Directors Report of Continental Chemicals Ltd.

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for tho Financial Year ended March 31.2015.

Financial Results

The highlights of financial rosults are as undor:

2014-15 2013-14

Revenue Irom operations 8 other income 92,82,809 1.19.86.845

Operating Profit (EBIDTA) 27,64,199 12,73,882

Finance Cost 1,76,740 13,565

Gross profit (PHD) 25,87,459 12,60,317

Depreciation & amortization 10.53.337 10,41 026

Profit before tax

Tax Expense.

- Current Tax (net)

- MAT credit entitlement (2.92.327)

2,92,327 0 (47.603)

Delerred TaX 8,00,065 (5,67,908)

Previous year Taxes (4,840)

Profit After Tax 19.20,347 (3,96 116)

Dividend

The Company has not doclarnd any dividend lor the year ended March 31, 2015.

DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUNO

provmlon# of S-cllon 125(2) of the ComptinleB Acl, 2013 do nol apply as there war, no dividend daclnred and paid last year.

OPERATIONS

Dumiiii The year under roviow. fho ruvenuo from opuralion. declined lo 42,68,473 Rs, as against Rs. 67,07,000 In previous year Phi LUIUTA recordod lor the yoar increased during lire year to Rr,. 27.64,199 as ugalnsl Re. 12,73,882 of previous ynar. The not profit lr. Rr„ 19 29,347 an against loan ol Hit. 3,96.116 in previous yoar.

Company has Irunulerrod Rs. 19,29.347 to tho reserve account

Finance

1. Share Capital

The paid up equity f-hr.tro capital as on 31 March 2015 was Rs. 99,90,000.Thoro waft no public issue, rights issue, bonus issue or preferential issue nit during the yoar under review. the Company has not Issued shares with differential voting rights, sweat equity shares nor has It granted any slock options.

2. Fixed Deposit

The Company has nol accepted any deposit under section 73 ol the Companies Act. 2013.

3. Particulars of loan, guarantees and investments

Him Company has nol provided any loan, guarantee and ha snot made any Investment covered under the provisions of Section 186 of Ihe Companion Act, 2013.

director Mechanaism/ Whistle Blower Policy

Pursuant to Section 177(9) of Ihe Companies Ant 2013 and Clause 49 of the Listing Agreement, Ihe Company ban formulated a Whistle Blower Policy lo establish .1 vigil mechanism for directors and employee ol the Company fha Purpose and objective ol this policy Is to provide a framework to piomoto insponsible and secure whistle blowing. It piotocts the employees wishing to raise concern about serious Irregularities within the Company, Ihe detail of Whistle Blower Policy are explained In the Corporate Governance Report and also posted on the website of Ihe Company.

All elated parly transactions have been on arm length basis and detail ol the all the related party transaction hold during the year is provided in Annoxuro III.

Significant and Material Orders Passed by the Regulators or Courts

Thure were no significant and material orders passed by tho Rugulators/Courts which would impact the going concern status ot Ihe Company and Its future operations.

Directors and Key Manaaarlnl Personnel

1. Appointment

Mi Sunalna Chibba. Director liab le to retire by rotation at tho forthcoming Annual General Meeting and bo mg eligible, offer herself for reappointment.

During the year. Mr Pradeep Kumar Chopra and Mr. Akshat Bhaskur have been appointed as Independent Directors for term of 5 years Mr Naresh kumar Chibba has been leappointcd as Managing Director of the Company in last annual general meeting of the Company for the term ol .) years with elfect Irom 1 August 2015. Ms. fiurmina Chibba has been appointed as Women non executive Director of the Company in last annual general mooting of Iho Company

Mr. Urminder Singh has been appointed as Chief Financial Officer with offoct from 23/6/14.

Furthoi, Mi . Sourav Malhotra resigned as Company so crotary of the Company w.o f. 24/11/14 .Mr. Su|eet kumar ha s been appointed as company Secretary with effect from 11 /12/14 and resigned as Company secretary with effect Irom 4/3/2015. Mr. Pardoop Kumar has been appointed as company secretary with effect from 4/3/15.

