Directors Report of Astal Laboratories Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 32^nd Annual Report of your Company along with the Audited Financial Statement for the year ended March 31, 2025.

1. SUMMARY OF FINANCIAL RESULTS:

Following is the analysis of the standalone financial statements of the Company during the year under review:

(Rupees in Lacs
Particulars	For the financial year ended 31^st March, 2025 (Rs.)	For the financial year ended 31^st March, 2024 (Rs.)
Revenue from Operation including other income	6435.61	2366.11
Expenses excluding Depreciation	5215.54	2254.50
Depreciation and Amortization	22.31	2.95
Profit (Loss) Before Tax	1197.75	108.66
Extraordinary items	0.00	0.00
Current Tax	294.08	29.37
Deferred Tax Adjustment	11.14	0.82
Profit (loss) After Tax	892.53	78.47
Net fixed assets	1144.43	69.00
Share capital	984.56	984.56
Reserve & Surplus Profit/(Loss)	2614.91	1349.60

2. STATE OF COMPANY''S AFFAIR

The financial year 2024-25 was a year of satisfactory performance by the Company and the Second year in venturing into pharmaceutical bulk and Intermediates business.

During the year, the revenue from operations increased from Rs. 2364.77/ - Lacs to Rs. 6423.10/-Lacs, recorded a growth of 171.64% in comparison to the revenue from previous financial year. Profit after Tax (PAT) recorded increase of 1039.20% from Rs. 78.47 Lacs to 892.53 Lacs due to commencement of Bulk drug business by the company.

The Astal Laboratories Limited (formerly Macro International Limited) have done considerable progress in the company in terms of Business, Investments, Net worth and market capitalization. The company''s focuses totally on to production of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.

Highlights of Company''s performance is covered in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

3. DIVIDEND:

The Board of Directors not recommend any Dividend for the F.Y 2024-25 and decides use the surplus in the P&L account for increased working capital needs.

4. UNCLAIMED DIVIDEND

Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) provides that the dividend that has remained unclaimed or unpaid for a period of seven years is to be transferred to Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the IEPF.

In your company there is no outstanding dividend. During the year under review and the Company has not transferred any amount to the IEPF account as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

5. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to general reserves.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the line or nature of business that the Company is operating in during the year under review.

7. INFORMATION ABOUT SUBSIDIARY/ ASSOCIATE COMPANY:

During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies.

8. DEPOSITS:

Company has not accepted any deposits from the public, during the year under review.

9. INDIAN ACCOUNTING STANDARDS:

The annexed financial statements for the Financial Year 2024-25 and corresponding figures for 2023-24 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.

10. MATERIAL CHANGES AND COMMITMENTS:

As on the date of this report, there are no material changes and commitments affecting the financial position of the company have occurred.

11. ANNUAL RETURN

Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on website of the company and can be accessed at https:/ / astallabs.com/

12. DIRECTORS''_RESPONSIBILITYSTATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement it is confirmed 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. Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 2024-25 and of the profit of the company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. That internal financial control were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. SHARE CAPITAL:

During the year under review the Company has allotted through preferential allotment basis

37,29,930 warrants convertible in equal number of equity shares upon exercise the option to conversion within eighteen months.

The Company has only one class of Equity Share having a par value of Rs. 10/-each holder of share is entitled to one vote per share with same rights.

During the Year 2024-25, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

14. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

15. AUDITORS:a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), were appointed as Statutory Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of 29^th Annual General Meeting of the Company held on 30^thSeptember, 2022 until the conclusion of the 34th Annual General Meeting to be held for the financial year 2026-27.

The Report given by M/s. Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), Statutory Auditors on the financial statement of the Company for the year 2024-2025 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report.

The Report of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31^st

March, 2025 are self-explanatory and therefore do not call for any further comments.

b. SECRETARIAL AUDITORS

The Board has appointed M/s Mahendra Prakash Khandelwal & Co., Practicing Company Secretaries, Jaipur as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 20242025. The Report of the Secretarial Auditor is annexed to the Report as per "Annexure I".

EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Secretarial Audit Report.

