Directors Report of Consecutive Commodities Ltd.

Mar 31, 2025

Your Directors present the 43rd Annual Report on the Business and Operations of the Company along with
the Audited Statement of Accounts for the Financial Year ended on 31st March, 2025.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31st March, 2025 and for the
previous financial year ended on 31st March, 2024 is given below:

Particulars

2024-25

2023-24

Revenue from Operations

2,260.09

0.00

Other Income

117.33

33.34

Total Revenue

2,377.42

33.34

Total Expenses

2,145.75

14.53

Profit / Loss before Tax Expenses

231.85

38.58

Total Tax expense

8.73

21.79

Profit / Loss After Tax for the Period

223.13

16.79

Other Comprehensive Income

0.00

0.00

Profit For the Period

223.13

16.79

Earnings Per Share (EPS)

Basic

0.14

0.21

Diluted

0.14

0.21

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 2,377.42 Lakhs compared to the total revenue of Rs.
33.34 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial
Year 2024-25 of Rs. 231.85 Lakhs as compared to Profit before tax of Rs. 38.58 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 223.13 Lakhs as against Net
Profit after tax of Rs. 16.79 Lakhs of previous Financial Year. The Directors are continuously looking
for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25 there was no changes in nature of Business of the Company.

4. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

Increase in the Authorized Share Capital of the Company from Rs 10,00,00,000/- (Rupees Ten Crore
only), divided into 1,00,00,000 (One Crore) Equity Shares of Rs 10/- (Rupees ten only) Each to Rs
16,50,00,000/- (Rupees Sixteen Crore Fifty Lakhs only), divided into 1,65,00,000 (One Crore Sixty Five
Lakhs) Equity Shares of t 10/- (Rupees Ten only) each, by creation of Additional 65,00,000 (Sixty Fifty
Lakhs) Equity Shares of face value of Rs 10/- (Rupees Ten Only) each.

The Authorized Share Capital of the Company as on March 31, 2025 is Rs 16,50,00,000/- (Rupees
Sixteen Crore Fifty Lakhs only), divided into 1,65,00,000 (One Crore Sixty Five Lakhs) Equity Shares
of t 10/- (Rupees Ten only) each, and Issued, Subscribed and Paid-up Equity Share Capital of the
Company is Rs. 16,01,50,000/- divided into 16,01,50,00 Equity shares of Rs. 10/-.

During the year under review:

• On 16th October, 2024, the Company has Sub-division of 1 (One) Equity share of face value of ^10/-
(Rupees Ten only) each fully paid up to 10 (Ten) Equity shares of the face value of ^ 1 (Rupee One
only) each fully paid-up.

• On 9th December, 2024, the Company had allotted 8,00,75,000 (Eight Crores Seventy Five
Thousand) fully paid-up Equity shares of face value of Rs. 1.00/- (Rupees Ten Only) per share, in
the ratio of 1:1 per share, aggregating to Rs. 8,00,75,000/- (Eight Crores Seventy Five Thousand)
for cash consideration, to the person(s)/ entity (ies) belonging to Non-Promoter category on a
preferential basis. Consequently, post-allotment of Equity shares, the Paid-up Equity Share Capital
of the Company increased from Rs. 10,00,00,00/- divided into 1,00,00,000 Equity shares having
face value of Rs. 10/- per share to Rs. 16,01,50,000/- divided into 16,01,50,00 Equity shares
having face value of Rs. 1/- per share.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund.

7. TRANSFER TO OTHER EQUITY:

The Profit of the Company for the Financial Year ending on 31st March, 2025 is transferred to profit
and loss account of the Company under Other Equity.

8. WEBLINK FOR ANNUAL REPORT:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company''s website
www.consecutiveinvestment.com

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND TILL DATE OF THE REPORT:

During the year under review:

• On 16th October, 2024, the Company has Sub-division of 1 (One) Equity share of face value of ^10/-
(Rupees Ten only) each fully paid up to 10 (Ten) Equity shares of the face value of ^ 1 (Rupee One
only) each fully paid-up.

• On 9th December, 2024, the Company had allotted 8,00,75,000 (Eight Crores Seventy Five
Thousand) fully paid-up Equity shares of face value of Rs. 1.00/- (Rupees Ten Only) per share, in
the ratio of 1:1 per share, aggregating to Rs. 8,00,75,000/- (Eight Crores Seventy Five Thousand)
for cash consideration, to the person(s)/ entity (ies) belonging to Non-Promoter category on a
preferential basis. Consequently, post-allotment of Equity shares, the Paid-up Equity Share Capital
of the Company increased from Rs. 10,00,00,00/- divided into 1,00,00,000 Equity shares having
face value of Rs. 10/- per share to Rs. 16,01,50,000/- divided into 16,01,50,00 Equity shares
having face value of Rs. 1/- per share.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would
impact the going concern status of the Company and its future operation.

11. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between
two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart
from the Board Matters.

During the year under the review, the Board of Directors met 15 (Fifteen) times viz 2 nd May 2024, 30th
May 2024, 12th August 2024, 14th August 2024, 29th August 2024, 6th September 2024, 16th October

2024, 21st October 2024, 9th December 2024, 17th December 2024, 20th January 2025, 23th January

2025, 19th February 2025, 13th March 2025 and 18th March 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2025 the applicable
accounting standards have been followed and there are no material departure from the same,

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of financial year and of the profit of the Company
for the financial year ended on 31st March, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively and

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate
Social Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor''s Report:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Ms. Monika Shekhawat, Proprietor of M/s. Shekhawat & Associates, Company
Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for
the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - III in
Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report.

Further, Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the
Company.

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

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in the financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company has not entered in any Related Party Transactions.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions (“material RPTs”) require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line
with Regulation 23 of the Listing Regulations, which is available on the website of the Company.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit
Committee undertakes quarterly review of related party transactions entered into by the Company
with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act,
the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in
nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The
transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit
Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company also
test the effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that these
systems provide reasonable assurance that our internal financial controls are designed effectively and
are operating as intended.

During the year, no reportable material weakness was observed.

18. RESERVES & SURPLUS:

Sr. No.

Particulars

Amount

1.

Balance at the beginning of the year

215.19

2.

Retained Earnings

-

3.

Current Year''s Profit / (Loss)

223.13

4.

