Directors Report of Achal Investments Ltd.

Mar 31, 2016

DIRECTOR''S REPORT

To

The Members,

ACHAL INVESTMENTS LIMITED

Your Directors have pleasure in presenting before you the 26^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS

The summarized financial performance of the Company for the years 2015-16 and 2014-15 is given below:

(Amt in Rs.)

S. No.	Particulars	2015-16	2014-15
1.	Total Income/Loss	14,425,885.00	13,557,971.54
2.	Less: Total Expenses	13,659,304.35	12,873,586.40
3.	Profit Before Tax	766,580.65	684,385.14
4.	Profit/Loss after Tax	533,777.65	461,238.14

FINANCIAL PERFORMANCE

During the year under review, the Company''s income is Rs. 144.25 Lacs as against income of Rs. 135.58 Lacs in 2014-15.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year 2015-16.

CHANGE IN THE SHARE CAPITAL

During the period under review, The Authorized Share Capital as on March 31, 2016 is Rs. 70,025,000 (Rupees Seven crores and Twenty Five thousands only) (70,025,000 shares of Rs.1/each).

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

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

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

SHIFTING OF REGISTERED OFFICE

Your Company has shifted his registered office from 407, Prabhat Kiran Building, Rajendra Place, New Delhi-110008 to Office No 208, 2nd Floor, Plot No. A-1 Madhuban Tower, Veer Savarkar Block,Shakarpur East Delhi 110092 w.e.f. July 22, 2016.

RISK MANAGEMENT POLICY

Although the company has been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2016, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

STATUTORY AUDITORS

M/s. G.P.KESHRI & ASSOCIATES, Chartered Accountants (Firm Registration number 017251N) has been re-appointed as Statutory Auditors for a term of 5 consecutive years from the conclusion of the ensuing 26^th Annual General Meeting till conclusion of 31^st AGM subject to ratification by shareholders at every Annual General Meeting.

The Company has received a letter from M/s. G.P.KESHRI & ASSOCIATES, Chartered Accountants (Firm Registration number 017251N) to the effect that their appointment if made, would be within the limits as prescribed under Sec 141 of the Companies Act,2013.

AUDITORS'' REPORT

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES: a) Changes in Directors and Key Managerial Personnel

During the year under review 2015-16, There were no changes in directors of the company.

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

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relation committee.

Sexual Harassment:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made there under. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS

During the year sixteen Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No.	Date of Meeting	Total No. of Directors	No. of Directors attended
		on the Date of Meeting
1.	28.05.2015	4	4
2.	13.08.2015	4	4
3.	31.08.2015	4	4
4.	26.10.2015	4	4
5.	13.11.2015	4	4
6.	22.12.2015	4	4
7.	13.02.2016	4	4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met 5 times during the financial year 2015-16 on 28.05.2015,

13.08.2015, 31.08.2015, 13.11.2015 and 13.02.2016 following is the composition:

Name of Member	Designation	Category
Ms. Sheetal	Chairman	Non Executive and Independent Director
Mr. Gaj Raj Singh	Member	Non Executive and Independent Director
Mr. Abhishek Kumar	Member	Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial year 2015-16 on 28.05.2015,

13.08.2015, 13.11.2015 and 13.02.2016 and following is the composition:

Name of Member	Designation	Category
Mr. Gaj Raj Singh	Chairman	Non Executive and Independent Director
Ms. Sheetal	Member	Non Executive and Independent Director
Mr. Abhishek Kumar	Member	Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member	Designation	Category
Mr. Gaj Raj Singh	Chairman	Non Executive and Independent Director
Ms. Sheetal	Member	Non Executive and Independent Director
Mr. Abhishek Kumar	Member	Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.K. Mishra & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2015-16 and the report is attached herewith.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company''s operations in future.

AUDIT OBSERVATIONS

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

BY ORDER OF THE BOARD OF DIRECTORS

ACHAL INVESTMENTS LIMITED

Sd/- Sd/-

Place: New Delhi Abhishek Kumar Gaj Raj Singh

Date: 24/08/2016 Director Director

DIN: 06799487 DIN: 02925387

F-2, CPWD Enq Office Flats, House No 62, Dhakka Village,

Sarojini Nagar, New Delhi-110023 GTB Nagar, Delhi - 110009

---

Mar 31, 2015

To The Members of ACHAL INVESTMENTS LIMITED

The Directors have pleasure in presenting before you the 25th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summarized financial performance of the Company for the years 2014-15 and 2013-14 is given below:

(Amt in Rs.)