Further, pursuant to recent amendments in the Regulation 24A of SEBI LODR Regulations, the Company is required to appoint a Secretarial Auditor for a term of five consecutive years.

The Company has received consent from M/s Mahendra Khandelwal & Co., a peer Reviewed Company Secretary firm to act as the Secretarial Auditor of the Company from the FY 2025-26 to 2029-30, along with the certificate confirming his eligibility.

The Board of Directors on the recommendation of the Audit Committee Meeting held on May 19, 2025, subject to the approval of the members, appointed M/s Mahendra Khandelwal & Co., Company Secretaries as the Secretarial Auditor of the Company for a period of five years from FY 2025-26 to FY 2029-30.

Accordingly, the board recommends to the members appointment of M/s Mahendra Khandelwal & Co., as the Secretarial Auditors of

the Company for a term of five consecutive years. A resolution seeking approval of appointment of secretarial auditor forms part of the Notice convening the ensuing Annual General Meeting.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

17. CORPORATE_INSOLVENCY

RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

18. DIRECTORS /KEY MANAGERIAL PERSONNEL:a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2025 consisted of 7 directors out of which 4 are independent directors.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

a. Composition of Board of Director as on 31^stMarch 2025 and changes during the year

The Board of the Company as on March 31, 2025 consists of 7 directors out of which 4 are independent directors, one is Whole Time Director and two are non-Executive directors.

b. Re-Appointment of Directors Retiring by Rotation:

The Independent Directors and Whole-Time Director hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mrs. Ravikanti Shailaja (DIN: 07629653) is liable to retire by rotation and being eligible, offer his candidature for reappointment as Director.

Changes in Composition of the Board of Directors During the year under review

Mr. Birendrakumar Sahoo (DIN: 06737993) was appointed as Non-Executive Independent Director of the company w.e.f. 24/05/2024.

Dr. Julius Paul Reinhard Paschke (DIN: 10819043) was appointed as Non-Executive Independent Director of the company w.e.f. 21/12/2024.

c. Changes in Composition of the Board of Directors after the end of Financial Year: NIL

Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other than Board of Directors): NIL

19. COMMITTEE DETAILS Audit Committee

The Audit Committee comprises of Independent Directors namely Shri Radhakishore Pandrangi (DIN: 06664969) (Independent Director and Chairman), Smt. Hemachakrapani

Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (Non-Executive NonIndependent Director) as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Radhakishore Pandrangi (Independent Director) (Chairman), Smt. Hemachakrapani Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (NonExecutive Non Independent Director) as other Member.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee comprises of Shri Radhakishore Pandrangi (Independent Director) (Chairman) Smt. Ravikanti Shailaja (Non-Executive NonIndependent Director) and Smt. Hemachakrapani Bangaraiahgari (Independent Director) as other Member.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. Mr. Sudheer Karna Kankanala (Chairman) and Mrs. Ravikanti Shailaja and Mr. Birendrakumar Sahoo as members of the Committee.

20. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance.

misrepresentation of any Financial Statements and Reports.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy:

The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.

b. Technology Absorption:

The particulars regarding Technology absorption are: NIL

c. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2025	As on 31.03.2024
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure / outgo in foreign exchange (Travelling)	25.54	Nil

22. MEETINGS

During the financial year 2024-25, following meetings were convened:

? Board Meetings

S. No.	Date of Board Meeting	Board''s Strength		No. of Directors Present
1.	24/05/2024	5		5
2.	06/07/2024	6		6
3.	27/07/2024	6		6
4.	12/11/2024	6		6
5.	27/11/2024	6		6
6.	27/01/2025	7		6
? Audit Committee Meetings
S. No.	Date of Meeting	Strength of Members			No. of Members Present
1.	24/05/2024	3			3
2.	27/07/2024	3			3
3.	12/11/2024	3			3
4.	27/01/2025	3			3
? Nomination & Remuneration Committee Meetings
S. No.	Date of Meeting		Strength of Member s		No. of member s present
1.	17/05/2024		3		3
2.	22/06/2024		3		3
3.	05/11/2024		3		3
? Independent Director''s Meeting
S. No.	Date of Meeting		Strength of Member s		No. of member s present
1.	27/01/2025		4		3