Amount utilised for Bonus

(300.75)

Total

137.57

19. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND JOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

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

The details of conservation of energy, technology absorption etc. as required to be given under section
134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given
as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Foreign exchange earnings and outgo

F.Y. 2024-25

F.Y. 2023-24

a.

Foreign exchange earnings

Nil

Nil

b.

CIF value of imports

Nil

Nil

c.

Expenditure in foreign currency

Nil

Nil

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent
Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/
Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors
and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between the
Board and the Management, and the openness of the Management in sharing strategic information to
enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by the
Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board functioning
such as composition of the Board & committees, experience & competencies, performance of specific
duties & obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
the Directors individually as well as evaluation of the working of the Board by way of individual
feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign
the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The
objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.
The policy provides for anti-bribery and avoidance of other corruption practices by the employees of
the Company.

24. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company
has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024¬

25.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No

Name

Designation

DIN /PAN

1.

Mr. Vijay Kumar Jain3

Managing Director

01376813

2.

Mrs. Smita Murarka5

Non-Executive Director

07448865

3.

Mr. Subodh Kumar Jain4

Independent Director

02564952

4.

Mr. Himanshu Shah11

Managing Director

07804362

5.

Mrs. Preeti6

Independent Director

09662113

6.

Mrs. Deepa Garg7

Independent Director

10740685

7.

Mrs. Kanta Bokaria13

Independent Director

09278050

8.

Mr. Vimal Koli10

Executive Director Cum Chief Financial Officer

10364390

9.

Mr. Jitendrakumar Leuva12

Managing Director

10865406

10.

Mrs. Promila Sharma14

Independent Director

09735554

11.

Mr. Ashish Chauhan8 and 9

Executive Director Cum Chief Financial Officer

10867087

12.

Mrs. Shaifali Nehriya1

Company Secretary

ARAPN5578R

13.

Mr. Vijay Vasisth2

Chief Financial Officer

AJDPV0291J

1. Ms. Shaifali Nehriya has been Appointment as Compliance Officer of the company w.e.f. 30th May 2024

2. Mr. Vijay Vasisth has been resigned from post of Chief Financial Officer of the company w.e.f. 12 th August 2024.

3. Mr. Vijay Kumar Jain has been resigned from the post of Managing Director of the company w.e.f. 12 th August 2024.

4. Mr. Subodh Kumar Jain has been resigned from the post of Non-Executive and Independent Director of the company w.e.f. 12 th August 2024.

5. Mrs. Smita Murarka has been resigned from the post Non-Executive and Non- Independent Director of the company w.e.f. 12 th August 2024.

6. Mrs. Preeti has been appointed as Non-Executive and Independent Director of the company w.e.f. 12 th August 2024.

7. Mrs. Deepa Garg has been appointed as Additional Non-Executive and Independent Director of the company w.e.f. 29th August 2024.

8. Mr. Ashish Ashvinkumar Chauhan has been appointed as Chief Financial Officer cum Additional Executive Director of the company w.e.f.

17th December 2024.

9. Mr. Ashish Ashvinkumar Chauhan has been resigned from the post of Chief Financial Officer cum Additional Executive Director of the
company w.e.f. 20th January 2025.

10. Mr. Vimal Koli has been appointed as Chief Financial Officer cum Additional Executive Director of the company w.e.f. 20 th January 2025.

11. Mr. Himanshu Shah has been resigned from the post of Managing Director of the company w.e.f. 19th February 2025.

12. Mr. Jitendrakumar Chimanlal Leuva has been appointed as Managing Director of the company w.e.f. 19th February 2025.

13. Ms. Kanta Bokaria has been resigned from the post of Non- Executive and Independent Director of the company w.e.f. 13th March 2025.

14. Ms. Promila Sharma has been appointed as Non - Executive and Independent Director of the company w.e.f.13th March 2025.

27. DECLARATION BY INDEPENDENT DIRECTORS:

Mrs. Preeti, Mrs. Deepa Garg and Mrs. Promila Sharma Independent Directors of the Company have
confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6)
of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed
that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b)
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.

28. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is not exceeding Rs. 10.00 Crores and Turnover is less than Rs.
25.00 Crores during the period under review, therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate
governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate
Governance does not form part of this Board''s Report, for the period under review.

29. DEPOSITS:

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any
deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or
payment of interest during the financial year.

30. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its committees,
experience and expertise, performance of specific duties and obligations etc. were carried out. The
Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non- Executive
Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the Expansion plans were
too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

31. STATUTORY AUDITOR:

M/s. S K Bhavsar & Co., Chartered Accountants, Ahmedabad, were appointed as the Statutory Auditors
of the Company. The Auditor''s report for the Financial Year ended 31st March, 2025 has been issued
with an unmodified opinion, by the Statutory Auditor.

32. SECRETARIAL AUDITOR:

The Board appointed M/s. Shekhawat & Associates, Company Secretaries, Ahmedabad to conduct
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year
ended 31st March, 2025 is annexed herewith marked as
Annexure - 1 to this Report. Following
observations have been made by the Secretarial Auditor in their Report and against each Observations
Company has provided their explanation:

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the Company''s current working and future outlook as per
Annexure - 2.

34. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, 9 (Nine) meetings of members of the Audit committee as tabulated
below, was held on 30th May 2024, 12th August 2024, 29th August, 2024, 6th September 2024, 21st
October 2024, 23rd January 2025, 19th February 2025, 13th March 2025 and 18th March 2025.

The attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee
Meetings entitled

No. of the Committee
Meetings attended

Mrs. Kanta Bokaria1

Chairperson

8

8

Mr. Subodh Kumar Jain2

Member

2

2

Mr. Vijay Kumar Jain3

Member

2

2

Mr. Himanshu Shah4

Member

7

7

Mrs. Deepa Garg5

Chairperson

6

6

Mrs. Promila Sharma6

Member

1

1

Mr. Jitendrakumar Leuva7

Member

2

2

1. Ms. Kanta Bokaria has been resigned from the post of Chairperson of the Audit Committee w.e.f. 13th March 2025

2. Mr. Subodh Kumar Jain has been resigned from the post of Member of Audit Committee w.e.f. 12th August 2025

3. Mr. Vijay Kumar Jain has been resigned from the post of Member of Audit Committee w.e.f. 13th March 2025

4. Mr. Himanshu Shah has been resigned from the post of Member of Audit committee w.e.f. 19 th February 2025.

5. Mrs. Deepa Garg has been appointed as Member of Audit Committee w.e.f. 29th August 2024

6. Mrs. Promila Sharma has been appointed as Chairperson of Audit Committee w.e.f. 13 th March 2025

7. Mr. Jitendrakumar Chimanlal Leuva has been appointed as Member of Audit Committee w.e.f. 19th February 2025.

B. Composition of Nomination and Remuneration Committee:

During the year under review, 8 (Eight) meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 2nd May 2024, 12th August 2024, 29th
August 2024, 6th September 2024, 17th December 2024, 20th January 2025, 19th February 2025 and
13th March 2025.

The attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee
Meeting entitled

No. of Committee
Meeting attended

Mrs. Kanta Bokaria1

Chairperson

8

8

Mr. Subodh Kumar Jain2

Member

2

2

Mrs. Smita Murarka3

Member

2

2

Mrs. Promila Sharma4

Member

N.A.

N.A.

Mrs. Preeti5

Member

6

6

Mrs. Deepa Garg6

Chairperson

5

5

1. Mrs. Kanta Bokaria has been resigned from the post of Chairperson of Nomination and Remuneration Committee w.e.f. 13th March 2024.

2. Mr. Subodh Kumar Jain has been resigned from the post of member of Nomination and Remuneration Committee w.e.f. 12 th August 2024.

3. Mrs. Smita Murarka has been resigned from the post of member of Nomination and Remuneration Committee w.e.f. 12 th August 2024.

4. Mrs. Promila Sharma has been appointed as Member of Nomination and Remuneration Committee w.e.f. 13th March 2025.

5. Mrs. Preeti has been appointed as member of Nomination and Remuneration Committee w.e.f. 12 th August 2024.

6. Mrs. Deepa Garg has been appointed as Chairperson of Nomination and Remuneration Committee w.e.f. 29th August 2024.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as
tabulated below, was held on 12th August 2024 and 19th February 2025.

The attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee
Meeting entitled

No. of Committee
Meeting attended

Mrs. Kanta Bokaria1

Chairperson

N.A.

N.A.

Mr. Subodh Kumar Jain2

Member

1

1

Mrs. Smita Murarka3

Member

1

1

Mrs. Preeti4

Member

1

1

Mrs. Deepa Garg5

Chairperson

1

1

Mrs. Promila Sharma6

Member

N.A

N.A

1. Mrs. Kanta Bokaria has been resigned from the post of Chairperson of Stakeholders'' Relationship Committee w.e.f. 13th March 2024.

2. Mr. Subodh Kumar Jain has been resigned from the post of member of Stakeholders'' Relationship Committee w.e.f. 12 th August 2024.

3. Mrs. Smita Murarka has been resigned from the post of member Stakeholders'' Relationship Committee w.e.f. 12th August 2024

4. Mrs. Preeti has been appointed as Member of Stakeholders'' Relationship Committee w.e.f. 12th August 2024.

5. Mrs. Deepa Garg has been appointed as Chairperson of Stakeholders'' Relationship Committee w.e.f. 29th August 2024.

6. Mrs. Promila Sharma has been appointed as Member of Stakeholders'' Relationship Committee w.e.f. 13th March 2025

D. Composition of Risk Management Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as
tabulated below, was held on 12th August 2024 and 19th February 2025. The attendance records of the
members of the Committee are as follows:

Name

Status

No. of the Committee
Meeting entitled

No. of Committee
Meeting attended

Mrs. Kanta Bokaria1

Chairperson

1

1

Mrs. Smita Murarka7

Member

1

1

Mr. Subodh Kumar Jain2

Member

1

1

Mr. Vijay Kumar Jain3

Member

1

1

Mrs. Deepa Garg5

Chairperson

1

1

Mrs. Promila Sharma6

Member

N.A.

N.A.

Mrs. Preeti4

Member

1

1

1. Mrs. Kanta Bokaria has been resigned from the post of Chairperson of Risk Management Committee w.e.f. 13th March 2024.

2. Mr. Subodh Kumar Jain has been resigned from the post of member of Risk Management Committee w.e.f. 12th August 2024.

3. Mr. Vijay Kumar Jain has been resigned from the post of Member of Risk Management Committee w.e.f. 13th March 2025

4. Mrs. Preeti has been appointed as Member of Risk Management Committee w.e.f. 12 th August 2024.

5. Mrs. Deepa Garg has been appointed as Chairperson of Risk Management Committee w.e.f. 29th August 2024.

6. Mrs. Promila Sharma has been appointed as Member of Risk Management Committee w.e.f. 13th March 2025

7. Mrs. Smita Murarka has been resigned from the post of Member of Risk Management Committee w.e.f. 13th March 2024.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that 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 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review

37. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed
maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the
Company.

38. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e., National Securities Depository Limited and
Central Depository Services (India) Limited and the Demat activation number allotted to the Company is
ISIN: INE187R01029. Presently shares are held in electronic and physical mode.

39. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year.

40. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on
a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at
www.consecutiveinvestment.com

41. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is
not applicable to the Company.

42. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)
(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write
up and explanation about the performance of the Company.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward
for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

23 Ganesh Chandra Avenue 3rd Consecutive Investments & Trading Company Limited

Floor, Kolkata, West Bengal, India,

700001

Corporate Office:

B-307 Synergy Tower, Opp
Commerce House, Nr Vodaphone
Corporate Road, Jivraj Park,

Ahmedabad, Ahmadabad City,

Gujarat, India, 380051

Sd/- Sd/-

Vimal Koli Jitendrakumar Leuva

Place: Ahmedabad Director Managing Director

Date: 8th September, 2025 DIN: 10364390 DIN: 10865406


Mar 31, 2024

Your Directors have pleasure in presenting their 42nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY.

Your Board is pleased to present the highlights of the Standalone & Consolidated financial statement of your company for the financial year 2023-24 and 2022-23 as under:

STANDALONE

Particulars

(Rupees in Lakhs)

2023-2024

2022-2023

Profit Before Tax

38.58

13.24

Provision For Tax

21.79

3.32

Amount Transferred to Reserves

16.79

9.92

Transfer to contingent provisions against standard assets

0.00

0.00

Share of Profit of Associates

-

-

Profit & Loss for the year

16.79

9.92

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR / STATE OF COMPANY''S AFFAIR

The profit of the company (PAT) for the year under review is Rs 16.79 (Lakhs) as against profit of Rs 9.92 (Lakhs) in the previous year.

