said business since its inception till date neither wants to do in future as well. The management of the Company is also having insight to completely diversify its business line by bringing change in its main object. Therefore the Company never approached the RBI to obtain Certificate of Registration as per regulation 3 of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002. However the Company to make good of this default also diversified its business activity into Textile / Commodity Business and more than 50% of the revenue is being generated from the Business.

Your Company has been successful in establishing new segment of business of trading, manufacturing of Agricultural and Textile products and services. As per the Clause 13 and 21 of the Memorandum of Association the other objects of the Company inter-alia include trading, manufacturing of Agricultural and Textile products and services, and other allied activities, etc. The Commencement of new business requires approval of shareholders by passing the special resolution in the General Meeting. The members had accorded their consent at 30th Annual General Meeting held on 24th August, 2015.

Presently company operates its business activities in to two segments i.e Finance and Trading in Commodity.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) of the Listing Regulations and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors and Key Managerial Personnel (KMP). The appointment of Directors is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and Commission. The remuneration is within the limits prescribed under the Companies Act, 2013 and is recommended by NRC. Approval of Board, Shareholders and the Central Government, if required, for payment of remuneration to Executive Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.

A brief extract of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulati ons, 2015, the performance evaluation of the Independent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) The Directors had 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Annual Accounts have been prepared on a going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That 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.

SHIFTING OF REGISTERED OFFICE

The Company’s registered office had been shifted within the local limit from C-17, Ground Floor, Nanakpura, Laxmi Nagar, Delhi -110092 to B-502, Statesman House, 148, Barakhamba Road, New Delhi - 110001 w.e.f. 12th May, 2016.

The Company’s registered office has been shifted from the State of Delhi NCR to State of Maharashtra, vide order of Central Government dated 27 day of July, 2016 to carry out business more efficiently and economically and for better administration and running of business of the Company, for which approval of the members taken through duly conveyed General Meeting held on 24/08/2014.

The Company’s registered office has been shifted outside the state from the State of Delhi NCR to State of Maharashtra i.e. from B-502, Statesman House, 148, Barakhamba Road, New Delhi - 110001 to G-29, Sej Plaza, Near Nutan School, Marve Road, Malad -West, Mumbai - 400064 w.e.f. 27th July, 2016.

AUDITORS

(a) STATUTORY AUDITOR

Messrs DMKH & Co., Chartered Accountants, (Registration Number : 116886W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment for the financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Messrs DMKH & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors’ Report is self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

(b) SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs P. D. Pandya & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure - A and forms an integral part of this Report.

COMMENT/EXPLANATION ON REMARKS/ OBSERVATION/QUALIFICATION MADE BY AUDITORS

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. DMKH & Co., Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards not signing the Financial Report by Company Secretary. During the year Company Secretary was appointed on 28/03/2016; so he had not signed the Financial as on March 2016.

M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2015-16 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

The Company has incorporated with the Main Objects of doing business of Securitization / Reconstruction of Assets and Finance and Investments. However the Company never commenced or conducted the said business since its inception till date neither wants to do in future as well. The management of the Company is also having insight to completely diversify its business line by bringing change in its main object. Therefore the Company never approached the RBI to obtain Certificate of Registration as per regulation 3 of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002. However the Company to make good of this default also diversified its business activity into Textile and commodity Business and more than 50% of the revenue is being generated from the Business.

The Company is not registered under Maharashtra State Tax on Professions, Trades, callings and Employments Tax, Act 1975 (Profession Tax Act). The Company will soon obtain valid Profession Tax number and will comply the same in future.

As pointed out by the secretarial auditors that Company has failed to secure the approval of the members through postal ballot for exceeding limits for making loans and advances, providing guarantee and security and making of investment u/s 186 of the Companies Act, 2013 during the year. We contend the said observation, since the company’s main object is financing and according to 186(11), which specifically exempts every company engaged in the business of financing of companies from the ambit of this section. However the Company has already taken the approval of the members at 34th Annual General Meeting for the same.

