Directors Report of Genus Prime Infra Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present before you the Fifteenth Annual Report along with Audited Financial Statements of your Company for the year ended March 31st, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year

Particular March 31, 2015 March 31, 2014

Revenue 0.00 0.00

Total expenses 13.42 4.72

Profit/ (Loss) before Exceptional (13.42) (4.72) and Extraordinary items and Tax

Exceptional Items 0.00 0.00

Profit/ (Loss) before Extraordinary (13.42) (4.72) items and Tax

Extraordinary Items 0.00 0.00

Profit before Tax (13.42) (4.72)

Tax Expenses 0.00 0.00

Profit/ (Loss) for the period (13.42) (4.72)

Earnings per share (after (0.10) (0.03) extraordinary items) (Basic) (In Rs.)

Earnings per share (after (0.10) (0.03) extraordinary items) (Diluted) (In Rs.)

Operations

The company incurred a cash loss of Rs. 13.42 lacs in the financial year under review. The company is optimistic of its business operations in the coming years through its continued strategic planning. Your Directors expect to minimize the losses in future through their efforts.

Dividend

The Board of Directors does not recommend any dividend for the year.

Share Capital

The equity shares of the company are being traded on Bombay Stock Exchange. The paid up share capital as on March 31, 2015 was Rs.381.47 Lacs consisting of 14073500 equity shares of Re 2/- each and 100000 preference shares of Rs 100 each. The Company has neither issued shares with differential voting rights nor sweat equity shares.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

During the year the company has not entered into any contracts / arrangements/transactions which could be considered material in accordance with the policy of the company on Material Related Party Transactions. The Policy on materiality of related party transactions and dealing with related party transactions can be accessed on the Company’s website at the link www.genusprime.com.

Fixed Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Management’s Discussion & Analysis Report

As required under Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report is enclosed separately forming part of this Annual report.

Report On Corporate Governance

Your company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices laid down in clause 49 of listing agreement. Our report on Corporate Governance forms part of this annual report and is attached with this report. Certificate from the Statutory Auditors of the company M/s. D. Khanna &. Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

Code of Conduct

All board members and senior management personnel have affirmed compliance with the provisions of Code of Conduct of the Comp any on annual basis, pursuant to revised Clause 49(II)(E) of Listing Agreement. The Code of Conduct is also placed on Company’s website www.genusprime.com.

Material Changes and Commitments, affecting the Financial Position of the Company between the End of the Financial Year and the Date of this Report

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Subsidiaries, Joint Ventures and Associate Companies

The Company has three subsidiaries as on March 31st, 2015 and it has published the audited consolidated financial statements for the financial year 2014-15 and the same forms part of the Annual report for the financial year commencing from the 1st day of April, 2014 and ending on the March 31st, 2015 pursuant to the Companies (Accounts) Amendment Rules, 2014 issued vide notification dated October 14, 2014. The consolidated financial statements presented by the company include financial information of its subsidiaries 'Sansar Infrastructure Private Limited’, 'Sunima Trading Private Limited’ and 'Star Vanijya Private Limited’ prepared in compliance with applicable Accounting Standards. Further a statement containing salient features of the financial statement of our subsidiaries in the prescribed format Form AOC-1 is attached as Annexure A.

In accordance with Section 136 of Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of the subsidiary are available on the website of the company at www.genusprime.com.

The Policy for determining material subsidiaries may be accessed on the Company’s website at the link www.genusprime.com.

Risk Management and Internal Control Systems

The company has laid down a procedure to inform Board members about the risk assessment and minimization procedures. The Board of Directors have framed the Risk Management Policy to anticipate and report potential risk in time and proper implementation of control to mitigate the negative impact of risk.

Whistleblower and Vigilance Mechanism

Your Company has formulated and implemented a 'Whistleblower and Vigilance Policy’ with a view to provide a mechanism for directors and employees of the Company to approach the Vigilance Officer / Chairperson of the Audit Committee of the Company. Under this mechanism, Whistleblower can report the concerns of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Any actual or potential fraud or violation of the Company’s Codes/Policies, howsoever insignificant or perceived as such, remains a matter of serious concern for the Company. The Company takes appropriate action against any Officer whose actions are found to violate the Code or any other policy of the Company, after giving him a reasonable opportunity of being heard. The Whistleblower and Vigil Mechanism Policy has been uploaded on the website of the company and can be acces sed at the link www.genusprime.com.