? Stakeholder Relationship''s Committee Meeting
S. No.	Date of Meeting			Strength of Member s			No. of member s present
1.	24/05/2024			3			3
2.	06/07/2024			3			3
3	01/02/2025			3			3
4.	12/03/2025			3			3
? Members Meeting
S. No.	Type of Meeting		Date of Meetin ^g		Total No. of Membe rs Entitle to Attend			Num ber of Mem bers Atten ded
1.	Annual General Meeting		05-08 2024		1415			29
? Postal Ballot
S. No.	Type of Meetin ^g	Record date				Total No. of Members Entitle to Vote
1.	Postal Ballot	15-11-2024				1875

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.

24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE_(PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.

During the year under review,

(a) Number of complaints of sexual harassment received: NIL

(b) Number of complaints disposed: NA

26. MATERNITY BENEFIT

During the period under review, The Company has complied with the provisions relating to the Maternity Benefit Act, 1961

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has established a vigil mechanism for grievances redressal of director and employees of the company which will help in reporting genuine concerns or grievances of directors and employees.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the Company''s website at https:/ /astallabs.com/ .

During the year under review the Company was not falling under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility were not applicable on the Company.

29. PARTICULARS_OF_LOANS,

GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions, if any, pursuant to the SEBI LODR Regulations, were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2024-25 are detailed in the Notes to Accounts of the Financial Statements. The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under the proviso thereto have been disclosed in Form No. AOC -2, as Annexure -II.

31. MANAGERIAL REMUNERATION:

The statement containing particulars in terms of Sectionv197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure III to the Board''s Report.

32. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT

AND_REMUNERATION)_OF

MANAGERIAL PERSON, RULE, 2014 OF THE COMPANIES ACT, 2013:

None of the employee is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. The company has not employed any employee for any post that has paid remuneration in excess of Rs. 1,02,00,000/- per annum or in excess of Rs. 8,50,000/- per month.

33. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy is attached as Annexure IV and is also available on the Company''s website at https://astallabs.com/ .

34. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALS STATEMENTS:

The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

36. 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:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

37. OTHER DISCLOSURES AND STATUTORY INFORMATION:a. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be

reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows

? Code for Disclosure of Unpublished Price Sensitive Information

? Code of Conduct for Insider Trading

? Policy on Related Party Transactions

? Code of Conduct for Directors and Senior Management Personnel

? Whistle Blower Policy

38. HUMAN RESOURCES MANAGEMENT

We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

39. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

Mar 31, 2024

Your Directors have pleasure in presenting the 31^st Annual Report of your Company along with the Audited Financial Statement for the year ended March 31, 2024.

1. SUMMARY OF FINANCIAL RESULTS:

Following is the analysis of the standalone financial statements of the Company during the year under review:

Particulars	For the financial year ended 31^st March, 2024 (Rs.)	For the financial year ended 31^st March, 2023 (Rs.)
Revenue from Operation including other income	2366.11	360.68
Expenses excluding Depreciation	2254.50	356.68
Depreciation and Amortization	2.95	0.79
Profit (Loss) Before Tax	108.66	3.21
Extraordinary items	0.00	0.00
Current Tax	29.37	0.96
Deferred Tax Adjustment	0.82	0.60
Profit (loss) After Tax	78.47	1.64
Net fixed assets	69.00	0.56
Share capital	984.56	398.96
Reserve & Surplus Profit/(Loss)	1349.60	118.71

The financial year 2023-24 was a year of satisfactory performance by the Company and the FIRST YEAR in venturing into pharmaceutical bulk and Intermediates business.

During the year, the revenue from operations increased from Rs. 342.81/- Lacs to Rs. 2364.77/- Lacs, recorded a growth of 589.82 % in comparison to the revenue from previous financial year. Profit after Tax (PAT) recorded increase of 4670.76% from Rs. 1.64 Lacs to 78.47 Lacs due to commencement of Bulk drug business by the company.

As you are aware the management of the company had changed with new promoters in financial year 2022 -23 by takeover of the company through open offer. From the date of Open offer till date the new management and Board of Astal Laboratories Limited (formerly Macro International Limited) have done considerable progress in the company in terms of Business, Investments, Net worth and market capitalization. The company''s focuses totally on to production of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.