3. CHANGE IN THE NATURE OF BUSINESS

Your Directors are please to inform you that there was no change in the nature of business of our Company during the Financial Year under review.

4. DIVIDEND

Your Directors decided and declare to plough back the profits for the year under review into the growth opportunities which shall create value for the shareholders and therefore does not recommend any dividend for the year under review.

5. RESERVES

Your company has not transferred any amount to the reserves of the company.

6. CHANGE OF NAMEYour company''s name is CONSECUTIVE INVESTMENTS & TRADING COMPANY LIMITED

and there is no change in its name during the year under review.

7. SHARE CAPITAL

During the year under review, your Company has allotted New Shares through Preferential Shares

50.00. 000 amounting to ^ 100,00,000 divided into 50,00,000 Equity Shares of face value of ^ 10 each.

During the year under review, your Company has increased authorized share capital of the company upto Rs. 10,00,00,000

The Authorized Share Capital of the Company is Rs. 10,00,00,000/- comprising of 1,00,00,000 equity share of Rs.10/- each and the issued, subscribed and paid-up Share Capital of the Company is Rs.

8.00. 75.000/- comprising of 80,07,500 equity share of Rs.10/- each fully paid up as at 31st March, 2024.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr Himanshu Shah Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review Mr. Himanshu Shah appointed as Managing Director of the company and Mr. Avanish Chauhan appointed as Chief Financial Officer of the Company as on 01.02.2024.

During the year company secretary Nabin Kumar Samanta resigned as on 15.01.2024.

Due to change in control of the company Vijay Kumar Jain (Managing Director), Vijay Vasisth (CFO), Subodh Kumar Jain (Non-Executive Independent Director), Mrs. Smita Murarka (Non-Executive Non Independent Director) resigned from the company as on 12.08.2024.

Due to change in control of the company Mrs Preeti appointed as Non Executive Independent Director of the company as on 12.08.2024 and Mrs. Deepa Garg appointed as Non Executive Independent Director of the company as on 29.082024.

Due to change in control of the company Ms. Shafali Nehariya appointed as Company Secretary cum compliance officer of the company as on 30.05.2024.

9. DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from all the Independent Directors of the company, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013.

10. PARTICULARS OF EMPLOYEES

Your Directors ensures that none of the employees of your company is in receipt of salary and / or remuneration in excess of the threshold limit, pursuant to the provisions of Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. MEETING

a) Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2023-2024 Nine (9) Board Meetings were held, the dates of the meeting being 29/05/2023, 14/08/2023,09/10/2023, 07/11/2023, 16/12/2023, 15/01/2024, 08/02/2024, 28/02/2024 and 04/03/2024. The intervening gap between any two meetings held during the year was not more than one hundred and twenty days.

b) Audit Committee Meeting

A calendar of Audit Committee Meetings is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2022-23 four (4) meeting of the Committee was held, the date of the meetings was 29/05/2023, 14/08/2023, 07/11/2023 and 08/02/2024.

c) Nomination & Remuneration Committee.

A calendar of Nomination and Remuneration Committee Meeting is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2023 -24 five (4) meeting of the Committee was held, the date of the meeting was 29/05/2023, 09/10/2023, 15/01/2024 and 31/03/2024.

d) Shareholders Grievance Committee Meeting.

A calendar of Shareholders Grievance Committee Meeting is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2023 - 24 four (4) meeting of the Committee was held, the date of the meeting were 21/04/2023, 21/07/2023., 21/10/2023 and 21/01/2024

e) Risk Management Committee Meeting.

A calendar of Risk Management Committee Meeting is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2023-2024 one (1) meeting of the Committee was held, the date of the meeting were 31/03/2024

12. COMPOSITION OF BOARD OF DIRECTORS AND COMMITEES.• BOARD OF DIRECTORS

The Board of the company is headed by Mr. Vijay Kumar Jain of the company, an eminent person of high credentials and of considerable professional experience who actively contributed in the deliberation of the Board. As on close of business hours of March 31, 2024 the Board comprised of four directors as mentioned below:

Sl. No

Name

DIN

Category

Designation

1.

VIJAY KUMAR JAIN

01376813

Executive

Managing Director

2.

SMITA MURARKA

07448865

Non-Executive

Director

3.

KANTA BOKARIA

09278050

Non-Executive

Independent Director

4.

SUBODH KUMAR JAIN

02564952

Non-Executive

Independent Director

5.

HIMANSHU SHAH

07804362

Executive

Managing Director

• AUDIT COMMITTEE

The chairman of the Audit Committee of the Company constituted under Section 177 of the Companies Act, 2013 by the Board is headed by the Mrs. Kanta Bokaria, (DIN: 09278050) Independent Director of the company. She is an eminent lady of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024 the Board of Audit Committee comprised of four directors as mentioned below.

SL.NO

NAME

DIN

DESIGNATION

1.

VIJAY KUMAR JAIN

01376813

Managing Director

2.

SUBODH KUMAR JAIN

02564952

Independent Director

3.

KANTA BOKARIA

09278050

Independent Director

• NOMINATION & REMUNERATION COMMITTEE

The chairman of the Nomination and Remuneration Committee of the Company constituted under Section 178 of the Companies Act, 2013 by the Board is headed by Mrs. Kanta Bokaria (DIN: 09278050) Independent Director of the company. She is an eminent lady of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024, the Board of Nomination and Remuneration Committee comprised of three directors as mentioned below.

Sl. No.

Name

DIN

Designation

1.

SMITA MURARKA

07448865

Non-Executive Director

2.

SUBODH KUMAR JAIN

02564952

Independent Director

3.

KANTA BOKARIA

09278050

Independent Director

• SHAREHOLDERS GRIEVANCE COMMITTEE

This committee was headed by Mrs. Kanta Bokaria (09278050), Independent Director of the company. She is an eminent person of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024 the Board of Shareholders Grievance Committee comprised of three directors as mentioned below.

Sl. No

Name

DIN

Designation

1.

SMITA MURARKA

07448865

Non-Executive Director

2.