2. Retire by Rotation

In accordance with piovision ot Companies Acl, 2013 and Articles of Association of the Company. Ms. Sunalna Chibba Director liable lo retire by rotation at the todheoming Annual General Mooting and being eligible, offers herself for reappointment.

3. Meetings

During the year 21 Board Meetings and 8 Audit Committee Mootings were convened and held. The details of which are given in the Corporate Governance Report. Tho intervening gap between the Meetings was within the penod prescribed under the Companies Act 2013.

4. Board Evaluation

Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of tho Listing Agreement, the Board has carried out an annual performance evaluation of Its own performance, the directors Individually as well as the evaluation of the working of its Audit, Nomination S Remuneration and Compliance Committees The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

5. Declaration by an Independent Dlrector(s)

All independent Directors ha ve given de clarations that they meet the criteria of independence as laid do wn under Section 149(6) ol the Companies Act. 2013.

6. Managerial Remuneration

Detail of particulars pursuant to section 197 (12) of Iho Companies Act. 2013 road with rules of the Companies (Appointment X Remuneration of Managerial Porsonnel) Rules. 2014, are annexed as Annexuro -VI.

7. Nomination and Remuneration Policy

Tn-j Board has, on recommendation uf the Nomination and Remuneration Committeo. fiamod a Policy for selection, appointment and remuneration of Dimeters and Key Managerial Personnel. Mure detail of tho oamu ns given In the Corporate Governance Rupoit.

Directors Responsibility Statement

To the-: best of thoir knowledge and boliol and according to tho information and explanations obtained by them, your Directors make tho following statements in terms of the Section 134(3)(c) ol the Companios Act 2013:

i) Thai in iho preparation ol Iho annual financial statements lor the yearondod March 31 2015, the applicable accounting standards havo boon followed along with proper explanation relating to material departures, if any;

il) That such accounting poll cies. as mentioned In the Financial Statements as 'Significant Accounting Policies'ha ve been selected and applied consistently and judgments and estimator, have been made that are reasonable and prudent so as to give a true and fair view ol the state of affairs of tho company as at March ;ii. 2015 and of Hie profit ol the Company foi the year ended on that dato;

(iii) That proper and sufficient cure has boon taken lor the maintenance ol ad equate accounting records in accordance with the provisions ol the Companies Ant, 2013 for safeguarding the assets of the Company and lor preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements havo boon prepared on a going concern basis;

iv) That proper internal financial controls wore In place and that tho financial conlrols woro odoquato and were operating offoctivoly;

(vi) Tliat proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Auditors

1 Statutory Auditor

Thn Auditors. M/s B K Kapur ft Company Chartered Accountants, have boon appointed as Statutory Auditors ol Iho Company for a period of 5 years at Ihu last annual general meeting held on 291'1 September 2014 subject to ratification ol their appointment by members al every annual general metaling. Thn shareholders al tho ensuing annual general meeting will consider ratification of Iho appointment of Statutory Auditors. As required under clause 41 ul Listing Agreement, the Auditors have confirmed that they hold a valid certificate Issued by Peer Review Board of the Institute of Chartered Accountants of Indio.

Thn Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks In their report are soil-explanatory and there Is only one remark in tho Auditors' Report regarding
Explanation to tho remark in Statutory Auditors' Report

i ho Directors submit their explanation to the remark made by the Statutory Auditors In their report lor the year 2014-15. The relevant remark and their reply aie as under.

1hn Company deposited chnques of PF payment within stipulated time but die bunker of PF organisation delayed clearing cheques Irorn Iho Companies Accounts.

2. Cost Audit

The services provided by Company are not covered under cost audit and therefore, pursuant to Section 148 ol Companies Act, 2013 wltf the Companion (Cost Records arid Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.

3 Secretarial Audit

Pursuant to the provisions ol Section 204 ol the Companies Act. 2013 and the Companies (Appointment and Remuneration ol Managerial Personnel) Rules, 2014, tho Company lias appointed M/n B. S. Goyal ft Co. a lirm of Company Secretaries in Practice, to undertake the Secretarial Audit ol the Company The Report ol tho Secretarial Audit is annexed herewith as Annexure- IV.