As pointed out by the secretarial auditors that Company has failed to appoint Company Secretary; The Company is of view that though the Company has tried to appoint the CS but did not found the desired candidate as per company’s requirement. But in the month of March 2016, it appointed CS for the company.

Further, inadvertently in some instance company failed to file form MGT-10 with ROC with respect to change in shareholding more than 2% of promoter and top 10 shareholders. However, Company has filed the said form for every changes made for promoters holding. The Company ensures that in future same mistake would not be repeated.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs M. K. Gohel & Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed d periodically by the Board and the Audit Committee.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2015 -16 forms part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

POSTAL BALLOT

No postal ballot was held during the year 2015-2016.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure - B.

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013 are annexed as Annexure - C and forms an integral part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

NEW LISTING AGREEMENT

The Company has entered into new Listing Agreement with BSE Limited & MSEI Limited, in compliance with Regulation 109 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

LISTING OF SHARES

The Shares of the Company are listed on Bombay Stock Exchange (BSE), during the year; the company got it shares listed on Metropolitan Stock Exchange of India Limited w.e.f. January 27, 2016 vide notice number MSEI/LIST/3782/2016 dated January 22, 2016.

The Company has paid the necessary Listing fees for the year 2015 - 2016 to Bombay Stock Exchange and also to Metropolitan Stock Exchange of India Limited.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.ojasltd.com).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2015-16, till the date of this report. Further there was no change in the nature of business of the Company.

SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES

During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2015-16, no cases in the nature of sexual harassment were reported at any workplace of the company. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided as under.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr.

No.

Name of Director/KMP

Remuneration Received (In Rs. Lakh)

% increase in Remuneration for the year ended 31 st March, 2016

Ratio of remuneration of each Director to median remuneration of employees

1

SHASHIKUMAR RAMDAS JATWAL (Non-Executive Independent Director)

NIL

NIL

NIL

2

TEJAS VINODRAI HINGU (Whole Time Director)

3.15

NIL

2.28

3

DIMPLE JAYANTI RATHOD* (Director & Chief Financial Officer)

0.89

NIL

0.64

4

MANAN PRAFULCHANDRA SHAH* (Non-Executive Independent Director)

NIL

NIL

NIL

5

SHOBHANBABU MANDULLA*

0.01935

NIL

0.01

(Company Secretary)

6

PRAVIN KAMBLE#

(Non-Executive Independent Director)

NIL

NIL

NIL

7

PRIYA KHAGRAM#

(Non-Executive Independent Director)

-

NIL

-

* Ms. Dimple Rathod appointed w.e.f 13/08/2015 | *Mr. Manan Shah and Mr. Shobhanbabu Mandulla appointed w.e.f 28/03/2016

# Mrs. Priya Khagram and Mr. Pravin Kamble resigned w.e.f 13/08/2015 and 28/03/2016 respectively

- All appointments are / were non-contractual.

- There were 4 employees on the roll of Company as on March 31, 2016.

- The median remuneration of employees of the Company during the financial year was Rs. 1.38Lakh.

- Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis

- Mrs. Priya Khagram receives sitting fees as she is Independent Director

APPRECIATION

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, bankers, shareholders, suppliers and investors for their continued support and faith reposed in the Company.

For and On behalf of the Board

Sd/- Sd/-

Tejas Hingu Dimple Rathod

(Whole Time Director) (Director)

Place: Mumbai (DIN: 06936684) (DIN: 07278060)

Date: 11/08/2016


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 30th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. The Management Discussion & Analysis is also incorporated into this Report.

Financial Results:

Summary of the Company's financial performance for F.Y. 2014-2015 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2014 F.Y. 2013 - 2015 - 2014

Revenue from operations 1583.47 19.78

Revenue from Other Income 128.21 -

Total Revenue 1711.68 19.78

Profit/Loss before Depreciation & Interest (8.67) 3.12

Depreciation & Amortization - 2.48

Interest Coast 2.81 0.31

Profit/Loss After Depreciation & Interest (11.48) 2.81

Provision for Tax - -

Income Tax - (0.96)

TDS W/off - -

Profit After Tax (11.48) 1.84

EPS -0.05 0.01

Highlights:

During the year your company has its turnover to Rs.1711.68 Lacs including other income as compared to Rs.19.78 Lacs in the previous year and thereby registering an increase of 8653.59% as compared to the previous year. The Turnover of the Company has increased because the Company has diversified its business in to dealer of fabrics and textile products along with Share Trading and Finance. In spite of this company has occurred the Net loss of Rs. (11.48) Lacs against the Net profit of Rs.1.84 Lacs in the previous year. This mainly because of high administrative and running cost valuation of the stock as on 31.03.2015 has been gone down.