SUBODH KUMAR JAIN

02564952

Independent Director

3.

KANTA BOKARIA

09278050

Independent Director

• RISK MANAGEMENT COMMITTEE

The chairman of the risk Management Committee of the Company is headed by Mrs. Kanta Bokaria (DIN: 09278050) Independent Director of the company. She is an eminent lady of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024, the Board of Risk Management Committee comprised of four directors as mentioned below.

Sl. No.

Name

DIN

Designation

1.

VIJAY KUMAR JAIN

01376813

Managing Director

2.

SMITA MURARKA

07448865

Non-Executive Director

3.

SUBODH KUMAR JAIN

02564952

Independent Director

4.

KANTA BOKARIA

09278050

Independent Director

13. DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES

Pursuant to the provisions of section 129 of the Companies Act, 2013 and the rules framed there under, if any, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures as forming part of this report. Your Director is please to inform you that as on the close of the 31st March, 2023 your company has no subsidiary/joint venture/associate company.

14. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your directors are pleased to inform you that the company has adopted a vigil mechanism which comprises whistle blower policy for directors, employees, and vendors of the company. This policy provides a formal mechanism for Directors employees and vendors to approach the chairman of Audit committee to report concerns about unethical, actual or suspected fraud or violation of company code of conduct and thereby ensuring that activities of the company are conducted in a fair and transparent manner. The policy is also available at the company website.

15. STATUTORY AUDITORS AND THEIR REPORT

M/s B M Chatrath & Co LLP, Chartered Accountants, (FRN: 301011E/E300025) was appointed as an Statutory Auditors of the Company at the 39th Annual General meeting of the Company for a term of five years to hold office till the conclusion of 44th Annual general meeting.

The company has received certificate from the Auditors to the effect that the appointment is in accordance with the limit specified under section 139(9) of the Companies Act, 2013.

M/s B M Chatrath & Co LLP, Chartered Accountants, (FRN: 301011E/E300025) resigned from statutory auditor of the company as on 13.08.2024 due to pre occupation in other assignment. To fill casual vacancy the board of directors appointed M/s SK Bhavsar & Co., Chartered Accountant as on 29.08.2024.

16. SECRETARIAL AUDIT REPORT

Your Directors has appointed Ms. Dharti Patel, a Practicing Company Secretary, as Secretarial Auditor pursuant to the provisions of section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014, to undertake the secretarial audit of the company for the financial year 2023-24. The Secretarial Audit Report in form MR 3 is given as Annexure III forming part of this report.

The Secretarial Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. Notes to Accounts and Auditors remark in their report are self -explanatory and do not call for further comments.

17. INTERNAL AUDIT & CONTROL

The company has appointed M/S KISHAN PATEL & ASSOCIATES, Chartered Accountants Firm Registeration Number 151358W as on 22/05/2024 as its Internal Auditor of the company.

18. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND ADEQUECY.

The Board of Directors of the company is responsible for ensuring the IFC have been laid down in the company and that such control is adequate and operating effectively. Your directors ensure final IFC framework has been laid down in your company and it is commensurate with the size scale and complex of its operation.

19. EXTRACTS OF ANNUAL RETURN.

In accordance with the companies Act, 2013, the annual Return in the prescribed format is available on the website of the company at www.consecutiveinvestments.com .

20. MATERIAL CHANGES & COMMITMENTS

Your Director ensures that no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that affecting the financial position of the company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status of the company and its future business and operations.

22. DEPOSITS

Your Company has not accepted any Deposits from public within the meaning section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

23. DISCLOSURE OF SEXSUAL HARASSMENT OF WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at work place a new act “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified with effect from 9th December, 2013. As per section 4 read with section 6 of the act applies to companies having 10 employees or more and such companies shall be required to constitute internal complaint committee.

Your Directors are pleased to inform you that as the number of employees in your company is below the threshold limit, hence, it is not required to constitute such committee.

Your directors are also pleased to inform you that there is no such case has been reported during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION.

Your directors are also pleased to inform you that your company has not made any investment through more than two layers of investment companies during the year under review

25. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has formed a Risk Management Committee for identification, evaluation and mitigation of External and Internal Material Risk. The Committee shall establish a framework for the Company''s risk management process and to ensure its implementation. The

Committee shall periodically review the risk management process and practices of the Company and establish procedure to mitigate risks on a continuing basis.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

The particulars of every contract or arrangements entered into by the Company with related parties including certain arm''s length transactions thereto shall be disclosed in AOC 2. The details are annexed herewith and marked as Annexure V

27. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company has also implemented several best corporate governance practices as prevalent globally. The Company Corporate governance ensuring transparency, accountability, integrating in all its relations with all the stakeholders (i.e. Investors, Suppliers, Shareholders, Customers, Government) with a view to increase the value of all of them.

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

Pursuant to the provisions of section 134 of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy

NIL

Technology absorption

NIL

Foreign exchange earnings and

NIL

Outgoing

29. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms 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. They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

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

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.

Pursuant to the provisions of the Investor Education Protection Fund (IEPF) and the rules framed there under, your directors ensure that there was no unpaid/unclaimed dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

32. LISTING ON STOCK EXCHANGES.

The Equity Shares of the Company are listed in Bombay stock Exchange Ltd. (BSE) & Calcutta Stock Exchange Limited (CSE) and necessary Listing Fees paid upto date.

33. ACKNOWLEDGEMENT

Your Board would like to record its appreciation for the co - operation and support received from its employees, shareholders and all other stakeholders.

Your Board wishes to place on record its deep appreciation of the Independent Directors and NonExecutive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom which help your company to take the right decision in achieving its goals.


Mar 31, 2015

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company along with the Audited Financial Accounts for the Financial Year ended 31st March 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS OR PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-2014

Profit before Interest and Depreciation (476928.86) 46700,00

Less: Depreciation & Amortization 1417.00 141.00

Less: Finance Charge 20331.00 205.00

Profil Before Tax (498676.86) 46354.00 Provision for Tax - 8833.00

Tax Expense (100.00) (8833.00)

Profit After Tax (498776.86) 46354.00

Amount Transferred to Reserves - -

Transfer to contingent provisions - - against Standard Assets

Balance as per last Balance Sheet 8902895.02 8856541.02

Less: Adjustment in relation to Depreciation 191.00 -

Balance carried to Balance Sheet 8403927.16 8902895.02

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING AND STATE OF AFFAIRS DURING

THE YEAR.