Explanation to tho qualification in Secretarial Auditors' Ropoii

The Diiectors submit their explanation to Ihe qualifications made by the Secretarial Auditors In their report lor the year 2014-15. Tho relevant Qualification and their reply are as under:

The Constitution ul Ihe Board was In line with tho clause 49 ol Ihe listing agreement and as per old Companies Act 1966. Alter enforcement of now Companies Act 2013 the board was reconstituted and interpretation ol tho section 152(6) has taken differently by the Board as per section 152(6)(a) Hie 2/3 Director of total Director should be liable to retire by rotation and further as per explanation In section 152(6) (e) total number of Director tor tho purpose ol Subsection (6) ol Section 152 shall not include independent directors. The Company In the Board meeting lie Id on 23.07.2015 has appointed Mr Dhiraj Kumar Choudhary as Non executive additional director to comply with Section 152(6).

4. Internal Audit A Controls

Mr Gaurav Kumar has been appointed as internal auditor of the Company at 23 06.2014. During the year. Ihe Company continued lo Implement his suggestion* and recommendations to improve the control environment. His scope of work includes review ol processes lor safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing Ihe internal control strengths in all areas.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Out do Conservation of Energy

(a) Energy conservation has been an important thrust area for the Company. The adoption of energy conservation measures has helped the Company in reduction of cost and reduced machine down-time

(b) Energy conservation is an ongoing process and new areas are continuously Identified and suitable investments are made, wherever necessary.

Various on-going measures for conservation ol energy include (I) use of energy efficient lighting and better use of natural lighting (li) reduction of energy loss, and (ili) replacement of outdated energy intensive equipment But Company has not made any big investment for this purpose since the Company suspended its Manufacturing Activities.

Technology absorption

(1) During ihe year 2014-15. required minor effort has been taken for technology absorption.

(2) No absorption of Imported technology has been taken place during year 2014-15.

(3) No expenses incurred for Research and Development during financial year 2014-15.

Foreign Exchange Earning and Outgo

Particulars with regard to foreign exchange earnings & outgo appear in point 22 of notes to account.

Foreign exchange earning is Rs. 42,62,258 and outgo is nil.

OBLIGATION OF COMPANY UN DER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

Not applicable'

as the Company has not any woman employee during the year under review. There has been no need to frame any Sexual Harassment Committee and Policy.

Extract of Annual Return

The details forming pari of the extract of the Annual Return In form MGT-9 Is annexed herewith as "Annexure - II",

Material changes and commitments, if any. affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

Mr. P.irdeep Kumar, Company Secretary of Company has resigned with effect from ;18,h May. 2015 and Ms. Pratima Agarwal has been appointed as Company Secretary with effect from 18 May. 2015.

Mr. Dhiraj Kumar Choudhary has been appointed as Additional Director of the Company with effect from 23ld July. 2015.

Corporate Governance

The Company has taken all required steps for good corporate governance in the Company. The detail of steps taken is given in report on Corporate Governance which is annexed herewith as "Annexure - V".

Statement Concerning Development And Implementation Of Risk Management Policy Of The Company

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

Details of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Personnel

Employee relations continued to be cordial throughout the year in the Company. Your Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

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

Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31" March 2015.

Particulars of Employees

The Provision of Rule () & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the empoyees in receipt of remuneiation in excess of Rs. 60 lacs per year to be disclosed in the Report of the Board of Directors are not applicable lo the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15.

Acknowledgement

Your Directors convey thoir sincere thanks to the various agencies of the Central Government. State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders anil investors, have placed in the Company Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and olficers of the Company.

Place: Noida Date 13.08.2015

For and on behalf of Board of Directors

Sd/- Sd/-

Naresh K Chibba Dhiraj Kumar Choudhary Managing Director Director

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report along with Audited Annual Accounts of the Company for the year ended March 31, 2014.