Considering the expectations of country's gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your Directors expect better performance of the Company in the coming years.

Dividend:

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

Board of Directors:

During the year 2014-2015 the Management of the Company has totally changed Mr. Tejas Hingu was appointed as the Director of the company in the executive category w.e.f 22/12/2014 and Mr. Pravin Kamble and Mrs. Priya Khagram was appointed as the Additional Director of the company in Independent Category w.e.f 20/01/2015 and 12/02/2015 respectively and holds office as Additional Directors until the Thirtieth Annual General Meeting, and is eligible for appointment as a Directors.

Ms. Deepti Lalwani and Mr. Ashwani Dewan from the post of Directorship of the company w.e.f 20/01/2015 and Mrs. Beena Agrawal had also resigned from the post of Whole Time Directorship of the company w.e.f 22/12/2014 due to their pre- occupation somewhere else. The Board of Directors of the Company appreciates the Contributions made by them during their tenure of Directorship.

The Board also recommended to Appoint Mr. Tejas Hingu, as a Whole Time Director of the Company, to comply with Section 203 of the Companies Act, 2013, though appointed as Whole Time Director for fix term of 3 will retire by rotation as a Director, to enable compliance by the Company with the provisions of Section 152 of the Act, and being eligible, has offered himself for re-appointment at the Thirtieth Annual General Meeting.

Declarations Given By Independent Directors

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of 'Independent Director' stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.

Policies on Directors' Appointment and Remuneration

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I (a) & (b) to this Report.

Evaluation of Board Of Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board.

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

Directors' Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date.

3. 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Shifting of Registered Office:

During the year under consideration, as the members are aware, that your Company's registered office had been shifted from the State of Delhi to State of Maharashtra, to carry out business more efficiently and economically and for better administration and running of business of the Company, for which approval of the members taken through duly conveyed General Meeting held on 24/08/2014. However the application/petition for shifting of registered office from the State of Delhi to State of Maharashtra is still pending before ROC, Delhi.

During the year your Company has also shifted its registered office within the local limit from -102, Jhule Lal Apartment, Pitampura, Delhi - 110034 To C-17, Ground Floor, Nanakpura, Laxmi Nagar, Delhi - 110092 w.e.f 28/08/2014.

Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants having Registration No: 116886W statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for re-appointment. based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 16/07/2015 proposed the appointment of M/s. DMKH & Co., as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 35th AGM of the Company to be held in the year 2020 (subject to ratification of their appointment at every AGM).

During the year M/s. A A M A & Associates, have been resigned as a Statutory Auditors of the Company, resulting in to casual vacancy of Auditors, in M/s DMKH & Co., has been appointed in place of M/s. A A M A & Associates w.e.f 25th May, 2015 and Company hereby seeks approval of the members of the Company to ratify the appointment of M/s DMKH & Co., within 3 months of their appointment.

The Company has also received the confirmation from M/s. DMKH & Co., to the effect that their appointment if made at the ensuring AGM would be in terms of Section 139 and 141 of the Companies Act, 2013 and rules made there under.

Auditors report:

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.D. Pandya & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from M/s. P.D. Pandya & Associates is appended to this Report as Annexure II.

Comments on Auditors' Report

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. DMKH & Co., Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203 (i.e. the Company does not had Company Secretary and Chief Financial Officer as on date.

M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

The Company is of view that though the Company does not have Company Secretary on role of the Company as on date. The Company has tried to appoint the Company Secretary but did not found the desired candidate as per company's requirement. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities. However Company is still looking for the Company Secretary and Chief Financial Officer, who can easily cope up with Company's requirements. The Management ensures that the same has been complied as soon as possible.