As you are aware that the projected size of the Indian API market stands at over US$ 13.5 billion in 2024, with an expected growth of over US$ 20 billion by 2029. This represents a compound annual growth rate of 8.3% over the forecast 5-year period. The increasing prevalence of infectious diseases, genetic disorders, and chronic conditions are envisaged as a primary catalyst to drive market expansion.

Now this has underscored the importance of intensifying efforts towards the development of advanced pharmaceuticals necessitating a significant volume of APIs. Additional growth drivers seen are the expanding elderly demographic and the increased domestic manufacture of generic drugs.

3. DIVIDEND:

The Board of Directors not recommend any Dividend for the F.Y 2023-24 and decides use the surplus in the P&L account for increased working capital needs.

4. UNCLAIMED DIVIDEND

5. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to general reserves.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the line or nature of business that the Company is operating in during the year under review. In financial year 2022-2023 the Company entered in the business of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.

7. INFORMATION_ABOUT

SUBSIDIARY/_ASSOCIATE

COMPANY:

During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies.

8. DEPOSITS:

Company has not accepted any deposits from the public, during the year under review.

9. INDIAN_ACCOUNTING

STANDARDS:

The annexed financial statements for the Financial Year 2023-24 and corresponding figures for 2022-23 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.

10. MATERIAL CHANGES AND COMMITMENTS:

As on the date of this report, there are no material changes and commitments affecting the financial position of the company have occurred.

11. ANNUAL RETURN

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility Statement it is confirmed that-

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

d. The annual accounts have been prepared on a going concern basis.

e. That internal financial control were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. SHARE CAPITAL:

The Authorised share Capital of the Company is Rs. 20,00,00,000.00/- Divided into 20,000,000 equity shares of Rs. 10 each and the Paid-up share capital of the company is Rs. 9,83,00,700.00/-divided into 98,30,070 Shares of Rs. 10 each. During the year under review, the Company has increased the Authorised share Capital of the Company from Rs. 50,000,000.00/- divided into

50.00. 000 equity shares of Rs. 10 each to Rs.

20.00. 00.000.00/- Divided into 20,000,000 equity shares of Rs. 10 each and the Company has issued 58,56,000 equity shares (9,50,000 Equity Shares of Face Value of Rs. 10/- (Rupee Ten only) each at a premium of Rs.18/- each and 4906000 (Forty-nine Lakh Six Thousand) Equity Shares of Face Value of Rs. 10/- each at premium of Rs.20/- each) to the non-promoters through preferential allotment basis.

The Company has only one class of Equity Share having a par value of Rs. 10/-each holder of share is entitled to one vote per share with same rights.

During the Year 2023-24, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

14. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

15. AUDITORS:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/ s Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), were appointed as Statutory Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of 29^th Annual General Meeting of the Company held on 30th September, 2022 until the conclusion of the 34th Annual General Meeting to be held for the financial year 2026-27.

The Report given by M/s. Sathuluri & Co., Chartered Accountants (Firm Registration No. 006383S), Statutory Auditors on the financial statement of the Company for the year 2023-2024 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report.

The Report of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2024 are self-explanatory and therefore do not call for any further comments.

b. SECRETARIAL AUDITORS

The Board has appointed M/s Mahendra Prakash Khandelwal & Co., Practicing Company Secretaries, Jaipur as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 20232024. The Report of the Secretarial Auditor is annexed to the Report as per "Annexure I".

EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Secretarial Audit Report.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

17. CORPORATE_INSOLVENCY

RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

18. DIRECTORS /KEY MANAGERIAL PERSONNEL:

a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2024 consisted of 5 directors out of which 2 are independent directors.

a. Composition of Board of Director as on 31st March 2024 and changes during the year

The Board of the Company as on March 31, 2024 consists of 5 directors out of which 2 are independent directors, one is Whole Time Director and two are non-Executive directors.

b. Re-Appointment of Directors Retiring by Rotation:

The Independent Directors and Whole-Time Director hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ NonIndependent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. MAGGIDI VENKATESH (DIN: 09414495) is liable to retire by rotation and being eligible, offer his candidature for reappointment as Director.

