Directors Report of Asgard Alcobev Ltd.

Mar 31, 2024

Your Directors are pleased to present the 40TH (FORTIETH) ANNUAL REPORT together with the Company’s Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL SUMMARY:

The Company’s financial performance for the year ended 31st March, 2024 is summarised below:

	(Rs. in Thousands''
Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
Income:
Revenue from Operations	3940.15	3,170.18
Other Income	-	2,350.00
TOTAL REVENUE	3940.15	5,520.18
Expenditure:
Purchase of Stock-in-Trade	3065.33	2,528.15
Change in Inventories of Stock-in-Trade	-	-
Employee Benefits Expense	431	678.54

Other Expenses	662.62	474.55
TOTAL EXPENDITURE	4159.07	3,681.24
Profit before tax	(218.92)	1,839.94
Tax Expense:
Provision for - Current Tax	(218.92)	478.12
Income T ax of Earlier year	-	-
Profit for the year	(218.92)	1,360.82
Earnings per equity share (Basic & Diluted) (Face Value of Rs. 10/-each) (Rs. Ps.)	(0.88)	5.47

2. FINANCIAL HIGHLIGHTS AND COMPANY’S AFFAIRS:

During the year under review, the Company has achieved total revenue of Rs. 3,940.15/- thousand as compared to Rs. 5,520/- thousand in the previous financial year. Further, the Company has generated a Net Profit (after tax) of Rs. (218.92)/- thousand for the financial year ended March 31, 2024, as compared to the loss of Rs. 1,360.82/- thousand in the previous financial year 2022-2023. The Company is actively pursuing to be fully operational and pursue activities in consonance with the objectives for which it is established and taking necessary steps to effectively implement the same.

3. DIVIDEND:

With a view to conserve resources, your Directors do not recommend any dividend during the reporting period.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31st March, 2024.

5. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

6. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any Subsidiary Company, Associate Company and Joint Venture Company hence the Company is not required to prepare Consolidated Financial Statement.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Shri Suresh Jayantilal Ajmera (DIN: 01341331), Shri Dhanesh Suresh Ajmera (DIN: 02446635), ceased to be Independent Director of the Company w.e.f. 14th November,2023, due to Resignation of Directors. Shri. Vijay Singh Shekhawat (DIN: 03447468), Shri. Rajesh Rameshrao Salway (DIN: 05145913) appointed to be Director of the Company w.e.f. 07th February,2024 Except as stated above, there was no change in the Directorship of the Company. However, subsequent to the end of the Financial Year following appointments, re-appointments, and resignations were made till the date of this report.

• Appointment of Shri. Rajesh Govind Pote (DIN:10287655) as a Additional Director of the Company w.e.f. 24th May, 2024; and

• Resignation of Smt. Sarita Harigopal Joshi, (DIN 06781907) as a Whole Time Director w.e.f. 24th May, 2024; and

• Resignation of Shri Vinod Kavassery Balan, Director (DIN 07823253) as a Director w.e.f. 03^rd June,2024; and

• Appointment of Ms. Gauri Satish Chiplunkar (DIN:08386053) as an Additional (Independent) Director of the Company w.e.f. 29th August, 2024; and

The present Directors and KMPs of the Company are as follows:

(a) Shri. Rajesh Govind Pote, Additional Director (DIN:10287655);

(b) Shri. Vijay Singh Shekhawat, Additional (Non-Executive) Director (DIN: 03447468);

(c) Shri. Rajesh Rameshrao Salway, Additional (Non-Executive) Director (DIN 05145913);

(d) Smt. Jeny Gowadia, Independent Director (DIN: 03014009);

(e) Shri Dhiren Bontra, Independent Director ((DIN: 09591605);

(f) Ms. Gauri Satish Chiplunkar Additional (Independent) Director (DIN:08386053)

(g) Shri Jatin Gaikar , Chief Financial Officer (CFO);

(h) Shri Jitendra Rajendra Patil, Company Secretary and Compliance Officer.

In accordance with the provisions of the Companies Act, 2013 and Rules made there under and in terms of Articles of Association of the Company, Smt. Jeny Vinod Kumar Gowadia (DIN: 03014009), retires at the ensuring Annual General Meeting and being eligible offered herself for re-appointment.