The size of the Company is very small as compared to its peer group companies, the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company and shortly appoint the Internal Auditor for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013.

The Company has incorporated with the Main Objects of doing business of Securitization / Reconstruction of Assets and Finance and Investments. However the Company never commenced or conducted the said business since its inception till date neither wants to do in future as well. The management of the Company is also having insight to completely diversify its business line by bringing change in its main object. Therefore the Company never approached the RBI to obtain Certificate of Registration as per regulation 3 of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act 2002. However the Company to make good of this default also diversified its business activity into Textile Business and more than 50% of the revenue is being generated from Textile Business.

As the members of the Company are aware that your Company had passed resolution for shifting of registered office of the Company from the State of Delhi to the State of Maharashtra through General Meeting, instead off Postal Ballot as per 110 Companies act 2013. Since it is an established practice in Delhi which allows companies to shift its office from one state to another state through general meeting without opting postal ballot and As per General Circular No. 20/2014 dated 17th June, 2014 of Ministry of Corporate Affairs, which has mandate the requirement of E-Voting optional for the Company till 31st December, 2014 under the plea of the said circular Company has conducted general meeting through traditional voting system instead of e-voting.

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings:

The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2014-2015 12 times board meetings were held on 15/04/2014, 12/05/2014, 30/05/2014, 14/07/2014, 01/08/2014, 28/08/2014, 14/11/2014, 22/12/2014, 02/01/2015, 20/01/2015, 05/02/2015 and 12/05/2015. The gap between two meetings did not exceed 120 days.

Board Committees:

Your Company has three Committees of Board, viz,

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in 'Report on Corporate Governance' forming part of the Annual Report.

Postal Ballot:

No postal ballot was held during the year 2014-2015.

Risk Management and Internal Controls:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

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 is not applicable.

Foreign Exchange:

There is no inflow and outflow of Foreign Exchange.

Listing of Shares:

The Shares of the Company are listed on Delhi Stock Exchange (DSE). However The Delhi Stock Exchange has applied to the SEBI for Exit under Exit of De-recognized/Non-Operational Stock Exchanges. The Company got it shares listed on Bombay Stock Exchange under Direct Listing Norms w.e.f August 21, 2014.

The Company has paid the necessary Listing fees for the year 2015 - 2016 to Bombay Stock Exchange.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup- pliers and employees of Companies for extending support during the year.

For and On behalf of the Board

Sd/- Sd/-

Tejas Hingu Shashikumar Jatwal (Director) (Director)

Date: 16/07/2015 Place: Delhi


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Annua! Report together with audited Balance Sheet of the Company as on March 31. 2014 and Profit and Loss Account for that year annexed thereon.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are summarized below:

PARTICULARS For the year For the year

Ended as on Ended as on 31.03.2014 31.03.2013 (Amount in Rs.) (Amount in Rs.)

Revenue from operations 19,78.408 82,68,778

Total Revenue 19,78,408 82,68,778

Profit/Loss before Depreciation 5,29,387 18.81,173

Depreciation & amortization 2,48,536 2,48,737

Profit/Loss after Depreciation

& before Taxation 2,80,851 16,32,435

Provision before Taxation

Income Tax (96.232) (5,04,606)

TDS W/Off

Profit after Taxation 1,84,619 11,27,829

DIVIDEND

No Dividend is recommended for the year under review.

DIRECTORS

Ms. Deepti Lalwani was appointed as an Independent additional director w.e.f 08.01.2014. As per the provisions of Section 260 of the Companies Act. his term of office expires at the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956 proposing the candidature of Ms. Deept Lalwani for the post of Independent Director of the Company. The relevant item for the appointment of Ms. Deepti Lalwani as an Independent Director of the Company is made part of the notice of the ensuing Annual General Meeting of the Company.

Mr. Raja Gupta. Mr. Himansnu Kukreja and Vijay Kumar Nand Lai Aggarwal had resigned from the post of directorship w.e.f 08.01.2014.

