Directors Report of Diligent Industries Ltd.

Mar 31, 2016

To The Members,

The Directors have pleasure in presenting herewith the 22^nd Annual Report on the business of Your Company together with the Audited Accounts for the financial year ended 31^st March, 2016.

Financial Results (In Rs.)

PARTICULARS	Financial Year 2015-16	Financial Year 2014-15
TOTAL INCOME	45,90,21,765	84,34,42,264
TOTAL EXPENDITURE	43,73,24,093	81,17,90,475
Profit/(Loss) before Depreciation & Financial Charges	2,16,97,672	3,16,51,789
Depreciation	44,94,279	45,29,825
Financial Charges	1,66,86,952	2,34,65,521
Profit/Loss Before Tax	5,16,441	36,56,443
Prior period items	-	-
Provision for tax	-	-
Deferred tax	2,28,083	49,83,987
NET PROFIT/(LOSS)	7,44,524	(13,27,543)

REVIEW OF OPERATIONS:

With a view to get hold, stabilize, compete increase the Company''s presence in the market initially the Company is concentrating on the trading. The move would certainly create good presence and name to the Company, which would enable the Company in future to generate good income. During the year under review, as the price volatility of trading was very high, the volume of trade restrained hence, the turnover has come down.

DIVIDEND;

In the absence of profits, the directors of your Company did not recommend any dividend for the Financial Year 2015-16.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the general reserve.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Mrs.Phani Anupama Vankineni, Director of the Company, retires at Annual General Meeting and being eligible, offer herself for re-appointment.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors

Pursuant to Section 203 of the Companies Act, 2013, during the year under review Mr. Kiran Kumar Vankineni appointed as Chief Financial Officer of the Company w.e.f 14.08.2015 and Mr. D.Sripathi appointed as Company Secretary & Compliance Officer of the Company w.e.f 28^th March, 2016.

INDEPENDENT DIRECTORS'' DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and the Listing Regulations.

AUDITORS

M/s. Ramasamy Koteswara Rao & co, Chartered Accountants, (Registration No. 010396S), Hyderabad, the Statutory Auditor of the Company expressed their inability to continue as statutory auditors. Pursuant to the provisions of Sections 139 and other applicable provisions, if any, of the Companies Act, 2013, M/s Nekkanti Srinivasu & Co, Chartered Accountants , (Firm Registration No.008801S) has been proposed as Statutory Auditors of the Company in the place of M/s Ramasamy Koteswara Rao & Co, Chartered Accountants who expressed their inability to continue as auditors, for a period of 5 years from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year 2020-21, subject to such appointment be ratified by the members of the Company at every Annual General Meeting , upon such fees terms and conditions as may be mutually agreed by the Board of Directors and Auditors.”

In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR:

P.S.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2015-16 forms part of the Annual Report as Annexure-1 to the Board''s report.

The Board has appointed P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2016-17.

APPOINTMENT OF CFO& COMPANY SECRETARY:

Mr. V. Kiran Kumar, Executive Director of the Company has been designated as Chief Financial Officer w.e.f 14.08.2015. Mr.Sripathi D (A41571) was appointed as Company Secretary and Compliance Officer of the Company w.e.f 28.03.2016. However, Mr.Sripathi.D has resigned w.e.f.15^th May, 2016.

Alteration of Objects Clause:

During the year the Company altered its main objects clause by inserting the objects to facilitate the Company to venture into construction, real estate business and also to take-up the business of Cocoa. The new inserted objects read as under:

5. To carry on the business as builders, property developers, civil and labour contractors, building and erection engineers, dealers of real estate and various construction materials, tools, implements, and metal ware in connection therewith or incidental thereto and to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same dispose off or maintain the same.

6. To carry on the business of manufacturing of cocoa and other extracts thereto and also generally deal in trading, exporting, importing, storing and other relevant activities relating to extraction of cocoa and its raw-materials and by-products.

Alteration of Share Capital:

During the year under review the Company has subdivided its equity share of Rs.10/- each into two equity shares of Rs.5/- each by altering the clause V of Memorandum of Association.

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As required under the provisions of Schedule IV of the Companies Act, 2013 the performance evaluation of independent directors has been done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the audit reports the units undertake corrective action in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

NOMINATION AND REMUENRATION POLICY

A committee of the Board named as “Nomination and Remuneration Committee” has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 19 of the SEBI(LODR) Regulations, 2015 and to recommend a policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy is hosted on the website of the Company www.diligentindustries.com.

RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company''s process and policies for determining risk tolerance and review management''s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors'' confirm that:

I) In preparation of annual accounts for the financial year ended 31^st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2016 and of the profit and loss of the Company for the year;

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

iv) The Directors had 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; and

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.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - 2.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the criteria laid down in the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to your Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE OUTGO

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-3.

OTHER DISCLOSURES:

Board Meetings

During the year under review Five Board Meetings were held during the year under review. For further details, please refer report on Corporate Governance Report enclosed herewith.

Committees of Board

Your company has the following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The constitution of all the committees is as per the Companies Act, 2013 and SEBI (LODR) Regulations with Stock Exchanges. The details of the Constitution are mentioned in Corporate Governance Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated in Regulation 34(3) of SEBI (LODR) Regulations, 2015 is attached hereto as a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A brief note on the Management discussion and analysis for the year is annexed as part of this report VIGIL MECHANISM:

In pursuant to the provisions of section 117(9)( & (10) of the Companies Act , 2013 SEBI (LODR) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower through to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website.

REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL/ EMPLOYEES:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure-4.

PARTICULARS OF EMPLOYEES

As required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, NO employee of your Company is in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, during the financial year under review.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of the Loans, guarantees and investments if any covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements pertaining to the year under review.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosed in Note No. II (a) of the Financial Statements of the Company for the financial year ended 31^st March, 2016. These transactions entered were at an arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure-5.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

GENERAL

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

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

III. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

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

V. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

VI. No frauds were reported by the auditors during the year under review.

Acknowledgements:

Your Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the board

Date: 13082016 V Bhanu Prakash

Place: Hyderabad Chairman & Managing Director

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Mar 31, 2015

The Directors have pleasure in presenting herewith the 21st Annual Report on the business of Your Company together with the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Amount in Rs.)

PARTICULARS Financial Year Financial Year 2014-15 2013-14

TOTAL INCOME 84,34 ,42,264 41,08,39,503

TOTAL EXPENDITURE 81,17,90,475 39,21,67,486

Profit/(Loss) before Depreciation & Financial Charges 3,16,51,789 1,86,72,017 Depreciation 45,29,825 51,51,627

Financial Charges 2,34,65,521 1,86,67,382

Profit/Loss Before Tax 36,56,443 (51,46,992)

Prior period items - -

Provision for tax - -

Deferred tax 49,83,987 (31,74,925)

NET PROFIT/(LOSS) (13,27,543) (19,72,068)

REVIEW OF OPERATIONS:

During the year under review the gross sales registered a growth of more than 105%. With a view to get hold, stabilize, compete increase the Company's presence in the market initially the Company is not concentrating on margins. The move would certainly create good presence and name to the Company which would enable the Company in future to generate good income.

DIVIDEND;

In the absence of profits, the directors of your Company do not recommend any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the general reserve.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Mrs.Phani Anupama Vankineni, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

During the year under review Mrs. Jonnada Vaghira Kumari ceased to be the Company Secretary of the Company w.e.f 30th September, 2014.

AUDITORS

At the Annual General Meeting held on September 30, 2014, M/s. Ramasamy Koteswara Rao & co, Chartered Accountants,(Registration No. 010396S), Hyderabad, were appointed as statutory auditor of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Ramasamy Koteswara Rao & co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they Secretarial Auditor:

P.S.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure-1 to the Board's report.

The Board has appointed P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2015-16.

DIRECTORS' RESPONSES ON THE QUALIFICATIONS MADE BY THE SECRETARIAL AUDITORS IN

THEIR REPORT:

With regard to the qualification raised in the Secretarial Audit Report with regard to non-appointment of CFO & Company Secretary, your Company has made all possible sincere and valid efforts to appoint Company Secretary, subsequent to Mrs. Jonnada Vaghira Kumari cessation on 30th September, 2014, but none were ready to work with your Company, as the registered office of the Company is situated at a small village near Eluru Town. Your Company is constantly trying to fill the post(s) of Key Managerial Personnel and is hoping that its efforts to comply with the statutory requirement would be fruitful in the days to come.

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As required under the provisions of Schedule IV of the Companies Act, 2013 the performance evaluation of independent directors has been done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the audit reports the units undertake corrective action in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

NOMINATION AND REMUENRATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement and to recommend a policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure -2.

RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors' confirm that:

I) In preparation of annual accounts for the financial year ended 31st March, 2015 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the Company for the year;

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

iv) The Directors had 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; and

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.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - 3.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the criteria laid down in the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure – 4.

OTHER DISCLOSURES:

Board Meetings

During the year under review Five Board Meetings were held during the year under review. For further details, please refer report on Corporate Governance Report enclosed herewith.

Committees of Board

Your company has the following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The constitution of all the committees is as per the Companies Act, 2013 and Listing Agreement with Stock Exchanges. The details of the Constitution are mentioned in Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance Report

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges; Report on Corporate Governance including Auditor's Certificate on compliance with the code of Corporate Governance specified under the said Clause forms part of this report.

DILIGENT INDUSTRIES LIMITED

21stANNUAL REPORT

Management Discussion and Analysis

A brief note on the Management discussion and analysis for the year is annexed as part of this report Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act , 2013 and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower through to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure – 5.

PARTICULARS OF EMPLOYEES

As required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, NO employee of your Company is in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the Loans, guarantees and investments if any covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements pertaining to the year under review.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosed in Note No. a of Notes to Fancial Statements of the Company for the financial year ended 31st March, 2015. These transactions entered were at an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure –

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Management Discussion and Analysis

A brief note on the Management discussion and analysis for the year is annexed as part of this report Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act , 2013 and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower through to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website Remuneration ratio of the directors/ Key Managerial Personnel/ Employees: Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure – 5.

PARTICULARS OF EMPLOYEES

As required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, NO employee of your Company is in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the Loans, guarantees and investments if any covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements pertaining to the year under review.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal orinterest was outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosed in Note No. a of Notes to Fancial Statements of the Company for the financial year ended 31st March, 2015. These transactions entered were at an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure – 6.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

GENERAL

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

I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

II. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

III. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

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

V. No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year and date of report.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their appreciation to business associates for their support and contribution during the year.

The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the board

Sd/-

Chairman & Managing Director

Date: 14.08.2015

Place: Denduluru

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting herewith the 20th Annual Report on the business of Your Company together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS: (Rs.)

PARTICULARS Financial Year 2013-14 Financial Year 2012-13

TOTAL INCOME 41,08,39,503 48,29,45,817

TOTAL EXPENDITURE 39,21,67,486 45,84,68,508

Profit/(Loss) before 1,86,72,017 2,44,77,309 Depreciation & Financial Charges

Depreciation 51,51,627 47,32,748

Financial Charges 1,86,67,382 1,59,28,454

Profit/Loss Before Tax (51,46,992) 38,16,107

Prior period items - -

Provision for tax - 10,64,515

Deferred tax (31,74,925) 8,69,912

NET PROFIT/(LOSS) (19,72,068) 18,81,680

REVIEW OF OPERATIONS:

As you are all aware that the Hon''ble High Court of Andhra Pradesh vide its order dated 26th September, 2013 in C.P Nos.193 and 194 of 2013, has approved the Scheme of Amalgamation of M/s Adithya Agro Allied Oils Limited with your Company.

On the merger of M/s Adithya Agro Allied Oils Limited, your Company has entered into the business of extraction and distribution of edible oil, more particularly Rice Bran oil. The business and operations of erstwhile M/s Adithya Agro Allied Oils Limited, got merged with and are being carried out by your Company.

Non-availability of raw-materials, frequent power disruptions and cheaper imports apart from increase in overheads have affected the operations and margins during the year under review.

DIVIDEND:

Due to absence of profits, the directors of your Company do not recommend any dividend for the financial year

2013-14.

DIRECTORS:

During the year under review Mr. Satish Kumar Jain, Mr. Anil Kumar Jain, Mr. Yatish Jain and Mr. CH.D.V.V. Prasada Rao and Mr. Y.Mallikarjuna Rao ceased to be the Directors of the Company.

Mr. Bhanu Prakash Vankineni, Mrs. Phani Anupama Vankineni and Mr. Kiran Kumar Vankineni were co-opted as Additional Directors of the Company and they hold office as such upto the date of the ensuing Annual General Meeting. The Company has received Notice in writing along with Deposit of Rs.1,00,000/- each, proposing their candidature for the office of Director of the Company.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Mr. K. Vishweswar Rao, Mr. V.V.Vinod Kumar and Mr. Srinivas Babu Edupuganti, Independent Directors of the Company are seeking fresh appointment for five consecutive years commencing from the ensuing Annual General Meeting.