Financial Results

Particulars Year ended 31st Year ended 31st March, March, 2014 2013 (In Rupees) (In Rupees)

Income from Operations 1,19,88,845 78,63,200

Expenditure 1,07,28,527.59 72,02,325.76

Gross Profit/ (Loss) (Before 1,260,267.41 6,60,874.24 Depreciation)

Depreciation 10,41,026 10,58,295

Profit before Tax 2,19,291.41 (3,97,420.76)

Taxes (Including Deferred Taxes) (615,407) 548,411

Net Profit/ (Loss) After Taxes (396,115.59) 1,50,990.24



Performance Review

During the period under review the total income was Rs. 1,19,88,845 After providing for expenditure Rs. 1,07,28,527.59 & depreciation Rs. 10,41,026 and after the provision for deferred tax (5,67,904.00) and income tax Rs.(47,503) the Company has incurred net loss of Rs. (3,96,115.59).

Financial Year

The Company closed its Financial Year on March 31, 2014.

The Financial result for year ended 31st March 2014 have been reviewed by the Audit Committee and approved by board of Directors in their meetings held on June 10, 2014. The statutory Auditors of the company have also audited the financial results for the year ended March 31, 2014.

Dividend

No Dividend has been declared for the year ended March 31, 2014.

Future prospects

The Company has been working for the expansion of its Software Business throughout the world and has succeeded to spread its functions not only in India, but also in the many foreign countries. The Company keeps the influence and enthusiasm to survive successfully in the competitive Software Market and expanding its functions and flourishing with immense growth rate.

The Company has launched many new projects and also executing new contracts in different Countries like USA, UK, UAE, Australia and Malaysia and also looking for further deals for spreading out its business for Company''s progress in all aspects. With passionate team and innovative professionals company is moving towards rising path and aims to generate great revenues in the coming year.

The Company is going to diversify its business and will enter into other segments as mentioned in other objects of its Memorandum of Association in a manner which will make our business more profitable.

Fixed Deposits

The Company has not accepted any deposit under section 58 A of the Companies Act, 1956.

Industrial Relations

The employee-employer relations remained cordial throughout the year.

Directors

Mr. Pradeep Kumar Chopra, who has been a Non Executive Director of the Company from November 25, 2010 onwards and was designated as Independent Director and Chairman of the Company in the Board Meeting held on November 6, 2013, in compliance of Board Composition under clause 49 of the Listing Agreement.

Dr. Vishwanath, Director of the Company expired on February 11, 2014.Company recorded his sudden and untimely sad demise in the Board Meeting held on March 7, 2014 and also his invaluable contributions made as a Director of the company from the time of his appointment until his death.

Mr. Akshat Bhaskar was appointed as Additional Independent Director on place of Late Dr. Vishwanath in the Board Meeting held on March 7, 2014, who shall hold the office till the conclusion of forthcoming Annual General Meeting.

Directors'' Responsibility Statement

The directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

Listing on Stock Exchanges

The shares of the company are listed on UP Stock Exchange, Delhi Stock Exchange and Bombay Stock Exchange. However, the trading of shares on Bombay Stock Exchange is suspended and the revocation of suspension is in due process.

Secretarial Compliance

Secretarial Compliance certificate as per Section 383A of Companies Act 1956 is placed as annexure to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

Personnel

Your Directors also place on record their appreciation of the all round co-operation & contributions made by the employees at all levels. The statement of Employees u/s 217 (2A) of the Companies Act, 1956 is not annexed since none of the employees falls in this category.

Auditors

M/s Hari Bhushan & Associates, Chartered Accountants, Independent Auditors of the Company will retire at the forthcoming Annual General Meeting and have showed their unwillingness to be re-appointed. In accordance with the Companies Act 2013, it is proposed to appoint new Auditors M/s. B K Kapoor & Company from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held in year 2019, subject to the approval of shareholders.

Auditors Report

The observations made by the auditors in their report are explained in the respective notes to the accounts which are self-explanatory and do not call for further explanation.

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

Information as per section 217(1)(e) read with companies ( disclosure of particular in the Report of Board of Directors ) Rules ,1988 in not being given since the company has suspended its Manufacturing Activities.