Ms. Beena Vijay Agrswal, director of the Company, who retires by rotation being eligible offers herself for re-appointment. The relevant item for the appointment of Ms. Beena Vijay Agrawal as a director of the Company is made part of the notice of the ensuing Annuel General Meeting of the Company.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification. Observations made by the auditors along with notes on the accounts are self-explanatory.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was formed and as on March 31. 2014 comprised four members two Non-Executive Directors and two Executive Directors, two of whom are independent. The present Composition of Audit Committee meets the requirement of clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as per the guidelines mentioned in the Code of Corporate Governance which inter-alia includes the monitoring of the financial reporting process, ensuring adequate disclosure in the financial statements: reviewing of the Internal Control Mechanism.

AUDITORS

M/s AMAA & ASSOCIATES, Chartered Accountants. New Delhi. Auditors of the Company retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re- appointment. The Company has obtained a certificate as per section 224 (1B) of the Companies Act, 1956 the effect that their re- appointment, if made, would be within the limits prescribed therein.

DEPOSITS

During the Year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act. 1956.

LISTING FEE

The Equity Share of the Company are Listed in Delhi Stock Exchange Association Limited. 3/1, DSE Building Asaf All Road. New Delhi- 110002. The Company has paid the Listing Fees for the year 2014- 2015 to the Delhi Stock Exchange.

CORPORATE GOVERNANCE

The Company had made a conscious effort to institutionalize Corporate Governance practice and we believe that it shall go beyond adherence to the regulatory framework. Our company structure, business & disclosure practices have been aligned to our Corporate Governance policies that ensures enhancement of shareholders value, association of the customers, support from the suppliers and adheronce to ail the regulatory requirements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the clause 49 of the Listing Agreement with Stock Exchanges. Management Discussion & Analysis Report forms part of the report and is annexed herewith.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING OUT CO

The said information is not furnished, as your company has not carried out any manufacturing activity during the year. Also there was neither any inflow nor out flow of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee covered under section 217(2A) of the Companies Act, 1956 and read with Companies (Particulars of employees) Rules, 1975.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956, the Board of Directors hereby states that

I. That in the preparation of the annual accounts for the financial year ended March 31. 2014 the applicable accounting standards have been followed along with proper explanation relating to material departure;

II That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit/ losses of Company for the year under review.

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

IV That the Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors place on record their sincere thanks to the various Central and State Government departments for their extended support and assistance to the Company. The Board also conveys their appreciation for the employees who had sincerely through their hard work contributed in the growth of the Company. The Board of Directors would like to sincerely thank all the Shareholders and creditors for their continued support and confidence in the Company.

BY ORDER OF THE BOARD FOR: OJAS ASSET RECONSTRUCTION COMPANY LIMITED

AshWani Dewan Beena Vijay Agrawat Director Director

Megha Kalpesh Dave Company Secretary

DATE: 30.05.2014 PLACE: NEW DELHI


Mar 31, 2013

Dear Members,

Your Directors have pleasure in presenting their 28th Annual Report together with audited Balance Sheet of the Company as on 31st March 2013 and Profit and Loss Account for that year annexed thereon.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are summarized below:

PARTICULARS For the year For the year

Ended as on Ended as on 31.03.2013 31.03.2012 (Amount in Rs.) (Amount in Rs.)

Sales 59,90,765 5,986,476

Interest Received 22,78,013 1,009,151

Total Revenue 82,68,778 6,995,627

Profit before Depreciation 18,81.173 351,409

Depreciation & amortization 2.48,737 249,023

Profit after Depreciation & before Taxation 16,32,435 102.385

Provision before taxation

Income Tax (5,04,606) (31,639)

profit after Taxation 11,27,829 70,7471

DIVIDEND

No Dividend is recommended for the year under review.

DIRECTORS

Mr. Himanshu Kulfreja, director of the company retires by rotation and being eligible offers himself for the re-appointment. The relevant item for the appointment of Mr. Himanshu Kukreja as a director of the company is made part of the notice of the ensuing Annual General Meeting of the company as item 10 4.