S. No. Particulars 2014-15 2013-14

1. Total Income/Loss 13,557,971.54 22,720,920.81

2. Less: Total Expenses 12,873,586.40 22,514,115.51

3. Profit Before Tax 684,385.14 206,805.30

4. Profit/Loss after Tax 461,238.14 153,381.30

FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 135.58 Lacs as against income of Rs. 227.20 Lacs in 2013-14.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year 2014-15.

CHANGE IN THE SHARE CAPITAL

During the period under review, The Authorized Share Capital as on March 31, 2015 is Rs. 70,025,000 (Rupees Seven crores and Twenty Five thousands only) (70,025,000 shares of Rs.1/each). The Company has also split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 13.11.2014 divided into 70,025,000 (Rupees Seven crores and Twenty Five thousands only) Equity Shares of Rs.1/- (Rupee One Only) each.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

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

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

SHIFTING OF REGISTERED OFFICE

During the year 2014-15, Company has shifted his registered office from City Business Center-3606, IIIrd Floor, Chamber no- 32, Daryaganj, New Delhi-110002 to 407, Prabhat Kiran Building, Rajendra Place, New Delhi-110008 w.e.f. December 10, 2014.

RISK MANAGEMENT POLICY

Although the company has been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

STATUTORY AUDITORS

M/s. G.P.KESHRI & ASSOCIATES, Chartered Accountants (Firm Registration number 017251N) has been appointed as Statutory Auditors in place of M/s. Kumar Anoop & Co, Chartered Accountants (who have expressed their unwillingness to continue) for a term of 5 consecutive years from the conclusion of the ensuing 25th Annual General Meeting till conclusion of 30th AGM subject to ratification by shareholders at every Annual General Meeting.

The Company has received a letter from M/s. G.P.KESHRI & ASSOCIATES, Chartered Accountants (Firm Registration number 017251N) to the effect that their appointment if made, would be within the limits as prescribed under Sec 141 of the Companies Act,2013.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT – 9 has been annexed to the Report, as Annexure-1.

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

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2014-15, There were no changes in directors of the company.

During the year under review 2014-15, Ms. Nishi Aisha Baig has resigned from the post of company secretary and Ms. Laxmi Joshi who was appointed as company secretary w.e.f. 27.05.2014 in her placed also resigned on 30.08.2014 from the Company.

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

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relation committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Sexual Harassment:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year sixteen Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No. Date of Meeting Total No. of Directors No. of Directors attended on the Date of Meeting

1. 03.05.2014 4 4

2. 28.05.2014 4 4

3. 21.06.2014 4 4

4. 31.07.2014 4 4

5. 13.08.2014 4 4

6. 30.08.2014 4 4

7. 02.09.2014 4 4

8. 25.09.2014 4 4

9. 29.10.2014 4 4

10. 04.11.2014 4 4

11. 13.11.2014 4 4

12. 14.11.2014 4 4

13. 10.12.2014 4 4

14. 13.02.2015 4 4

15. 18.02.2015 4 4

16. 30.03.2015 4 4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met 5 times during the financial year 2014-15 on 28.05.2014, 13.08.2014, 02.09.2014, 13.11.2014 and 13.02.2015 and following is the composition:

Name of Member Designation Category

Ms. Sheetal Chairman Non Executive and Independent Director

Mr. Gaj Raj Singh Member Non Executive and Independent Director

Mr. Ashok Agarwal Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial year 2014-15 on 28.05.2014, 13.08.2014, 13.11.2014 and 13.02.2015 and following is the composition:

Name of Member Designation Category

Mr. Gaj Raj Singh Chairman Non Executive and Independent Director

Ms. Sheetal Member Non Executive and Independent Director

Mr. Ashok Agarwal Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Mr. Gaj Raj Singh Chairman Non Executive and Independent Director

Ms. Sheetal Member Non Executive and Independent Director

Mr. Ashok Agarwal Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sanjay Jha & Associates, Company Secretaries, (Certificate of Practice No. 3749) to undertake the Secretarial audit of the Company for the Financial Year 2014-15 and the report is attached herewith.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

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

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

BY ORDER OF THE BOARD OF DIRECTORS

ACHAL INVESTMENTS LIMITED

Sd/- Sd/-

Place: New Delhi Abhishek Kumar Gaj Raj Singh

Date: 31/08/2015 Director Director

DIN: 06799487 DIN: 02925387

F-2, CPWD Enq Office Flats, House No 62, Dhakka Village,

Sarojini Nagar, New Delhi-110023 GTB Nagar, Delhi - 110009

---

Mar 31, 2012

Dear members,

The Board of Directors is pleased to present the Annual Report of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