During the year under review

Mr. Birendrakumar Sahoo (DIN: 06737993) resigned from the designation of NonExecutive Independent Director of the company w.e.f. 19/06/2023.

Mr. MAGGIDI VENKATESH (DIN: 06737993) was appointed as Non-Executive Director of the company w.e.f. 10/06/2023.

Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) was appointed as Additional Non- Executive Director of the company w.e.f. 10/06/2023.

Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) resigned from the designation of Additional Non -Executive Director of the company w.e.f. 15/07/2023.

Mr. Radhakishore Pandrangi (DIN: 06664969) was appointed as Non-Executive Independent Director of the company w.e.f. 18/08/2023.

c. Changes in Composition of the Board of Directors after the end of Financial Year:

Mr. Birendrakumar Sahoo (DIN: 06737993) Appointed as Non-Executive Independent Director of the company w.e.f. 24/06/2024.

Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other than Board of Directors):

Mr. Mahendra Kumar was appointed as the Company Secretary & Compliance Officer of the company w.e.f. 19/04/2023.

Mr. Chintalapati Sesha Sai Nikhil was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 27/05/2023.

Mr. Kommera Harish resigned from the designation of Chief Executive Officer (CEO) of the Company w.e.f. 19/06/2023.

Mr. Chintalapati Sesha Sai Nikhil resigned from the designation of Chief Financial Officer (CFO) of the Company w.e.f. 19/06/2023.

Mr. Balayogiswara Rao Peddinti was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 15/07/2023.

19. COMMITTEE DETAILS

Audit Committee

The Audit Committee comprises of Independent Directors namely Shri Radhakishore Pandrangi (DIN: 06664969) (Independent Director and Chairman), Smt. Hemachakrapani

Bangaraiahgari (Independent Director) and Smt. Ravikanti Shailaja (Non-Executive NonIndependent Director) as other Members.

The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.

b. Technology Absorption:

The particulars regarding Technology absorption are: NIL

c. Foreign exchange earnings and Outgo:

Particulars	As on	As on
	31.03.2024	31.03.2023
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure / outgo in foreign exchange (Travelling)	Nil	Nil

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Smt. Ravikanti Shailaja (Chairman), Radhakishore Pandrangi (Independent Director) and Smt. Hemachakrapani Bangaraiahgari

(Independent Director) as other Member.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee comprises of Smt. Ravikanti Shailaja (Chairman), Shri Radhakishore Pandrangi (Independent Director) and Smt. Hemachakrapani Bangaraiahgari

(Independent Director) as other Member.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

20. VIGIL MECHANISM

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy:

22. MEETINGS

During the financial year 2023-24, following meetings were convened:

? Board Meetings

S.	Date of	Board''s	No. of
No.	Board	Strength	Directors
	Meeting		Present
1.	19/04/2023	4	4
2.	27/05/2023	4	4
3.	10/06/2023	4	4
4.	15/07/2023	4	4
5.	18/08/2023	4	4
6.	13/10/2023	5	5
7.	10/11/2023	5	5
8.	08/12/2024	5	5
9.	20/12/2023	5	5
10.	09/02/2023	5	5

S. No.	Date of Meeting	Strength of Member s	No. of Member s Present
1.	27/05/2023	3	3
2.	15/07/2023	3	3
3.	10/11/2023	3	3
4.	09/02/2024	3	3

? Members Meeting

? Nomination & Remuneration Committee Meetings

Type of Meeting

Date of Meeting

Total No. of Member s Entitle to

Attend

Num

ber of

Mem

bers

Atten

ded

Annual

General

Meeting

18-09

2023

1179

? Postal Ballot

S. No.	Date of Meeting	Strengt h of Membe rs	No. of member s present
1.	12/04/2023	3	3
2.	20/05/2023	3	3
3.	03/06/2023	3	3
4.	08/07/2023	2	2
5.	09/08/2023	2	2

Type of Meeting

Record

date

Total No. of Members Entitle to Vote

Postal

Ballot

22/12/2023

1196

? Independent Director''s Meeting

S.	Date of	Strength	No. of
No.	Meeting	of	member
		Member	s
		s	present
1.	09/02/2024	2	2

? Stakeholder Relationship''s Committee Meeting

No.