Mr. Raja Gupta was appointed as an additional director w.e.f 01.07.2013. As per the provisions of Section 260 of the Companies Act, his term of office expires at the ensuing AGM. The company has received a notice under Section 257 of the Companies Act. 1956 proposing the candidature of Mr. Raja Gupta for the post of director of the company. The relevant item for the appointment of Mr. Raja Gupta as a director of the company is made part of the notice of the ensuing Annual General Meeting of the company as Item no 5.

Ms. Latika Kukreja had resigned from the post of directorship w.e.f 01.07.2013 and the board takes on record the valuable services rendered by her for the best interest of the Company.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification. Observations made by the auditors along with notes on the accounts are self-explanatory.

AUDIT COMMITEE

The Audit Committjee of the Company comprises of Mr. Ash wani Dewan (Managing Director). Mr. Himanshu Kukrejai & Mrs. Latika Kukreja (Non Executive & Independent Director). The present Composition of Audit Committee meets the requirement of clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as per the guidelines mentioned in the Code of Corporate Governance which inter-alia includes the monitoring of the financial reporting process, ensuring adequate disclosure in the financial statements: reviewing of the Internal Control Mechanism.

AUDITORS

M/s A M A A & ASSOCIATES, Chartered Accountants. New Delhi, Auditors of the Company retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The company has obtained a certificate as per section 224 (1B) of the Companies Act, 1956 to the effect that their re- appointment, if made, would be within the limits prescribed therein.

DEPOSITS

During the Year under review, your company has not accepted any deposits from the public within the meaning of Section 58a of the Companies Act, 1956.

LISTING FEE

The Equity Share of the Company are Listed in Delhi Stock Exchange Association Limited, 3/1, DSE Building, Asai Ali Road, New Delhi- 110002. The Company has not paid the Listing Fees to the Delhi Stock Exchange for the current financial year 2013-2014.

CORPORATE GO fERNANCE

The company had made a conscious effort to Institutionalize Corporate Governance practice and we believe that it s iall go beyond adherence to the regulatory framework. Our company structure, business & disclosure practices have been aligned to our Corporate Governance policies that ensures enhancement of shareholders value, association of the customers, support from the ' suppliers and adherence to all the regulatory requirements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the clause 49 of the Listing Agreement with Stock Exchanges, Management Discussion & Analysts Report forms part of the report and is annexed herewith.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO

The said information is not furnished, as your company has not carried out any manufacturing activity during the Lear. Also there was neither any Inflow nor outflow of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee covered under section 217(2A) of the Companies Act, 1956 and read with Companies (Particulars of employees) Rules. 1975.

DIRECTOR'S RE SPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby states that

(i) That in the preparation of the annual accounts for the financial year ended 31* March 2013 the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit/ losses of Company for the year under review;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record; 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 annual accounts for the financial year ended 3111 March 2013 on a going concem basis

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere thanks to the various Central and State Government departments for their extended support and assistance to the Company. The Board also conveys their appreciation for the employees who had sincerely through their hard work contributed in the growth of the company. The Board of Directors would like to sincerely thank all the Shareholders and creditors for their continued support and confidence in the company.

BY ORDER OF THE BOARD FOR: OJAS ASSET RECONSTRUCTION COMPANY LIMITED

(HIMANSHU KUKREJA) (RAJAtGUPTA) DIRECTOR DIRECTOR

DATE: 09.08.2013 PLACE: NEW DELHI


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting their Annual Report together with audited Balance Sheet of the Company as on 31st March 2012 and Profit and Loss Account for that year annexed thereon.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are summarized below:

PARTICULARS For the year For the year Ended as on 31.03.2012 Ended as on 31.03.2011 (Amount in Rs.) (Amount in Rs.)

Sales 59,86,476 10,05,18,190

Interest Received 10,09,151 2,917

Total Revenue 69,95,627 10,05,21,107

Profit/Loss before Depreciation 3,51,409 2,76,725

Depreciation & amortization 2,49,023 2,49,273

Profit/Loss after Depreciation & before Taxation 1,02,385 27,452

Provision before Taxation

Income Tax (31,639) (8,482)

TDS W/Off - (5,266)

Profit after Taxation 70,747 13,704

DIVIDEND

No Dividend is recommended for the year under review.