For the year 2011-12 For the year 2010-11

Sales and other 78530 10,178 income

Less: Operating 73478 145419 Expenses

Profit/(Loss) before 5056 (1,35,241) Depreciation & Tax

Less: Depreciation 0.00 0.00

Profit / (Loss) before 5056 (1,35,241) tax

Less: Current Tax & PBT 0.00 0.00

Profit/(Loss) after tax 5056 (1,35,241)

Add:- Deferred tax 0.00 0.00

Profit /(Loss) after 5056 (1,35,241) Deferred tax

Less: Income tax of 0.00 0.00 earlier years 5056 (1,35,241)

Less;- Transferred to 0.00 0.00 General Reserve

Dividend 0.00 0.00

Balance carried 28828147 28833203 to Balancesheet

The Company made no sales and earned other income of Rs 78530 (Previous year Rs. (10178) during the financial year under review, the Profit/ (Loss) before depreciation and tax was Rs 5056 (Previous year Loss Rs 135241), Depreciation during the year was Rs Nil (Previous year was also Nil). Provision for Income Tax and Fringe Benefit Tax is not made in the current year (Previous year Provision for Income Tax and that for Fringe Benefit Tax was Nil) .After making prior adjustment for tax in the current year, considering Profit/ (Loss) brought forward from the previous year, deducting amount to be transferred to General Reserve i.e. Rs Nil (Previous year also Rs. Nil) and Nil amount of Dividend (Previous year also Nil )the Profit carried to Balance Sheet comes to Rs. 28828147 (Previous year Rs. 28833203)

DIVIDEND

The Board of Directors has not declared any dividend during the Financial Year ended 31st March 2012.

STATUTORY AUDITORS

M/s Kumar Anoop & Co., Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and are to be appointed as auditors of the Company.

FIXED DEPOSITS

The Company has not accepted any deposits during the financial Year and there are no outstanding fixed deposits from the public as on the Balance Sheet date.

MANAGERIAL REMUNERATION

No employee was in receipt of remuneration in excess of Rs.60,00,000.00 p. a. if employed for the full year or Rs.5, 00,000.00 p.m. if employed for part of the year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) rules 1975 are not being given. There has been co-ordinal relationship between the management and staff of the company.

AUDITOR''S REPORT

All statements stated in the Auditor''s Report are self explanatory.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Company is engaged in Commercial activity, and there is nothing to be disclosed in report about conservation of energy and technology Absorption

FOREIGN EXCHANGE EARNINGS AND OUTGO

No agreement has been entered into for technology absorption. Foreign Exchange earnings are NIL and outgo are NIL.

CORPORATE GOVERNANCE

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies. Compliance of conditions of corporate governance is made by the company.

The Company''s pirinciple of governance implies the stirict adherence to the corporate and other administrative laws and practice in latter and spirit to ensure better service to the investor and provide a transparency in the working of the company.

An Auditor of the Company certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

a) Name and address of the stock exchanges where the securities are listed.

The Delhi Stock Exchange Association Ltd.,

DSE House, 8/1 Asaf Ali Road,

New Delhi 110002

Listing fee has been paid for the previous financial year

BOARD OF DIRECTORS

Board of Director are duly Constituted. Mr. Ashok Agrawal, Mr. Parag Mittal, Ms. Anita Agrawal and Mr. Prakash Chand Agrawal are present Directors on the Board.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Anita Agrawal, Director, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment. Appropriate resolutions for their re-appointment are being placed before you for your approval at the ensuing Annual General Meeting. Your Directors recommend their reappointment as Directors of your Company.

BOARD MEETINGS

The Board of directors of the Company duly met 11 times on 10th June 2011, 3rd August 2011, 11th August 2011, 2nd September 2011, 30th September 2011, 4th October 2011, 6th November 2011,14th November 2011,7th November 2011, 28th January 2012 and 6th February 2012.

COMPLIANCE CERTIFICATE

The Company has appointed the Company Secretary for issuing Compliance Certificate for the financial year ended March 31st, 2012.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of the Companies Act, as amended by Companies (Amendment) Act, 2000 your directors confirm;

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

(c) that the Directors had 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.

(d) that the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company

Date: 04/09/2012 For and on behalf of Board of Director

Place: New Delhi ACHAL INVESTMENTS LIMITED

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Mar 31, 2011

Dear members,

The Board of Directors are pleased to present the Annual Report of the Company for the financial year ended March 31, 2011.