Prevention of Insider Trading

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and to prevent Insiders from procuring, communicating, providing or allowing access to unpublished price sensitive information unless required for discharge of duties, the Company has formulated and adopted the code of conduct ("the Code") for regulating, monitoring and reporting of trading by insiders, with effect from May 15, 2015. The Company has received an affirmation for compliance with the Code, from all the designated persons as defined in the Code.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Amit Agarwal, Whole time Director of the Company, retire by rotation at the ensuing Annual General Meeting and he being eligible, has offered himself for re-appointment. The brief resume of Director seeking appointment/ reappointment is given in the Notice of the AGM.

During the year under review, Mr. Dharam Chand Agarwal, Mr. Kamal Kant Agarwal and Mr. Rameshwar Pareek were appointed as Independent Directors by the shareholders for a term of five (5) years, pursuant to the provisions of Section 149 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013.

Mrs. Seema Agarwal, Whole time Director of the company resigned w.e.f November 12th, 2014.

Pursuant to the provisions of Section 161(1) of Companies Act, 2013 read with the Articles of Association of the company Mrs Simpal Agarwal is appointed as the Additional Director and she shall hold office only upto the date of this Annual General Meeting and being eligible offers herself for re-appointment as Director of the company. She will be a Non-Independent and Non-Executive Director on the Board of the Company.

The Company has received a notice under Section 160 of the Companies Act, 2013 along with the requisite deposit proposing the appointment of Mrs Simpal Agarwal.

Key Managerial Personnel

Mr. Amit Agarwal, Whole time Director, Mr. Pradeep Kumar, CFO and Mr. Pulkit Ahuja, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Number of Board Meetings Held

The Board of Directors duly met 6 (Six times) during the financial year from 01st April, 2014 to 31st March, 2015. Further detail of board meeting has been provided in the Corporate Governance Report.

Committees of the Board

The Board has constituted three committees Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee to manage the work of the Board in effective manner and to deal with urgent or special issues/matters and in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on Board and its committees, terms of reference etc. is provided under the Corporate Governance Report section of this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance and that of its Committees and individual Directors.

All the Directors, the Board as a whole and its committees were evaluated on the basis of framework adopted by the Board of the company. The Board and the performance of committees was evaluated after taking inputs and recommendations from all the directors on the basis of the criteria such as the composition and structure, effectiveness, functioning, governance, level of engagement, contribution of time & efforts, independence of judgment etc.

The Nomination and Remuneration Committee also reviewed the performance of the individual directors on the basis of the criteria such as the performance of specific duties, obligations and governance, level of engagement, independence of judgment and contribution of the individual director to the Board and committee meetings. The performance of the Independent Directors and Non-Independent Directors was evaluated separately.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters are uploaded on the website of the Company at the link www.genusprime.com.

Company Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence

The company has adequate policy for appointment and remuneration of its Directors. The managing director, whole-time director/executive director are appointed taking into account their skills, knowledge, personal and professional ethics and does not appoint or continue the employment of any person as managing director or whole-time director/executive director who —

a. is below the age of twenty-one years or has attained the age of seventy years:

b. is an undischarged insolvent or has at any time been adjudged as an insolvent;

c. has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or

d. has at any time been convicted by a court of an offence and sentenced for a period of more than six months.

Their terms and conditions of such appointment and remuneration payable are approved by the Board of Directors at a meeting, subject to approval of the shareholders at the next general meeting of the Company and by the Central Government in case such appointment is at variance to the conditions specified in that Schedule. All the other provisions under section 196,197 and rules as applicable of Companies Act, 2013 are considered for their appointment and remuneration.

The appointment of Independent Director is done as per criteria specified in Section 149(6) of the Companies Act, 2013 and rules made there-under and Clause 49 of the Listing Agreement entered into with the Stock Exchange.

The Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of independent directors. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated).On the basis of the report of performance evaluation, it is determined whether to extend or continue the term of appointment of the independent director.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors, hereby state and confirm that:

(i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(iii) they 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; and

(iv) the annual accounts are prepared on a 'going concern’ basis.

(iv) they have laid down internal financial controls in the company that are adequate and were operating effectively.