DIRECTORS

During the year Mr. Anuj Dewan resigned from the post of managing director as well as director on 25th November 2011.

Mr. Neeraj Jain & Mr. Vijay Gupta, both Non-Executive & Independent Directors have resigned from the post of directorship of the company on 25th November''2011.

We hereby acknowledge the valuable contribution made by Mr. Anuj Dewan, Mr. Neeraj Jain and Mr. Vijay Gupta during their tenure on the Board.

Mr. Himanshu Kukreja was appointed as an additional director w.e.f 25.11.2011. As per the provisions of Section 260 of the Companies Act. his term of office expires at the ensuing AGM. The company has received a notice under Section 257 of the Companies Act. 1956 proposing the candidature of Mr. Himanshu Kukreja for the post of director of the company The relevant item for the appointment of Mr. Himanshu Kukreja as a director of the company is made part of the notice of the ensuing Annual General Meeting of the company.

Ms. Latika Kukreja was appointed as an additional director w.e.f 25.11.2011. As per the provisions of Section 260 of the Companies Act, his term of office expires at the ensuing AGM. The company has received a notice under Section 257 of the Companies Act, 1956 proposing the candidature of Ms. Latika Kukreja for the post of director of the company. The relevant item for the appointment of Ms. Latika Kukrejja as a director of the company is made part of the notice of the ensuing Annual General Meeting of the company.

Mr. Ashwani Dewan, director of the company retires by rotation and being eligible offers himself for the reappointment The relevant item for the appointment of Mr. Ashwani Dewan as a director of the company is made part of the notice of the ensuing Annual General Meeting of the company.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification. Observations made by the auditors along with notes on the accounts are self-explanatory.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr Anuj Dewan (Managing Director). Mr. Vrjay Gupta (Non- Executive Director, Independent Director), & Mr. Neeraj Jam (Non Executive & Independent Directof). The present Composition of Audit Committee meets the requirement of clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as per the guidelines mentioned in the Code of Corporate Governance which inter-alia includes the monitoring of the financial reporting process, ensuring adequate disclosure in the financial statements; reviewing of the Internal Control Mechanism.

AUDITORS

M/s A M A A & ASSOCIATES, Chartered Accountants, New Delhi, Auditors of the Company retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-apointment. The company has obtained a certificate as per section 224 (1B) of the Companies Act 1956 to the effect that their re- appointment, if made, would be within the limits prescribed the rein.

DEPOSITS

During the Year under review, your company has not accepted any deposits from the public within the meaning of 58a of the Companies Act, 1956.

LISTING FEE

The Equity Share of the Company are Listed in Delhi Stock Exchange Association Limited, 3/1, DSE Building, Asaf Ali Road, New Delhi- 110002. The Company has not paid the Listing Fees to the Delhi Stock Exchange for the current financial year 2011-2012.

CORPORATE GOVERNANCE

The company had made a conscious effort to institutionalize Corporate Governance practice and we believe that it shall go beyond adherence to the regulatory framework. Our company structure, business & disclosure practices have been aligned to our Corporate Governance policies that ensures enhancement of shareholders value, association of the customers, support from the suppliers and adherence to all the regulatory requirements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the clause 49 of the Listing Agreement with Stock Exchanges, Management Discussion & Analysis Report forms part of the report and is annexed herewith.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO

The said information is not furnished, as your company has not carried out any manufacturing activity during the year. Also there was neither any inflow nor outflow of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee covered under section 217(2A) of the Companies Act, 1956 and read with Companies (Particulars of employees) Rules. 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby states that

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed along with proper explanation relating to material departure:

(ii) That the Director: have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit/ losses of Company for the year under review;

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

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere thanks to the various Central and State Government departments for their extended support and assistance to the Company. The Board also conveys their appreciation for the employees who had sincerely through their hard work contributed in the growth of the company The Board of Directors would like to sincerely thank all the Shareholders and creditors for their continued support and confidence in the company

BY ORDER OF THE BOARD FOR: OJAS ASSET RECONSTRUCTION COMPANY LIMITED

HIMANSHU KUKREJA ASHWANI DEWAN DIRECTOR DIRECTOR

DATE : 28.08.2012 PLACE: NEW DELHI


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Annual Report together with audited Balance Sheet of the Company as on 31st March 2011 and Profit and Loss Account for that year annexed thereon.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are summarized below:

PARTICULARS For the year For the year Ended as on 31.03.2011 Ended as on 31.03.2010 (Amount in Rs.) (Amount in Rs.)