8. NUMBER OF MEETINGS OF BOARD:

During the year under review, 4 (Four) Board meetings were held. The dates of the meetings are 24th May,2024, 14th August,2024, 14th November 2023,7th February 2024,

9. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

Details of the attendance of the Directors at the Board Meetings held during the year 2023-2024:

Name of the Director	Number of Board Meeting
	Entitled to Attend	Attended
Smt. Sarita Harigopal Joshi	4	4
Shri Vinod Kavassery Balan	4	4
Shri Suresh Jayantilal Ajmera	2	2
Shri Dhanesh Suresh Ajmera	2	2
Smt. Jeny Gowadia	2	2
Shri Dhiren Bontra	2	2

Shri. Rajesh Govind Pote	0	0
Shri. Vijay Singh Shekhawat	0	0
Shri. Rajesh Rameshrao Salway	0	0
Smt. Gauri Satish Chiplunkar	0	0

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board confirms that all Independent Directors of the Company have given a declaration to the Board under Section 149(7) of the Companies Act, 2013 and Rules made thereunder that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

11. COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has duly constituted the Audit Committee and Nomination & Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

During the year under review, (Four) Audit Committee meetings were held. The dates of the meetings are 25th May,2023, 14th August,2023, 14th November 2023,7th February, 2024.

During the year under review, 2 (Two) Nomination & Remuneration Committee meetings were held. The dates of the meetings are 14th August, 2023 and 7th February, 2024.

12. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of all the Directors and the Board including Committees. The Company has devised a Policy for performance evaluation of all the Directors, the Board and the Committees which includes criteria and factors for performance evaluation. The appointment / re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

13. RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the authority to Audit Committee to monitor the Risk Management Policy including (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. We affirm that all risks are monitored and resolved as per the process laid out in the Policy.

14. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and Independence of Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees of the Company. The brief terms of the Policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Rules made thereunder are as follows:

(a) The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and longterm performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

(b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation;

(c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on the Company’s website www.inertiasteel.com

During the year, neither any whistle blower event was reported, nor any personnel has been denied access to the Audit Committee. Your Company also ensures that the vigil mechanism established in the Company is functioning very well.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(c) the Directors have 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 have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. AUDITORS:

At the 39th Annual General Meeting held on 30th September, 2023, M/s. Bohra & Company, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the period of 1 year.

M/s. Bohra & Company, Chartered Accountants, (Firm Registration No. 0011317), has tendered their resignation as Statutory Auditor of the Company with effect from 07th February, 2024.

Further, the Company at its Board meeting held on 7th August 2024 appointed M/s. Grandmark and Associates, Chartered Accountants as the Statutory Auditor of the Company to fill in the casual vacancy occurred due to resignation of M/s. Bohra & Company, Chartered Accountants, for the Financial Year 202425 and shall hold office till the conclusion of 40th Annual General Meeting to be held for the year 2024-25 of the Company, subject to approval from the members of the Company in the ensuing Annual General Meeting of the Company (i.e. 40th Annual General Meeting).

Their consent letters / certificates to the effect that their appointments, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified have been received.

18. COMMENT ON AUDITORS’ REPORT:

The Report of Auditors of the Company and the notes forming part of the financial statements are selfexplanatory and hence requires no explanation from the Board of Directors. The Auditors’ Report does not contain any qualification or reservation or adverse remark.

19. REPORTING OF FRAUD BY STATUTORY AUDITORS:

As per the provision of Section 143(12) of the Companies Act, 2013 read with Rules made thereunder, no fraud on or by the Company has been noticed or reported by the Statutory Auditors or Secretarial Auditor of the Company.

20. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. DNG & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 in Form MR-3 is attached as “Annexure I” and forms a part to this Report and is self-explanatory.

21. INTERNAL FINANCIAL CONTROL AND AUDIT:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

22. MAINTENANCE OF COST RECORDS:

During the year under review, the Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not applicable.

23. CORPORATE GOVERNANCE REPORT:

As per the requirement of the latest SEBI Circular No. CIR/CFD/Policy Cell/7/2014 issued on 15th September, 2014, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report.