(v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively

Auditors and Auditor’s Report

(1) Statutory Auditors

The Auditors, M/s. D. Khanna & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board of Directors of the Company have recommended the re-appointment of M/s. D. Khanna & Associates, Chartered Accountants, as the Statutory Auditors of the Company. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limit prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments/explanations.

(2) Secretarial Audit

According to the provisions of section 204 of Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as an Annexure-B of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Social Responsibility

In terms of reference to Section 135 of Companies Act, 2013 the company does not need to constitute a Corporate Social Responsibility Committee .Your Directors have immense pleasure in sharing that the company has always been earnest for contributing towards the betterment of society. The Company strives to achieve a fine balance between social, environmental and economic benefits to the communities in which it operates.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure -C in the prescribed Form MGT-9, which forms part of this report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 is not applicable as at present, your Company does not have any business operations.

Particulars of Employees and Other Related Disclosures

In terms of the provision of Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be furnished upon request. In terms of proviso to Section 136(1) of the Companies Act 2013, the Annual Report is being send to the shareholders excluding the information as aforesaid. The said statement is available for inspection by the Members at the Registered Office of the company during business hours on working days of the Company up to the date of ensuing Annual General Meeting.

Acknowledgement

The Directors wish to place on record their deep sense of appreciation to all the employees of the company for their support given to the management of the company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of Directors

August 14th , 2015

Rameshwar Pareek Amit Agarwal

New Delhi Director Whole Time Director & CEO

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report along with Audited Financial Statements of your Company for the yeai ended March 31st 2014.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

CURRENT PREVIOUS YFAR YEAR (31.03.2014) (31.03.2013)

Income 0.00 0.00

Expenditure 4,72 5,39

Profit / (Loss) before Depreciation, Finance Charges & Taxes (4.72) (5.39)

Depreciation 0.00 0.00

Finance Charges 0.00 0.00

Profit / (Loss) before tax (4.72) (5.39)

Provision for Tax-Current Tax 0,00 0.00

-Deferred Tax Credit/ (Liability) 0.00 0.00

Profit / (Loss) for the period after Tax (4.72) (5.39)

FINANCIAL HIGHLIGHTS AND OPERATIONS

During the financial year under review, company has incurred a cash loss of Rs. 4,72 lacs on account of business operations. Due to another slowdown year for the infrastructure sector, your company has not initiated any new operations but is continuously working to make the planning implemented in the coming years. The Management of the company believes that there are lots of opportunities in infrastructure sector, but risk is also there, therefore it has started its re-working to identify major growth areas with slight risk.

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

CODE OF CONDUCT

The company has adopted code of conduct for all board members and senior management personnel. Declaration in respect with compliance with the provision of Code of Conduct of the Company pursuant to revised clause 49{I)(D) of Listing Agreement has been received by the company from a''A the board members and senior management personnel. The text of the Code of Conduct is displayed on Company''swcbsitc www.gcrHJSprime.com.

CONSOLIDATED FINANClAL STATEMENTS

The company has published the audited consolidated financial statements for the financial year 2U13T4 and the same forms part of the Annual report. The consolidated financial statements presented by the company include financial information of its subsidiaries ''Sansar Infrastructure Private Limited'', ''Sunima Trading Private Limited1 and ''Star Vanijya Private Limited'' prepared in compliance with applicable Accounting Standards.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr Amit Agarwal, Whole time Director of the Company retires at the ensuing Annual General Meeting by rotation and being eligible offers himself for re-appointment. The brief resume of Director seeking reappointment is given in theNotice of the AGM, Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 every listed public company is required to have at least one-third of the total number of directors as Independent Directors, who are not liable to retire by rotation. Your Directors are seeking re appointment of MrRameshwarPareek, MrKamal Kant Agarwaland MrDharam Chand Agarwal appointed as non- executive direetorpuxsuant to the provisions of clause 49 of the listing agreement entered with Stock Exchange. In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors for five consecutive years for a term from April 01, 2014 to March 31, 2019 is now being placed before the Members for their approval. A notice has been received from a member proposing them as candidates for the respective offices of Director of the Company. The Company has also received declarations from all die Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Nomination & Remuneration Committee has also recommended the appointment of these directors as Independent Directors for five consecutive years for a term up to March 31, 2019. In the opinion of the Board, these Directors fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management,

Mrs, Seema Agarwal, was appointed as an Additional Director by the Board of Directors w.e.f August 14, 2014 pursuant to Section 161 of the Act. She holds office till the conclusion of this Annual General Meeting. A notice has been received from a member proposing her proposing her candidature for the office of the Director of the company. The Nomination & Remuneration Committee has also recommended the appointment of Mis Seema Agarwal as Whole time Director forthiee consecutive years w.e.f September27,2014. Mrs. Seema Agarwal will be liable to retire by rotation.