FIXED DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 during the financial year.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board recommends the re-appointment of M/s. Ramasamy Koteswara Rao & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. Ramasamy Koteswara Rao & Co., Chartered Accountants, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Ramasamy Koteswara Rao & Co., Chartered Accountants, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

EMPLOYEES INFORMATION U/S 217 (2A) OF THE COMPANIES ACT, 1956:

Pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 2011, as amended from time to time, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 Your Directors'' confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2014 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 true and fair view of the Company at the end of the financial year ended 31st March, 2014 and of the profit and loss of the Company for the year.

iii. The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

COSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the information pertaining to Conservation of Energy is given as Annexure to this report.

In relation to Technology Absorption and Foreign Exchange Earnings, it is "NIL".

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. Report on Corporate Governance including Auditor''s certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on the Management Discussion and Analysis for the year under review is annexed hereto and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the shareholders, bankers, business associates and customers, for their whole-hearted support. Your Directors commend all the employees of your Company for their continued dedication, significant contributions, hard work and commitment.

For and on behalf of the Board of Directors

Sd/- V. Bhanu Prakash CHAIRMAN Place : Denduluru Date : 13-08-2014

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting herewith the 19th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2013

FINANCIAL RESULTS: (Rs.)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2013 31.03.2012

Net Sales/income from operation 1,95,583 276,676

TOTAL INCOME 1,95,583 2,76,676

TOTAL EXPENDITURE 5,32,422 19,35,065

Profit/ (Loss) before depreciation & Financial Charges (3,36,839) (1,658,389)

Depreciation (4,626) (7,711)

Financial Charges - -

Profit / Loss Before Tax (3,41,465) (1,666,100)

Prior period items - -

Provision for tax - -

Deferred Tax -

NET PROFIT / (LOSS) (3,41,465) (1,666,100)

During the financial year 2012-2013 the Company has achieved the turnover of Rs 1,95,583/- as compared to last year Rs 276,676/- and net loss of Rs (3,41,465)/- as compared to last year net loss Rs (1,666,100)/-

DIVIDEND

Due to absences of profit, the directors of your Company do not recommend any dividend for the financial year 2012-13.

DIRECTORS:

Mr. Y Mallikarjuna Rao Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

FIXED DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the financial year.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 2011, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum during the financial year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013 and of the profit and loss 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 frauds and other irregularities;

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

AUDITORS:

M/s P S Nagaraju & Co, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board recommends their appointment.

UPDATE OF THE SCHEME

In the Board meeting held on January 11, 2013, the Board of directors has approved the Scheme of Amalgamation, the company has received the in-principle approval from all the stock exchanges, the court convene meeting of the Company was held on 5th August, 2013 wherein unanimously members has approved the Scheme. .

MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as ANNEXURE - A to this report.

CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor''s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as ANNEXURE - C to this report.

LISTING FEE:

Your Company shares are presently listed on the BSE Limited, Bangalore Stock Exchange and Madras Stock Exchange Limited Company has paid the listing fee to all the stock exchanges.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers and other business associates for the excellent support and co-operation extended by them.

For and on behalf of the Board

Sd/-

Mr. N. SATISH KUMAR JAIN

Chairman and Managing Director

Place: Hyderabad

Date: 14.08.2013

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Mar 31, 2011

The Directors have pleasure in presenting herewith the 17th Annual Report of Company together with the Audited Accounts for the financial year ended 31st March, 2011

1. FINANCIAL RESULTS:

Financial results for the year under review and as well as previous year are as follows.

(Rs In Lakhs)

For the For the Year ended Year ended 31.03.2011 31.03.2010

Net Sales/income from operation 6,60,509 92,196

TOTAL INCOME 6,60,509 92,196

TOTAL EXPENDITURE 17,49,924 96,734

Profit/ (Loss) before depreciation & Financial Charges (10,89,415) (1462)

Depreciation (12,851) (21,418)

Financial Charges

Profit Before Tax (11,02,265) (19,956)

Prior period items

Provision for tax

Deferred Tax

NET PROFIT / (LOSS) (11,02,265) (19,956)

During the financial year 2010-2011 the Company has achieved the turnover of Rs 660509/- as compared to last year Rs 92196/- and net loss of Rs 1102265/- as compared to last year net loss Rs 19956/-

DIVIDEND

Due to absences of profit, the directors of your Company do not recommend any dividend for the financial year 2010-11.