Since, the Paid-up Equity Share Capital of the Company is Rs. 2,488.00/- thousands and Net Worth is of Rs.3,018.52/- thousands as on Financial Year ending 31st March, 2024, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

24. VOTING RIGHTS OF EMPLOYEES:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosures as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

25. DISCLOSURES REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any shares under Employee’s Stock Options Scheme pursuant to provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), therefore, the disclosures regarding issue of employee stock options are not applicable.

26. DISCLOSURES REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares pursuant to provisions of Section 54 of Companies Act, 2013 read with Rules made thereunder.

27. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and at the date of this Board’s Report.

28. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund (“IEPF”) as per the requirements of the IEPF Rules.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis is attached as “Annexure II” and forms a part to this Report.

30. CREDIT RATING:

The Company was not required to obtain credit rating from any credit rating agencies. Hence this clause is not applicable to the Company.

31. CORPORATE SOCIAL RESPONSIBILITY:

Since, the Company does not fall under the criteria provided under Section 135(1) of Companies Act, 2013 read with Rules made thereunder, therefore, the constitution of Corporate Social Responsibility Committee and statement on Corporate Social Responsibility as per Section 134(3)(o) of Companies Act, 2013 are not applicable to the Company.

32. WEB LINK OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration Rules, 2014, the Annual Return for the F.Y. 2023-2024 is available on Company’s website at www.inertiasteel.com.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided are mentioned in the audited financial statement which forms part of this Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has not entered into any contracts or arrangements with related parties as referred under Section 188(1) of the Companies Act, 2013 and Rules made thereunder.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures relating to conservation of energy and technology absorption are nil. There were no foreign exchange earnings or outgo for the year under review.

36. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees in the Company who are drawing prescribed salary pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:

The Company does not have any holding or subsidiary company, and therefore the provisions of Section 197(14) of Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration from holding or subsidiary Company are not applicable.

38. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

39. OTHER DISCLOSURE:

(a) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(b) There was no application made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.;

(c) The Company has not failed to implement any corporate action during the year under review;

(d) There was no revision of financial statements and Board’s Report of the Company during the year under review.

40. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

(c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013 as issued by the Institute of Company Secretaries of India (“ICSI”).

41. ACKNOWLEDGEMENT:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Securities Exchange Board of India, Stock Exchange, Bankers, Financial Institutions, Business Associates and Members.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by the management and employees of the Company.

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Mar 31, 2014

The Members

The Directors herewith presents the 30th Annual Report on the business and operations of your Company together with audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of financial results of your company is as under:

(Amount in Rs.) PARTICULARS 2013-14 2012-13

Total Income 95,000 1,00,500

Total Expenditure 92,795 92,008

Profit / (Loss) for the year. 2,205 8,492

Less: Provision for tax

Current Tax 700 2,700

Income Tax of Earlier year (11,460) -

Net Profit / (Loss) after tax 12,965 5,792

Earnings per share (Basic & Diluted (Face Value of Rs. 10/- each) 0.05 0.02

DIVIDEND

With a view to conserve the resources of the Company, the Board of Directors do not recommend any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 / 2013 and Articles of Association of the Company Shri H. G. Joshi (DIN 00024800), Director retires at the ensuring Annual General Meeting and is eligible for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Shri Suresh Ajmera (DIN 01341331) and Shri Dhanesh Ajmera (DIN 02446635), the existing Independent Director of the Company is to be re-appointed as an Independent Director for the fresh term. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Shri Suresh Ajmera and Shri Dhanesh Ajmera for the office of Director. The Board recommends their appointment for the approval of shareholders as an Independent Director for 5 (Five) consecutive years vv.e.f. the date of ensuing AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31s'' March, 2014, the applicable accounting standards have been followed and there are no material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 319 March, 2014 and of the profit of the Company for the year ended on that date;

(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; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s Kaloti & Lathiya., Chartered Accountants, the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to the provision of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s Kaloti & Lathiya., Chartered Accountants, Statutory Auditors, being eligible for re-appointment, the Board of Directors of your Company proposes the re-appointment of M/s Kaloti & Lathiya., Chartered Accountants, as the statutory auditor of the Company for a period of 3 years, to hold office from the conclusion of this 30th Annual General Meeting till the conclusion of the 33rd Annual General Meeting.