Details of the proposal for the appointment of above Directors are mentioned in the Explanatory statement under Section 102 of the Companies Act, 2013 in the notice of the fourteenth annual general meeting,

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors, on the basis of information made available to them, confirm that:

(i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for that period;

(iii) they 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; and

(iv) the annual accounts are prepared on a ''going concern1 basis.

MANAGEMENTS DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange, is given separately forming part of this Annual report.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to demonstrate good Corporate Governance practices by complying with all the statutory requirements and also voluntary adhcreing to non-mandatory requirements. As per the requirements of Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the followingis attached to this report:

a). Declaration from the CEO in terms of Clause 49(1 )(D)fII) of Listing Agreement

b). CEO /CFO Certificate

e). Certificate from the Company Auditors

SOCIAL RESPONSIBILITY

The Company conducts its business in a way that creates social, environmental and economic benefits ro the communities in which it operates and the Company has always been carnestfor contributing towards the betterment of society.

AUDITORS AND AUDITOR''S REPORT

The Statutory Auditors, M/s. D. Khanna & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and arc eligible for rc-appointment. The Audit Committee and the .Board of Directors of the Company have recommended the re-appointment of M/s. D. Khanna & Associates, Chartered Accountants, as the Statutory Auditors of the Company, The Company has received a letter from them to the effect that their reappointment, if made, would he within the limit prescribed under Section I41(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments/explanations.

PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted or renewed any fixed deposits within the provisions of the Companies Act, 1956 and rules made thereunder. Therefore, no amount of principal or interest was outstanding as on the Balance Sheet date.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since, at present, your Company docs not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable,

Foreign exchange earnings and outgo : NIL

The Company has not given any shares to any of the employees under Employees Stock Option Scheme,

PARTICULARS OF EMPLOYEES

None of the employees during the year received the remuneration in excess of the limits set out under the Provisions of Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended up to date.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the employees of the company for their support given to the management of the company. Your Directors wish to place on record their appreciation to the contribution made by all the stakeholders and having faith into the Company and the management,

For and on behalf of the Board of Directors

August 14,2014 Sd/- Sd/- New Delhi Rameshwar Pareek Amit Agarwal Chairman Whole Time Director & CEO

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Mar 31, 2011

Dear Shareholders,

The Board of Directors feel great pleasure in presenting the Eleventh Annual Report along with Audited Financial Statements of your Company for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

CURRENT YEAR PREVIOUS YEAR (31.03.2011) (31.03.2010)

Turnover & Other Income 54.27 20.34

Expenditure 6.10 4.33

Gross Profit / (Loss) before Depreciation, Finance Charges & Taxes 48.20 16.01

Depreciation 2.13 8.43

Finance Charges 0.03 0.05

Profit / (Loss) before tax 46.04 7.53

Provision for Tax- Current Tax 0.00 0.00

- Deferred Tax Credit/(Liability) (0.66) (1.43)

- Fringe Benefit Tax 0.00 0.00 Net Profit after Tax 46.70 8.96 Equity Share Capital 281.47 281.47 Par Value of Equity Share (Rs.) 2.00 2.00 Earning Per Share (Rs.) 0.33 0.13

2010 - 11 IN RETROSPECT

The Sales and Other Income for the financial year under review were Rs 54.27 Lacs (Previous year Rs. 20.34 Lacs. The net profit of the company increased to Rs. 46.70 Lacs from 8.96 Lacs.

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. C. K. Jain, Director of the Company retire at the ensuing Annual General Meeting by rotation and being eligible offer himself for re- appointment.

During the year under review, Mr. Amit Agarwal has been co-opted as Director on the Board of the Company w.e.f. 15th August, 2011 and simultaneously he has been appointed as Whole Time Director of the Company w.e.f. 15th August, 2011, subject to the approval of the members at the ensuing annual general meeting.

Further, Mr. Ajay Jain and Mrs. Mridula Jain, Directors of the Company resigned from the directorship of the Company w.e.f. 10th January, 2011. The Board place on record it's appreciation for the services rendered by them.