Financial Activities and Results

The Company''s other income of Rs 10,178(Previous year Rs.9, 875). During the financial year under review, the (Loss) before depreciation and tax was Rs 1,35,241 {(Previous year Rs. 1,43,405)}, Depreciation during the year was Rs Nil (Previous year was Rs. Nil). After transferring Nil amount of to General Reserve (Previous year Rs. Nil) and no payment of dividend (Previous year Rs. Nil) and no amount to Income tax for earlier years (Previous year NIL) the (loss) carried to Balance Sheet amounted to Rs.(28,833,203) {(Previous year Rs. (28,697,962)}.

Financial Results

For the year 2010-11 For the year 2009-10 (Rupees in thousands) (Rupees in thousands)

Sales and other 10,178 9,875 income

Less: Operating Expenses 1,45,419 1,53,280

Profit/(Loss) before (1,35,241) (1,43,405) Depreciation & Tax

Less: Depreciation 0.00 0.00

Profit /(Loss) before tax (1,35,241) (1,43,405)

Less: Current Tax & FBT 0.00 0.00

Profit/(Loss) after tax (1,35,241) (1,43,405)

Add:- Deferred tax 0.00 0.00

(1,35,241) (1,43,405)

Less: Income tax 0.00 0.00 of earlier years (1,35,241) (1,43,405)

Add: Profit/(Loss) (28,697,962) (28,554,557) brought forward

Profit/(Loss) available for (28,833,203) (28,697,962) appropriation

Less:- Transferred to General Reserve 0.00 0.00 Dividend 0.00 0.00

Balance carried to Balance (28,833,203) (28,697,962)

Dividend

The Board of Directors have not declared any dividend during the Financial Year ended March 31st, 2011 because of inadequacy of profits.

Fixed Deposits

The Company has not accepted any deposits during the financial Year.

Statutory Auditors

M/s. kumar Anoop & co. Chartered Accountants, New Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and are to be appointed as auditor of the Company.

Managerial Remuneration

There has been a cordial relationship between the management and staff of the company. No employee was In receipt of remuneration in excess of Rs.24,00,000.00 p.a. if employed for the full year or Rs.2,00,000.00 p.m. if employed for part of the year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) rules 1975 are not being given.

Auditor''s Report

All statements stated in the Auditor''s Report are self explanatory

Corporate Governance.

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies. Compliance of conditions of corporate governance are made by the company. An Auditor of the Company certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

a) Name and address of the stock exchanges where the securities are listed.

1. The Delhi Stock Exchange Association Ltd.,

DSE House, 8/1 Asaf Ali Road,

New Delhi 110002

Particulars u/s 217 (1) (e)

Company is engaged in investment activity, but there is nothing to be disclosed in report about conservation of energy. No agreement has been entered into for technology absorption. Foreign Exchange earnings are NIL and outgo are NIL.

Compliance Certificate

The Company has appointed Company Secretary for issuing Compliance Certificate for the financial year ended March 31st 2011.

Board Meetings

The Board of directors met duly Eleven times on 30th Day of April 2010,15th Day of June 2010,30th Day of July, 31st Day of July, 31st Day of August 2010, 01st Day of September 2010,04th Day of October 2010,30th Day of October 2010, 08th Day of November ,31st Day of January 2011,31st Day of March 2011.

Corporate Governance Certificate

M/S kumar Anoop & co., Chartered Accountants have issued Certificate on Corporate Governance the copy of which has been attached as a separate annexure to the Annual Report.

Board of Directors

Among the Board of Directors Mr.Mukesh Agrawal retire by rotation at the ensuing Annual General Meeting and is not to be reappointed as director considering his term to hold office as a director in the Company,

Management Discussion and Analysis

The Indian Economy faced significant slowdown in growth momentum in 2010-2011 driven by a severe downturn in the global economy on the back of sustained pressure on the global financial system, At present a recovery in consumption holds the key to a more stable growth outlook for the Indian Economy , High inflation and a tight monetary requirement acted as primary dampeners for consumption in the first half of 2010-2011. The management has analyzed that the Company needs to take some major steps to mobilize its earning.

Director''s Responsibility Statement

Pursuant to the requirements of the provisions of the Companies Act, as amended by Companies (Amendment) Act, 2000 your directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

(c) that the Directors had 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.

(d) that the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of Board of Directors Achal Investments Limited Place: New Delhi Date: 02/09/2011