The Company has received the consent letters / certificate from the statutory auditors to the effect that their re-appointment, if made, would inter-alia be within the prescribed limits under Section 139 & 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. The members are requested to appoint auditors.

The Report of Auditors of the Company and the notes forming part of the financial statements are self explanatory and hence requires no explanation from the Board of Directors.

DEPOSITS

The Company has not accepted any deposits covered under Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the financial year under review.

COMPLIANCE CERTIFICATE

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from Practicing Company Secretary is annexed certifying that, all the legal requirements, in respect of the Company for the year ended 31st March, 2014 have been complied with.

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

As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under section 217(1)(e) of the Companies Act, 1956 regarding technology absorption and energy conservation are not applicable.

However, there were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of the Company have received remuneration in excess of limits specified in Section 217(2A) of the Companies Act.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been forthcoming from all those who are associated with the operations of the Company during the period under review.

For and on behalf of the Board of Director INERTIA STEEL LIMITED

Date :29th May, 2014 Place : Mumbai HARI GOPAL JOSHI CHAIRMAN (DIN 00024800)

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Mar 31, 2013

To the Members

The Directors herewith presents the 29th Annual Report on the business and operations of your company together with audited accounts for the year ended 31st March, 2013.

Financial Results

The summary of financial results of your company is as under:

(Amount in Rs.)

Particulars 2011-12

Total Income 1,88,680

Total Expenditure 6,34,835

Profit/(loss) for the year (4,46,155)

Provision for tax 5,300

Net profit/(loss) after tax (4,51,455)

Dividend

With a view to conserve the resources of the company, the board of directors do not recommend any divide nd for the yea r u nder review.

Auditors Report

The Report of Auditors of the Company is self explanatory and the Board offers no further explanation.

Deposits

The Company has not accepted any deposits covered u/s 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the financial year under scrutiny.

Directors

in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Hari Gopal Jishi, Director retires by rotation and is eligible for re-appointment.

Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies, Act, 1956, the Board of Directors of the company hereby state and confirm that:

i) All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of the accounts enclosed herewith. ii) Annua! accounts are prepared on the principle of a Going Concern.

iii) Accounting policies selected, applied and judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the company for the year under review.

iv) Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

Compliance certificate

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from practicing Company Secretary, is enclosed certifying that all the legal requirements, in respect of the Company for the year ended 31st March, 2013 have been complied with.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not own an undertaking, where manufacturing operations are carried out, the information to be furnished u/s 217 (l)(e) of the Companies Act, 1956 regarding technology absorption and energy conservation are not applicable.

Similarly there were no foreign exchange earnings and outgo during the year under review.

Particulars of Employees

During the year under review, none of the employees of the company have received remuneration in excess of limits specified in Section 217{2A) of the Companies Act.

Auditors

M/s Kaloti & Lathiya., Chartered Accountants, the auditor of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to appoint auditors for the current year and fix the remuneration.

Acknowledgement

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been forthcoming from all those who are associated with the operations of the Company during the period under review.

On behalf of the Board of Directors

(Hari Gopal Joshi)

Chairman

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Mar 31, 2011

The Director herewith presents the 27th Annual Report on the business and operation of your company together with audited accounted for the year ended 31st March, 2011

Financial Results

The summary of financial results of your company is as under:

(Amount in Rs.)

Particulars 2010-11 2009-10

Total Income 160405 35000

Total Expenditure 148739 25428

Profit (loss) for the year 11666 9572

Provision for tax 3900 3500

Net profit (Loss) after tax 7766 6072

Balance b/f from previous year 144965 138893

Balance carried to next year 152731 144965

Dividend

with a view to conserve the resources of the company the board of directors do not recommend any dividend for year under review.

operations

During the year under review the total income from operations was Rs.160405/- as compared to Rs.35000/- during the corresponding period of period of prevision year. the company has earned profit of Rs.7766/- after making necessary provision for tax as against Rs.6072/- in the previous year.

Auditors Report

The Report of Auditors of the company is self explanatory and the Board offers explanation.