Date of Meeting

Strength

Members

No. of

membe

present

25/09/2023

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.

24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE_(PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has established a vigil mechanism for grievances redressal of director and employees of the company which will help in reporting genuine concerns or grievances of directors and employees.

27. CORPORATE_SOCIAL

RESPONSIBILITY (CSR):

As the Company does not fall under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under the proviso thereto have been disclosed in Form No. AOC -2, as Annexure -II.

30. MANAGERIAL REMUNERATION:

No Remuneration was paid to directors during the year under review.

31. INFORMATION PURSUANT TO RULE-5

OF THE COMPANIES (APPOINTMENT AND REMUNERATION) OF

MANAGERIAL PERSON, RULE, 2014 OF THE COMPANIES ACT, 2013:

32. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy is available on the Company''s website at https://miel.co.in.

33. RISK MANAGEMENT POLICY:

34. DETAILS IN RESPECT OFv

ADEQUACY OF INTERNALv

FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS: ?

35. 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:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

36. OTHER DISCLOSURES AND STATUTORY INFORMATION:

a. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows

Code for Disclosure of Unpublished Price Sensitive Information Code of Conduct for Insider Trading Policy on Related Party Transactions Code of Conduct for Directors and Senior Management Personnel Whistle Blower Policy

37. HUMAN RESOURCES MANAGEMENT

38. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

By order of the Board For ASTAL LABORATORIES LIMITED CIN: L74120UP1993PLC015605

Date: 06.07.2024 Place: Hyderabad

Sd/-

SUDHEER KARNA KANKANALA Whole Time Director DIN: 07591466

Sd/-

RAVIKANTI SHAILAJA Director DIN: 07629653

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the Twenty Second Annual Report along with Audited Financial Statement of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summarized financial position of the Company for the Financial Year ended 31st March, 2015 as compared to previous year is as under:

Amount (Rs. in Lacs)

PARTICULARS 2014-2015 2013-2014

Total Income 33.13 34.02

Profit / (Loss) before Interest and Depreciation 6.12 12.67

Less: Finance Cost -- --

Less: Depreciation 1.09 0.92

Profit/ (Loss) before Exceptional and 5.03 11.75 Extraordinary items and Tax

Less: Current Tax 1.90 2.65

Add: Deferred Tax 15.30 0.07

Profit after Tax 18.43 9.17

Add: Balance Brought Forward from the 90.73 81.56 Previous Year

Surplus/ (Deficit) carried to Balance Sheet 109.16 90.73

DIVIDEND

With a view to conserve resources for general corporate purposes and working capital requirements, your Director's considered it prudent not to recommend any Dividend for the year under review.

OPERATIONS

During the year under review Total Income of the Company marginally declined from Rs. 34.02 Lakhs to Rs. 33.13 Lakhs. Net Profit for the year stood at Rs. 18.43 Lacs as against Rs. 9.17 Lakhs in the Previous Year. Your Directors are making all efforts to improve performance of the Company.

DIRECTORS

* In accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt. Parwati Parasrampuria, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

* During the year under review Shri Shiv Saran Agarwal, resigned from the position of Independent Directorship with effect from 31st December, 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Independent Director of the Company.

* The Board has appointed Shri Gautam Lhila as an Independent Director to fill the vacancy caused by the resignation of Shri Shiv Saran Agarwal, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE COMPANY

The Company has no Subsidiary , Associate or Joint Venture Company during the year under review.

STATUTORY AUDITORS

It is proposed to appoint M/s. Chaudhary Pandiya & Co., Statutory Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

The observations of Auditors in their Report read with notes to the accounts are self- explanatory and do not call for any further clarification or explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s. Mahendra Khandelwal & Co., Practising Company Secretaries to conduct Secretarial Audit for the Financial year 2014-15. The Secretarial Audit

Report for the Financial Year ended 31st March, 2015 is annexed herewith as Annexure- A to this Report. As regards observation in Secretarial Audit Report with respect to filing of Form MGT 14 for registration of resolutions for approval of Annual Accounts and Quarterly Results, the same has been completed. Further, in view of the suspension of normal business operations , the Company could not afford to employ a whole time Company Secretary and Chief Financial Officer .However, if the operations and financial conditions improve in future, it will make necessary appointment of Company Secretary and Chief Financial Officer.