DIRECTORS:

Mr. Anil kumar jain and Mr. Yatish Jain, Directors of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Mr. Mallikarjuna Rao, Mr. CHDVV Prasad Rao and Mr.K Visweswar Rao were appointed as an Additional Directors of the company on 1st October, 2010 and Further Company has received a special notices with

a deposit of Rs 500/- each under section 257 of the companies Act 1956 for their appointment as Non Executive and Independent Directors of the company.

FIXED DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the financial year.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended, no employee of your Company is in receipt of remuneration exceeding Rs.2,00,000/- per month or Rs.24,00,000/- per annum during the fnancial year.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your Company hereby confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2011 and of the profit and loss 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 frauds and other irregularities;

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

AUDITORS:

M/s KAPOOR & KAPOOR, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board recommends their appointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure - A to this report.

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

The Company is under the business of Broking and financing so the particulars of the Conservation of energy and Technology Absorption is Not Applicable

Foreign Exchange Earnings and Out go: NIL

COMPLIANCE CERTIFICATE

Your Company has obtained the necessary Compliance Certificate as required in terms of Section 383A read with the Companies (Compliance Certificate) Rules 2001 of the Companies Act, 1956 for the financial year 2010-2011 from M/s K V Venkata Rangan & Co Practicing Company Secretary and same is given in ANNEXURE--B

CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - C to this report.

LISTING FEE:

Your Company's shares are presently listed on the Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange Limited Company has paid the listing fee to the Bombay Stock Exchange Limited and Bangalore Stock Exchange.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.

For and on behalf of the Board

Sd/-

Place: Bangalore Mr.N SATISH KUMAR JAIN

Date: 25.08.2011 Chairman and Managing Director

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Mar 31, 2009

The Directors are pleased to present the Fourteenth Annual Report with the audited statement of accounts of the year ended 31st March 2009.

FINANCIAL RESULTS:

The financial perormance during the year are given hereunder :-

Year ended 31-03-2009 31-03-2008 Rs.

Income / Loss from Operaton 164628 4113144

Other Income 53029 66547

Expenses 217209 2624836

Profit/Loss 459 1554855

(before interest and depreciation)

Depreciation / Deferred Revenue 35698 7308

Expenses

Profit/ (Loss) carried to balance 38805 3362701

sheet

PREFORMANCE & HIGHLIGHTS:

The overall financial crunch and bad market conditions, continued during the whole year. Your Company is trying its best to come out of these constraints.

DIVIDEND:

The board of Directors do not recommend any dividend during the year under review due to continue Losses.

DIRECTORS:

Under Section 256(1) of the Companies Act, 1956 Mr. Satish Kumar Jain Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DtRECTORSS 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 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting polices and applied them consistently and made judgements and estimate that were 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 or loss of the Company for the year under review;

(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 the Directors had prepared the accounts for the financial year ended 31st March,2009 on a going concern basis.

AUDITORS:

KAPOOR & KAPOOR Chartered Accountant, New Delhi, retire at the end of the ensuing Annual General Meeting and being eligible, offer themselfs for re-appoinment.

ADDITIONAL INFORMATION:

Information pursuant to section 217 (1) (E) of the Companies (disclosure of particulars in the report of Board of Directors) rules, 1988, is furnished hereunder.

CONSERVATION OF ENERGY:

Matters of technology absorption in respect of your Company is not applicable.

TECHNOLOGY OF ABSORPTION / RESEARCH AND DEVELOPMENT:

Matters of conservation of energy in respect of your Company is not applicable.

FOREIGN EARNINGS & OUTGO:

The Company has not incurred any sum in foreign currency during the year.

PARTICULARS OF EMPLOYEES:

There are no employees during the year falling under the purview of Section 217(2A) of the Companies Act, 1956, read with companies (Particulars of the Employees), Rules, 1975.

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the sincere co- operation and assistance extended by the Companys Bankers M/s. Canara Bank.

The Directors also wish to place on records their appriciation for the valuable contribution and co-operation shown by the employees & officers of the Company and the trust & confidence placed by the shareholders.

By Order of the Board

For YATISH SECURITIES LIMITED

N.SATISH KUMAR JAIN

Chairman & managing Director.

Bangalore

24-8-2009