The profits of the company have decreased. The profit/loss before tax of the Company have suffered is Rs 4.99 lacs during the period under review.

3, OPERATIONS.

There were no such heavy operations carried out by the Company during the year under review.

4. CHANGEIN THE NATURE OF BUSINESS. IF ANY

Your Directors are please to inform you that there were no change in the nature of business of your Company during the Financial Year under review.

5. DIVIDEND

As there is no profit earned by your Company during the year, therefore your Directors has not recommended any dividend for the Financial Year under review.

6. CHANGE OF NAME

Company has not changed its name during the year under review.

7. SHARE CAPITAL

a. Your Directors ensures that during the year under review your Company has:

i) Issued and allotted 2,15,00,000 equity shares of Rs 10 per share on preferential basis.

b. Your Director further ensures that during the year under review company has not:

i) Bought back any of its securities;

ii) Not issued any Sweat Equity Shares;

iii) Not issued any Bonus Shares; and

iv) Not provided any Stock option Scheme to the employees.

8. DIRECTORS AND KEY MAMGERIAL PERSONNEL

- Resignations:

Mr. Prasun Das ceased to be Non - Executive Director of your company vide his resignation letter. The reason for his resignation was their professional engagement elsewhere due to which they are unable to devote their time for the company. The Board of Director of your company appreciates the services rendered by them.

- Appointments:

The Board of Directors of the Company in its Board Meeting which concluded on the 10th of February, 2015 appointed Mr Rajendra Kumar Jain as the Additional Director (Independent category) of the company pursuant to Section 149 of the Companies Act 2013., read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 20104 to held the office till the conclusion of the 33rd Annual General Meeting which will held on 28th September 2015, subject to ratification by the members. The Additional Director ( Independent category) has the option to retire from the office at any time during the term of appointment.

- The Board of Directors of the Company in its Board Meeting which concluded on the 28th March, 2015 appointed Ms. Rinku Adhikary as the Women Additional Director (Independent category) of the company pursuant to Section 149 of the Companies Act 2013, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to held the office till the conclusion of the 33 rd Annual General Meeting which will held on 28th September 2015, subject to ratification by the members. The Additional

The Board of the Company is headed by the Mr. Yijay Kumar Jain, Managing Director of the company, and eminent persons of high credent and eminent persons of high credentials who actively-contributed in the deliberation of the Board. As on close of business hours of March 31, 2015 the Board comprised of four directors as mentioned below:

SI. No Name DIN No Designation

1 Vijay Kumar Jain 01376813 Managing Director

2. Sushil Kumar Sharma 03223799 Non-Executive Director

3. Rajendra Kumar Jain 07045731 Independent Director

4. Rinku Adhikary 07140015 Independent Director

AUDIT COMMITTEE

The Audit Committee of the Company constituted pursuant to Section 177 of the Companies Act, 2013 by the Board is headed by the Mr. Rajendra Kumar Jain, Independent Director of the company, and eminent persons of high credentials and of considerable professional experience. As on close of business hours of March 31, 2015 the Board of Audit Committee comprised of three directors as mentioned below

SI. No Name DIN No Designation

1. Rajendra Kumar Jain 07045731 Independent Director, Chairman

2. Rinku Adhikary 07140015 Independent Director ,Member

3. Sushil Kumar Sharma 03223799 Non-Executive Director, Member

13. AUDITORS

The Auditors, M/s R.Jain & Associates, Chartered Accountants (FRN 009988C), have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30th of September, 2014 who are going to be ratified at the ensuing Annual General Meeting and they have shown their willingness to be continue office as Statutory Auditor at the ensuing Annual General Meeting held on 28th September 2015.

14. AUDITORS1 REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- cyplnatory and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

Your Director appointed M/s Anurag Fatehpuria, (CP No. 12855), a practicing Company Secretary, as Secretarial Auditor pursuant to section 204 of the companies act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014, to undertake the secretarial audit of the company for the financial year 2014 - 15. The Secretarial Audit Report in form MR 3 is given as Annexure I forming part of this report.

16. EXTRACT OF ANNUAL RETURN

Your company, pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, has given in Annexure II an extract of Annual Return as forming part of this report.

Director(Independent category) has the option to retire from the office at any time during the term appointment.

- Appointment of Key Managerial Personnel:

Your Directors of the Company in its meeting proposed the appointment of Mr Vijay Kumar Jain as the Managi Director of the Company for five consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as I Company Secretary of the Company pursuant to Section 203 of the Companies Act, 2013. The members in the 32nd Annual General Meeting ratified the appointment of Mr. Vijay Kumar Jain as the Managing Director oft Company for five consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as the CS. The K Managerial Personnel has the option to retire from office at any time during the term of their appointment.

- Retire by Rotation

Mr Sushil Kumar Sharma, who retire by rotation at the ensuing annual general meeting pursuant to section 152 of t Companies Act, 2013 and being eligible offer himself for re-appointment. Your Director recommends his i appointment.

9. DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from all the Independent Directors of the Company, pursuant to section 149(7 of the Companies Act, 2013 stating that they meet the criteria of Independence as laid down under Section 149(6) of tin Companies Act, 2013.

10. PARTICULARS OF EMPLOYEES

Your Directors ensures that none of the employees of your company is in receipt of salary and/or remuneration in excess of the threshold limit, pursuant to Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. MEETINGS

- BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2014-15 thirteen (13) Board Meetings were held, the dates of meeting being 28 April,2014; 21May,2014; 28May,2014 2june, 201-4; 30June, 2014; 14July, 2014; 8Ausgust, 2014; 12August, 2014; 14August,2014; 5December,2014; 22December, 2014; 10February,2015; and 28March, 2015. The intervening gap between the any two meetings held during the year was not more than one hundred and twenty days.

- AUDIT COMMITTEE MEETING

A calendar of Audit Committee Meetings is prepared and circulated in advance to the Members of the Committee During the Financial Year 2014 - 15 Four (4) meeting of the Committee was held, the date of the meeting was 16 Apr 2014; 18 July, 2014; 21 October, 2014; 17 January, 2015 and 26 March, 2015.