MEETINGS OF THE BOARD

The Board of Directors duly met 6 (Six) times respectively on 13th May, 2014, 26th May, 2014, 13th August, 2014,14th November, 2014, 31st December, 2014 and 14th February, 2015 during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of recommendations of the Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT-9 is annexed herewith as Annexure -B to this report.

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 from the end of the Financial year 2014-15 till the date of this Report. Further, there was no change in the nature of business of the Company.

No significant or material order has been passed by the Regulator or Courts or Tribunals during the Financial year.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial year with related parties were in the ordinary course of business and on arm's length basis. Such transactions form part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial Statements provided in this Annual Report.

RISK MANAGEMENT

As the Company did not pursue its main business activities during the year no Risk Management Policy was put in place by the Board.

DISCLOSURES

Audit Committee

The Audit Committee comprises of Independent Directors namely Shri Gautam Lhila (Chairman), Shri Manoj Kumar Poddar and Smt. Parwati Parasrampuria as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports.

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are enclosed herewith as Annexure-C.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As there are no commercial operations in the Company, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are not required to be furnished. In view of the above information as per sub-section (12) of Section 197 of the Companies Act, 2013, read with sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being furnished.

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

As the Company is not engaged in any manufacturing activity, the details relating to Conservation of Energy, Technology Absorption being inapplicable are not required to be given. There have been no earnings and expenditure in foreign currency during the year under review.

C. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Directors of the Company state in respect of the year ended 31 st March, 2015 that

a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period.

c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) they have prepared Annual Accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal controls are adequate and are operating effectively.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation of the co-operation received by the Company from the Company's Bankers and other Authorities. The Directors are also thankful to the Shareholders for abiding faith in the Company. Deep appreciation is also acknowledged for the support and hard work put in by the employees of the Company.

For and on behalf of the Board

Place: Kanpur (SUDHIR KUMAR PARASRAMPURIA) Date: 14.08.2015 Chairman & Managing Director DIN:00358982

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Twenty First Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summarized financial position of the Company for the financial year ended 31st March, 2014 as com pared to previous year is as under:

Amount (Rs. in Lacs)

2013-2014 2012-2013

Total Income 34.02 134.58

Profit before Depreciation & Financial Charges 12.67 16.94

Less: Depreciation 0.92 1.67

Less: Financial Charges - -

Profit before Exceptional and Extraordinary Items and Tax 11.75 15.27

Add: Extraordinary Items - 0.36

Profit before Tax 11.75 (15.63)

Less: Tax Expenses

Current Tax 2.65 38.40

Earlier Tax - 0.41

Add: Deferred Tax 0.07 0.24

Profit after Tax 9.17 (22.94)

Add: Balance brought forward from previous year 81.55 104.49

Surplus/(Deficit) carried to Balance Sheet 90.72 81.55

DIVIDEND

With a view to conserve resources for general corporate purposes and working capital requirements, your Directors considered it prudent not to recommend any dividend for the year under review.

OPERATIONS

During the year under review, the Total Income of the Company declined from Rs. 134.58 in the preceding to Rs. 34.02 Lacs in the current year. Net Profit stood at Rs. 9.17 Lacs in the current year as against Net Loss of Rs. 22.94 Lacs in the preceding year. Your Directors are making constant efforts to improve the performance of the Company.

AUDITORS

The term of the present Auditors of the Company, M/s Choudhary Pandiya & Co., Chartered Accountants, expires at the conclusion of the ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

The Auditors observations read with notes to the accounts are self explanatory and do not call for any further clarification or explanation.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company Smt. Parwati Parsrampuria Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

In compliance with the provisions of Section 149 of the Companies Act, 2013 your company is seeking appointment of Shri Manoj Kumar Poddar and Shri Shiv Saran Agrawal as Independent Directors of the Company.