Sales 10,05,18,190 25,06,97,931

Interest Received 2,917 3,66,262

Total Income 10,05,21,107 25,10,64,194

Profit/Loss before Depreciation 29,625 1,17,861

Depreciation 2,172 12,785

Profit/Loss after Depreciation & before Taxation 27,452 1,05,075

Provision before Taxation

Income Tax (8,482) (35,650)

Fringe Benefit Tax - (202)

TDS W/Off (5,266) -

Profit after Taxation 13,704 69,223

DIVIDEND

No Dividend is recommended for the year under review.

DIRECTORS

Mr. Ashwani Dewan, director is liable to retire by rotation at this Annual General Meeting and being eligible offer himself for Re-appointment and Mr. Neeraj Jain was appointed as a Director of the company on dated 1st December, 2010.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification. Observations made by the auditors along with notes on the accounts are self-explanatory.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr Anuj Dewan (Managing Director). Mr. Vrjay Gupta (Non- Executive Director, Independent Director), & Mr. Neeraj Jam (Non Executive & Independent Directof). The present Composition of Audit Committee meets the requirement of clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as per the guidelines mentioned in the Code of Corporate Governance which inter-alia includes the monitoring of the financial reporting process, ensuring adequate disclosure in the financial statements; reviewing of the Internal Control Mechanism.

AUDITORS

M/s A M A A & ASSOCIATES, Chartered Accountants, New Delhi, Auditors of the Company retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-apointment. The company has obtained a certificate as per section 224 (1B) of the Companies Act 1956 to the effect that their re- appointment, if made, would be within the limits prescribed the rein.

DEPOSITS

During the Year under review, your company has not accepted any deposits from the public within the meaning of 58a of the Companies Act, 1956.

LISTING FEE

The Equity Share of the Company are Listed in Delhi Stock Exchange Association Limited, 3/1, DSE Building, Asaf Ali Road, New Delhi- 110002. The Company has not paid the Listing Fees to the Delhi Stock Exchange for the current financial year 2011-2012.

CORPORATE GOVERNANCE

The company had made a conscious effort to institutionalize Corporate Governance practice and we believe that it shall go beyond adherence to the regulatory framework. Our company structure, business & disclosure practices have been aligned to our Corporate Governance policies that ensures enhancement of shareholders value, association of the customers, support from the suppliers and adherence to all the regulatory requirements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the clause 49 of the Listing Agreement with Stock Exchanges, Management Discussion & Analysis Report forms part of the report and is annexed herewith.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO

The said information is not furnished, as your company has not carried out any manufacturing activity during the year. Also there was neither any inflow nor outflow of foreign exchange.

PARTICULARS OF EMPLOYEES

There is no employee covered under section 217(2A) of the Companies Act, 1956 and read with Companies (Particulars of employees) Rules. 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby states that

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed along with proper explanation relating to material departure:

(ii) That the Director: have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit/ losses of Company for the year under review;

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

(iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors places on record their sincere thanks to the various Central and State Government departments for their extended support and assistance to the Company. The Board also conveys their appreciation for the employees who had sincerely through their hard work contributed in the growth of the company The Board of Directors would like to sincerely thank all the Shareholders and creditors for their continued support and confidence in the company.

BY ORDER OF THE BOARD FOR: OJAS ASSET RECONSTRUCTION COMPANY LIMITED

ANUJ DEWAN ASHWANI DEWAN MANAGING DIRECTOR DIRECTOR

DATE : 02.09.2011 PLACE: NEW DELHI

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