12. COMPOSITION OF BOARD OF DD3ECTORS AND COMMITEES

S . .MATERIAL CHANGES AND COMMITMENTS

Your Director ensures that no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that affecting the financial position of the company.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status of the company and its future business and operations.

19. DEPOSITS

Your Company has not accepted any Deposits from public within the meaning section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

20. DISCLOSURE OF SEXUAL HARESSMENT OF WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified with effect from 9th December, 2013. As per section 4 read with section 6 of the said act companies having 10 employees or more shall be required to constitute Internal complaint committee. Your Directors are pleased to inform that as the number of employees in your company is below the threshold limit, hence, it is not required to constitute such committee.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION

Pursuant to Section 186(11) of the Companies Act, 2013 read with Rule 11 of the Companies (Meeting and Power of the | Board) Rules, 2014, except sub section 1, your directors are pleased to inform you that your company has not made any investment through more than two layers of investment companies.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 188 of the companies Act, 2013, the particulars of every contract or arrangements entered into by the Company with related parties including certain arm's length transactions thereto shall be disclosed. Your Directors ensures that related parties transaction entered into by the company during the year under review is enclosed in the Auditor's Report.

23. CORPORATE GOVERNANCE

Pursuant to SEB1 circular No. CIR/CFD/POLICY CELL/7/2014 issued as on September 15, 2014 the clause 49 of the listing agreement is made voluntary on certain classes of companies and consequently the application of clause 49 was

voluntary on your company.

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

Pursuant to section 134 of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy NIL

Technology absorption NIL

Foreign exchange earnings and Outgoing NIL

25. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invest attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peon attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation a job enlargement.

26. RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This frame seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. Trask framework defines the risk management approach across the enterprise at various levels. To strengthen the ri management framework, company has formed segment level risk committees to identify, analyze and mitigate I potential risks.

27. CORPORATE SOCIAL INITIATIVES

Since the average net profit of the Company as required to be computed under Section 135 of the Company Act, 2013 and rules made thereunder of the Act is below Rs. 5 Cores, the Company has not establish Corporate Social Responsibility Committee.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concern details of which have been given in the Corporate Governance Report. The Whistle Blower Policy as approv by the Board is uploaded on the Company's website.

29. DIRECTORS, RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

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

b. They had selected such accounting policies and applied them consistently and made judgments a estimates that are reasonable and prudent so as to give a true and fair view of the state of affair;: cf i company at the end of the financial year and of the profit and loss of the company for that period;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of this Act for safeguarding the assets of the company and for prevent and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had devised proper systems to ensure compliance with the provisions of all applicable laws a that such systems were adequate and operating effectively.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Persuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. As Your Company has not declared and paid any Dividend hence nil amount is lying unpaid or unclaimed for a period of seven years since 2008. Accordingly, your company is not required to transfer any amount to Investor Education and Protection Fun (IEPF).

31 ACKNOWLEPGEMENTS

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

For and on behalf of the Board of Directors

CONSECUTIVE INVESTMENTS

TBADINOiJOMPANY LIMITES

Director

Vijay Kumar Jain

Managing Director

DIN 01376813


Mar 31, 2014

Dear members

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

2. FINANCIAL RESULTS

2013-2014 2012-2013 Rs. Rs.

Profit / (loss) before Taxation 46354 47855

Provision for Tax 8833 9120

MAT Tax Credit -8833 -9120

Profit / (loss) after Taxation 46354 47855

Balance of Profit / (loss) brought forward 8856541 8808686

Balance carried to Balance Sheet 8902895 8856541

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In order to conserve the resource, the Directors do not propose any dividend for the year under review.

5. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits

6. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(l)(e) of the Companies Act. 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectivety are not applicable to the Company. There were no foreign exchange eamings or outgo during the year.

7. DIRECTORS

There was no change In the Directors of the Company during the year.

8. AUDITORS

The provisions of Companies Act, 2013 (Act) and the applicable Rules provides that an Audit firm can be appointed as an Auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period or ten consecutive years

Messrs. A.C.Bhuteria & Co., Statutory Auditor of the Company, have completed two terms of five consecutive years as Auditors.

In compliance with the provisions of the Act. Messrs. A.C.Bhuteria & Co., cannot be appointed as Auditors respectively in the ensuing Annual General Meeting of the Company.

It is therefore proposed to appint Messers R Jain & Associates, Chartered Accountants as Statutory Auditors of the Company at the forthcoming Annual General Meeting, Messers R Jam & Associates ,Chartered Accounts hove given their consent for this appointment. As required under the provisions of Section 141(3)(g) of the Companies Act. 2013, the Company has obtained a written certificate from M/s R Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be In conformity with the limits specified in the said section.

9. AUDITORS'' REPORT

There is no qualification in the auditors'' report on the annual accounts for the financial year ended March 31, 2014.

10. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

11. 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:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flow of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities:

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis,

12. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date : 8th August, 2014 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor V Kolkata - 700 012 Directors


Mar 31, 2013

Dear Members,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

2. FINANCIAL RESULTS

2012-2013 2011-2012 Rs. Rs.

Profit / (loss) before Taxation 47,855 (134,258)

Provision for Tax 91,20.00 -

MAT Tax Credit 91,20.00 -

Profit / (loss) after Taxation 47,855 (134,258)

Balance of Profit / (loss) brought forward 8,808,686 8,942,944

Balance carried to Balance Sheet 8,856,541 8,808,686

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In order to conserve the resource, the Directors do not propose any dividend for the year under review.

5. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits

6. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(l)(e) of the Companies Act. 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectivety are not applicable to the Company. There were no foreign exchange eamings or outgo during the year.

7. DIRECTORS

There was no change In the Directors of the Company during the year.

8. AUDITORS

The provisions of Companies Act, 2013 (Act) and the applicable Rules provides that an Audit firm can be appointed as an Auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period or ten consecutive years

Messrs. A.C.Bhuteria & Co., Statutory Auditor of the Company, have completed two terms of five consecutive years as Auditors.

In compliance with the provisions of the Act. Messrs. A.C.Bhuteria & Co., cannot be appointed as Auditors respectively in the ensuing Annual General Meeting of the Company.