Deposits

The company has not accepted any deposits covered us 58A and 58A of companies Act, 1956 and companies (Acceptance of Deposits ) Rules, 1975 during the under scrutiny.

Director

In accordance with the provision companies Act, 1956 and Articles of Association of the Company shir Suresh Ajmera, director retires by rotation and is eligible for re-appointment.

Director's Responsibility Statement.

Pursuant to Sub-section (2AA) of the companies, Act, 1956, the Board of Directors of the company hereby state and confirm that;

i) All the applicable accounting standards have been Following along With proper explanations relation to material departures in the preparation of the accounts enclosed herewith.

ii) Annual accounts are prepared on the principle of a Going concern.

iii) Accounting policies selected, applied and judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the company for the year under review.

iv) Sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the company and the procedures, practices and control systems in the day to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the company does not own and an undertaking, where manufacturing operations are carried out, the information to be furnished u/s 217 (1)(e) of the companies Act 1956 regarding technology absorption and and energy conservation are not applicable.

Similarly there were no foreign exchange earnings and outgo during the year under review.

Particulars of Employees

As requires under section 217(2A) of the companies Act, 1956 no employed for whole or part of the year was in receipt of remuneration in excess of limits laid down in the companies (particulars of Employees) Rules, 1975 and therefore no such particulars are furnished herewith.

Auditors

M/s Kaloti & Lathiya., Chartered Accountants, the auditor of the company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to appoint auditors for the current year and fix the remuneration.

Acknowledgement

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been forthcoming from all those who are associated with the operations of the company during the period under review.

On behalf of the Board of Directors

Place: Mumbai (Hari Gopal Joshi)

Date: 01.09.2011 Chairman

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Mar 31, 2010

The Directors herewith presents the 26th Annual Report on the business and operations of your company together with audited accounts for the year ended 31st March, 2010.

Financial Results

The summary of financial results of your company is as under:

(Amount in Rs.)

Particulars 2009-10 2008-09

Total Income 35000 116000

Total Expenditure 25428 106013

Profit/(Loss) for the vear 9572 9987

Provision for tax 3500 3100

Net profit/floss) after tax 6072 6887

Balance b/f from previous year 138893 132006

Balance carried to next year 144965 138893



Dividend

With a view to conserve the resources of the company, the board of directors do not recommend any dividend for the year under review.

Operations

During the year under review, the total income from operations was reduced to Rs. 35000/- as compared to Rs. 116000/- during the corresponding period of previous year. The Company still managed to earn profit of Rs. 6072/- after making necessary provision for tax as against Rs. 6887/- in the previous year.

Auditors Report

The Report of Auditors of the Company is self explanatory and the Board offers no further explanation.

Deposits

The Company has not accepted any deposits covered u/s 58A and 58AA of the Companies * Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the financial year under scrutiny.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Hari Gopal Joshi, Director retires by rotation and is eligible for re- appointment.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies, Act, 1956, the Board of Directors of the company hereby state and confirm that:

i) All the applicable accounting standards have been followed along with proper- explanations relating to material departures in the preparation of the accounts enclosed herewith.

ii) Annual accounts are prepared on the principle of a Going Concern.

iii) Accounting policies selected, applied and judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the company for the year under review.

iv) Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day- to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not own an undertaking, where manufacturing operations are carried out, the information to be furnished u/s 217 (l)(e) of the Companies Act, 1956 regarding technology absorption and energy conservation are not applicable.

Similarly there were no foreign exchange earnings and outgo during the year under review.

Particulars of Employees

As requires under Section 217 (2A) of the Companies Act, 1956 no employee of the Company, whether employed for whole or part of the year was in receipt of remuneration in excess of limits laid down in the Companies (Particulars of Employees) Rules, 1975 and therefore no such particulars are furnished herewith.

Auditors

M/s Kaloti & Lathiya., Chartered Accountants, the auditor of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to appoint auditors for the current year and fix the remuneration.

Acknowledgement

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been • forthcoming from all those who are associated with the operations of the Company during the period under review.

On behalf of the Board of Directors

(Hari Gopal Joshi)

Chairman

Place: Mumbai

Date : 01.09.2010