Particulars relating to Technology absorption are Nil. Information relating to Foreign Exchange Earnings and Outgo during the year under review is provided in additional information.

Acknowledgement

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its bankers, Indian Overseas Bank, ICICI Bank and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

For and on behalf of Board of Directors

Place: Noida Date: 22.08.2014 Sd/- Sd/- Sd/- Naresh K Chibba Pradeep Chopra Akshat Bhaskar Managing Director Director Director

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report along with Audited Accounts of the Company for the year ended March 31, 2013.

1. FINANCIAL RESULTS

Particulars 31.3.2013 31.3.2012

i. Income from Operations 78,63,200 39,10,000

ii. Gross Profit/ (Loss) (3,97,421) 4,45,606

iii. Expenditure 72,02,326 28,88,661

iv. Depreciation 10,58,295 5,75,732

v. Net Profit/(Loss) 1,50,990 (1,71,570)

2. OPERATIONS

During the period under review the total income was Rs. 78,63,200/- After providing for expenditure Rs. 72,02,326/- & depreciation Rs. 10,58,295/- the Company has earned net profit of Rs. 1,50,990/- 3. FINANCIAL YEAR

The company has closed the financial year on 31st March 2013.

The Financial result for year ended 31st March 2013 have been reviewed by the Audit Committee and approved by board of Directors in their meeting held on 27th May 2013. The statutory Auditors of the company have also audited the financial results for the year ended 31st March 2013.

The result for the year ended 31st March 2013 have been prepared and accordingly the previous period / years figures have also been reclassified to confirm to the current period''s classification.

3. FUTURE PROSPECTS

The company has launched new projects & hopes that the company will generate greater revenues in the coming year.

4. FIXED DEPOSITS

The Company has not accepted any deposit under section 58 A of the Companies Act. 1956.

5. INDUSTRIAL RELATIONS

The employee-employer relations remained cordial throughout the year.

6. DIRECTORS

(a) In accordance with the article of association of the Company at the forthcoming Annual General Meeting of the company Dr. Vishwanath retires by rotation and being eligible offers himself for reappointment.

(b) Mr. Naresh K. Chibba , Dr. VIshwanath and Mr. Pradeep Chopra, directors of the company are members of the Audit committee of the Board of the company.

7. RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the companies Act 1956, your Directors confirm that in the preparation of the Annual accounts:- i) the applicable accounting standards have been followed along with proper explanation relating to material disclosures.

ii) such accounting policies have been selected and applied consistently and reasonable and prudent judgements and estimates made , so as to give a true and fair view of the state of affairs of the company at the end of Financial Year and the Profit/Loss of the Company for that period.

iii) Proper and sufficient care has been taken 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 frauds and other irregularities.

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

8. LISTING

The shares of the company are listed at Kanpur, New Delhi and Mumbai Stock Exchange. However as per resolution passed earlier, delisting from UP stock exchange and Delhi Stock exchange is under process and Shares from Bombay Stock Exchange are suspended and the revocation of suspension is in due process.

9. AUDITORS

M/s Hari Bhushan & Associates, Chartered Accountants, Auditors of the Company hold office until conclusion of the forthcoming annual General Meeting and are willing to be reappointed.

10. AUDITORS REPORT

The observations made by the auditors in their report are explained in the respective notes to the accounts which are self-explanatory and do not call for further explanation.

11. PERSONNEL

Your Directors also place on record their appreciation of the all round co-operation & contributions made by the employees at all levels. The statement of Employees u/s 217 (2A) of the Companies Act, 1956 is not annexed since none of the employees falls in this category.

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

Information as per section 217(1)(e) read with companies ( disclosure of particular in the Report of Board of Directors ) Rules ,1988 in not being given since the company has suspended its manufacturing activities.

Particulars relating to Technology absorption are nil. Information relating to foreign exchange earnings or outgo during the year under review is provided in additional information.

13. SECRETRIAL COMPLIANCE CERTIFICATE

A copy of the compliance certificate obtained from a company secretary in practice, as required under section 383 A of the Companies Act 1956, is attached with this report.