It is therefore proposed to appint Messers R Jain & Associates, Chartered Accountants as Statutory Auditors of the Company at the forthcoming Annual General Meeting, Messers R Jam & Associates ,Chartered Accounts hove given their consent for this appointment. As required under the provisions of Section 141(3)(g) of the Companies Act. 2013, the Company has obtained a written certificate from M/s R Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be In conformity with the limits specified in the said section.

9. AUDITORS'' REPORT

There is no qualification in the auditors'' report on the annual accounts for the financial year ended March 31, 2013.

10. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

11. 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:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flow of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities:

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis,

12. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date : 8th August, 2013 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor Kolkata - 700 012 Directors


Mar 31, 2012

Dear Members,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

2. FINANCIAL RESULTS

2011-2012 2010-2011 Rs. Rs.

Profit / (loss) before Taxation (134,258) 9,650,555

Provision for Tax 1,789,214

MAT Tax Credit 1,794,693

Profit / (loss) after Taxation (134,258) 9,656,035

Balance of Profit / (loss) brought forward 8,942,944 (713,091)

Balance carried to Balance Sheet 8,808,686 8,942,944

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In order to conserve the resource, the Directors do not propose any dividend for the year under review.

5. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits

6. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(l)(e) of the Companies Act. 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectivety are not applicable to the Company. There were no foreign exchange eamings or outgo during the year.

7. DIRECTORS

There was no change In the Directors of the Company during the year.

8. AUDITORS

The provisions of Companies Act, 2012 (Act) and the applicable Rules provides that an Audit firm can be appointed as an Auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period or ten consecutive years

Messrs. A.C.Bhuteria & Co., Statutory Auditor of the Company, have completed two terms of five consecutive years as Auditors.

In compliance with the provisions of the Act. Messrs. A.C.Bhuteria & Co., cannot be appointed as Auditors respectively in the ensuing Annual General Meeting of the Company.

It is therefore proposed to appint Messers R Jain & Associates, Chartered Accountants as Statutory Auditors of the Company at the forthcoming Annual General Meeting, Messers R Jam & Associates ,Chartered Accounts hove given their consent for this appointment. As required under the provisions of Section 141(3)(g) of the Companies Act. 2012, the Company has obtained a written certificate from M/s R Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be In conformity with the limits specified in the said section.

9. AUDITORS'' REPORT

There is no qualification in the auditors'' report on the annual accounts for the financial year ended March 31, 2014.

10. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

11. 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:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flow of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities:

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis,

12. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date : 8th August, 2012 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor Kolkata - 700 012 Directors


Mar 31, 2011

Dear Members,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March. 2011.

2 FINANCIAL RESULTS

2010-2011 2009-2010 Rs. Rs

Profit / (loss) before Taxation 9,650,555.00 35,460.00

Provision for Tax 1789214.00 5479.00

MAT Tax Credit (1,794,693.00)

Profit / (loss) after Taxation 9,656,035.00 29,981.00

Balance of Profit / (loss) brought (713,091.00) (743,072.00) forward

Balance carried to Balance Sheet 8,942,944.00 (713,091.00)

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In view of the lossess suffered by the Company the Directors do not propose any dividend for the year under review.

5. SUBSIDIARY COMPANIES

During the year, S T Textiles Ltd. ceased to be subsidiary of the Company.

6. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits.

7. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year.

8. DIRECTORS

Mr. Santosh Kumar Jain & Mr. Arun Kumar Khemka who were on he Board of Directors of the of the company have resigned during the year and the Board of Directors have placed on record their appreciation for the valuable servides rendered by them.

9. AUDITORS

Messers A. C. Bhuteria & Co., Chartered Accountants,Auditors of the Company retire at the ensuuing Annual General Meetting and being eligible, offer themselves for reappointment.

Members are requested to appoint Auditors for the current year and fix their remuneration.

10. AUDITORS' REPORT

There is no qualfication in the auditors' report on the annual accounts for the financial year ended March 31, 2011.

11. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

12 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:

(i) that in the preparation of the annual accoutns for the financial year ended 31st March, 2011 the applicable accounting standards had been followed and there are no material departures.

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

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March. 2011 on a going concern basis.

13. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date: 25th August, 2011 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor Kolkata - 700 012 Directors


Mar 31, 2010

DEAR MEMBERS,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March. 2010.

2 FINANCIAL RESULTS

2009-2010 2008-2009 Rs. Rs.

Profit / (loss) before Taxation 35,460.00 (52,377.00)

Provision for Tax 5479.00 -

Profit / (loss) after Taxation 29,981.00 (52,377.00)

Balance of Profit/(loss) brought forward (743,072.00) (690,695.00)

Balance carried to Balance Sheet (713,091.00) (743,072.00)

3 OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In view of the lossess suffered by the Company the Directors do not propose any dividend for the year under review.

5. SUBSIDIARY COMPANIES

A Statement under section 212 of the Companies Act, 1956 is annexed to this report.

6. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits.

7. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with Rules 2A&2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. There were no foreign exchange earnings or outgo during the year.

8. DIRECTORS

There has been no change in the Board since the last report was issued.

9. AUDITORS

Messers A. C. Bhuteria & Co., Chartered Accountants,Auditors of the Company retire at the ensuuing Annual General Meetting and being eligible, offer themselves for reappointment. Members are requested to appoint Auditors for the current year and fix their remuneration.

10. AUDITORS'' REPORT

There is no qualfication in the auditors'' report on the annual accounts for the financial year ended March 31, 2010.

STATEMENT PURSUANT TO SECTION 212 OF TH COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY

1. Name of the Subsidiary Company : S T Textiles Limited

2. Financial year of the Subsidiary : 31st March, Company ended on 2010

3. Extent of interest in Subsidiary Company : 67.72%

4. Net aggregate amount of the profits / (loss) of the Subsidiary Company so for as it concerns the members of the Company

(a) Dealt with in the Company''s accounts

(i) for the financial year of the Subsidiary : NIL

(ii) for the previous financial years of the : NIL subsidiary since it became the Subsidiary of the Company

(b) Not dealt with in the Company''s accounts

(i) for the financial year of the Subsidiary : Rs. 81569.00

(ii) for the previous financial years of the : Rs. 761048.00 subsidiary since it became the Subsidiary of the Company

For A. C. Bhuteria & Company For & on behalf of the Board Chartered Accountants



(Lalit Kumar Jain) Director Partner Camp : Kolkata Date: 31st August'' 2010

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