The Board has re-appointed Shri Sudhir Kumar Parasrampuria as Managing Director of the Company for a further period of five years with effect from 7th January, 2014 and the matter is placed for approval of members at the ensuing Annual General Meeting.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given.

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

As the Company is not engaged in any manufacturing activity, the details relating Conservation of Energy, Technology Absorption being inapplicable are not required to be given. There have been no earnings and expenditure in foreign currency during the year under review.

C. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state in respect of the year ended 31st March, 2014 that:-

a) In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) They have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the Profit of the Company for that year.

c) They 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.

d) They have prepared Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate Section forming part of the Annual Report.

LISTING INFORMATION

The Equity Shares of the Company are presently listed at BSE Limited, Mumbai, U.P. Stock Exchange Limited, Kanpur and Delhi Stock Exchange Limited and the Annual Listing Fee is paid up to date.

COMPLIANCE CERTIFICATE

The Compliance certificate made by the practicing Company Secretary in terms of the provisions of Section 383A of the Company''s Act 1956, is attached herewith.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation of the co-operation received by the Company from the Company''s Bankers and other Authorities. The Directors are also thankful to the shareholders for abiding faith in the Company. Deep appreciation is also acknowledged for the support and hard work put in by the employees of the Company.

For and on behalf of the Board

Place : Kanpur (SUDHIR KUMAR PARASRAMPURIA) Dated: 13th August, 2014 Chairman & Managing Director DIN-00358982

Mar 31, 2013

To The Member,

The Directors hereby present the 20th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

During the year under review Company has done a profit of Rs. 1,563,729.11 before adjustment of tax expenses. Company has done loss of Rs. 22, 93,495.89 after deduction of tax. A debit balance of Rs. 22,93,495.89 is carried forward towards balance sheet The Board of Directors are positive towards future growth and hope that with effective planning & the continued co-operation of the agencies involved and support from the management and staff, the company would further improve its perfocmance.

DIVIDEND

Dividend is not recommended for the year ended 31-03-2013.

DIRECTORS

At present, the Board of Directors of the Company comprises of Directors, viz. Sudhir Kuamr Parasrampuria, Smt Parwati Parasrampuria, Shiv Saran Agarwal and Manoj Kumar Poddar. There was no change in the composition of the Board during the period under review. Shiv Saran Agarwal will retire by rotation at the ensuing Annual General Meeting and eligible offers himself for re-appointment. The board recommends for her re-appointment at the forthcoming Annual General Meeting of the Company.

CONSERVATION OF ENEGRY. TECHNOLOGY ABSORPTION and FOREIGN EARNING

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in report of Directors) Rules, 1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo is given in Annexure forming part of this report.

AUDITORS AND AUDITORS REPORT

M/s CHAUDHARY PANDIYA& CO., Chartered Accountant, KANPUR, the Auditors of the Company retires at this meeting and has offered themselves for re-appointment as auditors. They have furnished requisite certificate of their eligibility for re-appointment.

The remarks in the Auditors Report are self - explanatory and therefore, do not call for any further comments.

PERSONNEL

There is no employee in the company drawing any salary or remuneration which attracts provisions of section 217(2a) of the companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975.

LISTING OF SHARES- INFORMATION REGARDING STOCK EXCHANGE

The Company''s Equity Shares are listed at the Stock Exchange, Mumbai, and The Uttar Pradesh Stock Exchange Association Ltd, Kanpur. The Company has paid the listing fee up to the year ended 31-03-2013.

CORPORATE GOVERNENCE

A report on the Corporate Governance code is attached as a separate annexure to this report. Necessary certification in terms of clause 49 relating to corporate governance as per the listing Agreement with stock exchanges have been annexed and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under 217 of the Companies Act, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of financial year and of the loss of the company for that period.

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

iv. the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sense of appreciation of the hard work done by the staff of the company. In the last Directors acknowledge with gratitude the confidence, which the shareholders have reposed in them.

For And On Behalf Of the Board of Directors

Dated: 25/05/2013

Place: Kanpur (Sudhir Kumar Parasrampuria)

Chairman& Managing Director

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