14. DIVIDEND

No Dividend has been declared for the year ended 31.03.2013.

15. ACKNOWLEDGEMENTS

Your directors also thank & acknowledge the co-operation, assistance and support extended by the Central Government, the State Government, the financial institutions, the Company''s Bankers, the Shareholders and Staff of the Company.

For and on behalf of Board of Directors

Sd/ Sd/

Dr. Vishwanath Naresh K Chibba

Director Managing Director

Place: Noida

Date : 27th May 2013

---

Aug 31, 2011

The Directors have pleasure in presenting the 26th Annual Report along with Audited Accounts of the Company for the year ended August 31, 2011.

1. FINANCIAL RESULTS

Particulars 31.8.2011 31.8.2010

i. Income from Operations 9475700 2361630

ii. Gross Profit/ (Loss) 1526140 (6442761)

iii. Financial Charges 92158 115468

iv. Depreciation (1127106) (1136648)

v. Net Profit/(Loss) 399034 (7579409)

2. OPERATIONS

During the period under review the total income was Rs9475700/- After providing for expenditure Rs.7949560 /- & depreciation Rs(1127106/-) the Company has incurred net profit of Rs.399034/-

3. FUTURE PROSPECTS

The company has during the year launched various new software products which have been well received in the overseas market. The company hopes to generate substantial business from most products launched in the coming year..

4. FIXED DEPOSITS

The Company has not accepted any deposit under section 58 A of the Companies Act. 1956.

5. INDUSTRIAL RELATIONS

The employee-employer relations remained cordial throughout the year.

6. DIRECTORS

(a) In accordance with the article of association of the Company at the forthcoming Annual General Meeting of the company Dr. Vishwanath retires by rotation and being eligible offers himself for reappointment.

(b) Mr. Naresh K. Chibba , Dr. VIshwanath and Mr. Pradeep Chopra directors of the company are member of the Audit committee of the Board of the company

7. RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the companies Act 1956, your Directors confirm that in the preparation of the Annual accounts:-

i)the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made , so as to give a true and fair view of the state of affairs of the company at the end of Financial Year and the Profit/Loss of the Company for that period.

iii) Proper and sufficient care has been taken 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 frauds and other irregularities.

iv) The annual accounts have been prepared as a going concern basis.

8. LISTING

The shares of the company are listed at Kanpur, New Delhi and Mumbai Stock Exchange. The Company has paid Listing fee to the stock exchanges till 2010-2011. However as per resolution passed at 19th AGM held on 25th February 2005 , delisting from UP stock exchange and Delhi Stock exchange is in under process and Share from Bombay Stock Exchange is suspended due to Demit process and the revocation of suspension is in due process.

9. AUDITORS

M/s Hari Bhushan & Associates, Chartered Accountants, Auditors of the Company hold office until conclusion of the forthcoming annual General Meeting and are willing to be reappointed.

10. AUDITORS REPORT

The observation made by the auditors in their report are explained in the respective notes to be accounts which are self-explanatory and do not call for further explanation.

11. PERSONNEL

Your Directors also place on record their appreciation of the all round co-operation & contributions made by the employees at all levels. The statement of Employees u/s 217 (2A) of the Companies Act, 1956 is not annexed since none of the employees falls in this category.

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

Information as per section 217(1)(e) read with companies ( disclosure of particular in the Report of Board of Directors ) Rules ,1988 in not being given since the company has suspended its manufacturing activities.

Particulars relating to Technology absorption are nil. Information relating to foreign exchange earnings or outgo during the year under review is provided in additional information.

13. SECRETRIAL COMPLIANCE CERTIFICATE

A copy of the compliance certificate obtained from a company secretary in practice, as required under section 383 A of the Companies Act 1956, is attached with this report.

14. ACKNOWLEDGEMENTS

Your directors also thank & acknowledge the co-operation, assistance and support extended by the Central Government, the State Government, the financial institutions, the Company's Bankers, the Shareholders and Staff of the Company.

For and on behalf of Board of Director

Sd/ Sd/

Dr. Vishwanath Naresh K Chibba

Director Managing Director

Place: Noida

Date : 13th January 2012

---

Aug 31, 2010

The Directors have pleasure in presenting the 25th Annual Report along with Audited Accounts of the Company for the year ended August 31, 2010.

1. FINANCIAL RESULTS

Particulars 31.8.2010 31.8.2009

i. Income from Operations 2361630 8431045

ii. Gross Profit/(Loss) (6442761) 873687

iii. Financial Charges 115468 72687

iv. Depreciation (1133648) (762987)

v. Net Profit/(Loss) (7579409) 110700

2. OPERATIONS

During the period under review the total income was Rs 2361630 /- After providing for expenditure Rs 8804391/- & depreciation Rs 1136648/- the Company has incurred net loss of Rs.7579409/-.

3. FUTURE PROSPECTS

During the year the company has further developed its market and has acquired more business from clients based in Australia, Singapore, Dubai and has also added more clients in UK also. The company hopes to do reasonably well in the coming year.

4. FIXED DEPOSITS

The Company has not accepted any deposit under section 58 A of the Companies Act. 1956.

5. INDUSTRIAL RELATIONS

The employee-employer relations remained cordial throughout the year.

6. DIRECTORS

(a) During the year Mr. Pradeep Chopra was appointed as Additional Director of the company.

(b) During the year Mr. Aditya Vikram Chibba and Sunaina Chibba had resigned from directorship of the company vide their letter dated 21.12.2010. The board also placed on record their appreciation of useful guidance received from them for the service rendered to the company.

(c) Mr. Naresh K. Chibba , Dr. Vlshwanath and Mr. Pradeep Chopra directors of the company are member of the Audit committee of the Board of the company

7. RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the companies Act 1956, your Directors confirm that in the preparation of the Annual accounts:-

i) the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) such accounting policies have been selected and applied consistently and reasonable and prudent judgements and estimates made , so as to give a true and fair view of the state of affairs of the company at the end of Financial Year and the Profit/Loss of the Company for that period.

iii) Proper and sufficient care has been taken 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 frauds and other irregularities.

iv) The annual accounts have been prepared as a going concern basis.

8. LISTING

The shares of the company are listed at Kanpur, New Delhi and Mumbai Stock Exchange. The Company has paid Listing fee to the stock exchanges till 2009-2010. However as per resolution passed at 19th AGM held on 25th February 2005 , delisting from UP stock exchange and Delhi Stock exchange is in under process and Share from Bombay Stock Exchange is suspended due to Demat process and the revocation of suspension is in due process.

9. AUDITORS

M/s Hari Bhushan & Associates, Chartered Accountants, Auditors of the Company hold office until conclusion of the forthcoming annual General Meeting and are willing to be reappointed.

10. AUDITORS REPORT

The observation made by the auditors in their report are explained in the respective notes to be accounts which are self-explanatory and do not call for further explanation.

11. PERSONNEL

Your Directors also place on record their appreciation of the all round co-operation & contributions made by the employees at all levels. The statement of Employees u/s 217 (2A) of the Companies Act, 1956 is not annexed since none of the employees falls in this category.

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

Information as per section 217(1)(e) read with companies ( disclosure of particular in the Report of Board of Directors ) Rules ,1988 in not being given since the company has suspended its manufacturing activities.

Particulars relating to Technology absorption are nil. Information relating to foreign exchange earnings or outgo during the year under review is provided in additional information.

13. SECRETRIAL COMPLIANCE CERTIFICATE

A copy of the compliance certificate obtained from a company secretary in practice, as required under section 383 A of the Companies Act 1956, is attached with this report.

14. ACKNOWLEDGEMENTS

Your directors also thank & acknowledge the co-operation, assistance and support extended by the Central Government, the State Government, the financial institutions, the Companys Bankers, the Shareholders and Staff of the Company.

For and on behalf of Board of Director

Sd/ Sd/ Dr. Vishwanath Naresh K Chibba Director Managing Director

Place: Noida Date : 15th January2011