Mr. Rameshwar Pareek resigned as Whole Time Director w.e.f. 15th August, 2011 and shall continue as a Director liable to retire by rotation.

PUBLIC DEPOSITS

During the year the Company had not invited any Fixed Deposits u/s 58A of the Companies Act, 1956.

DEMAT OF SHARES

Necessary arrangements are made for Dematerlisation of Shares with NSDL and CDSL. Equity shares of the Company of Rs. 2/- each are listed at Bombay Stock Exchange. Out of the total issued shares of the Company, 96.97 % of the equity shares are already in Demat form. Since the shares of the Company are traded on stock exchange in compulsory demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

DISCLOSURE OF PARTICULARS

The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the Company, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given as per prescribed Forms in Annexure-1 forming part of this report. The Company has not given any shares to any of the employees under Employees Stock Option Scheme.

CORPORATE GOVERNANCE

As per the requirements of Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the following is attached to this report:

a). CEO /CFO Certificate

b). Certificate from the Company Auditors

MANAGEMENT'S DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming an integral part of this Annual report

PERSONNEL

None of the employees during the year received the remuneration in excess of the limits set out under the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended up to date.

DIRECTORS' RESPONSIBILITY STATEMENT

As per section 217(2AA) of the Companies Act, 1956, your company has complied with the entire following requirement set out in the said provision:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date.

iii) That proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

GROUP

Pursuant to an intimation received from the Promoters, the names of the Promoters and entities comprising 'Group' as defined under the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in the Annual Report as 'Annexure-II' for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

SAFETY AND ENVIRONMENT

The Company continued to maintain a good safety record. The manufacturing unit of the Company is environment friendly and maintains all safety standards and measures.

INDUSTRIAL RELATIONS

The Company continued to maintain good industrial relations with the work force in its unit and offices. All statutory dues wherever applicable have been paid.

AUDITORS AND AUDITOR'S REPORT

M/s. Shahid & Associates, Chartered Accountants, Muzaffarnagar, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Your Directors that the said Auditors may be reappointed as Auditors of the Company from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting of the Company.

The Auditors report to the shareholders does not contain any audit qualification.

CASH FLOW ANALYSIS

In compliance with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31-03-2011 is annexed hereto.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the contribution made by all the employees in ensuring good performance and growth that your company has achieved during the year and the valued customers for extending their faith & confidence in its product's quality and service. The Board of Directors also wish to place on record the valuable co-operation and assistance extended by the Financial Institutions, Banks and Government Authorities for their continued support to the Company.

For and on behalf of the Board

Place: New Delhi Rameshwar Pareek

Date: Aug. 12, 2011 Chairman

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Mar 31, 2010

The Board of Directors feel great pleasure in presenting the 10th Annual Report along with Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

PARTICULARS CURRENT PREVIOUS

YEAR YEAR

(31.03.2010) (31.03.2009)

Turnover & Other Income 20.34 1.50

Expenditure 4.33 160.55

Gross Profit/(Loss)

before Depreciation,

Finance Charges & Taxes 16.01 (159.05)

Depreciation 8.43 29.71

Finance Charges 0.05 0.04

Profit/(Loss) before tax 7.53 (188.80)

Provision for Tax

Current Tax 0.00 9.41

Deferred Tax Credit/ (1.43) (58.90)

(Liability)

Fringe Benefit Tax 0.00 0.08

Net Profit after Tax 8.96 (139.39)

Equity Share Capital 281.47 281.47

Par Value of Equity

Share (Rs.) 2.00 2.00

Earning Per Share (Rs.) 0.06 (0.99)

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

2009-10 IN RETROSPECT

The Sales and Other Income for the financial year under review were Rs 20.34 lacs (Previous year Rs. 1.50 lacs). The Depreciation for the year was Rs 8.43 lacs (Previous year Rs. 29.71 lacs).

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Jain, Director of the Company liable to retire at the ensuing Annual General Meeting by rotation and being eligible offer himself for re- appointment.

Mr. Deepak Kumar, Director of the Company ceased to be Director w.e.f. 7th December 2009 due to his death. With a view to broad-base the Board, to induct Directors, at the Board Meeting held on 10th April 2010, Mr. Dharam Chand Agarwal and Mr. Kamal Kant Agarwal were co-opted as Additional Directors of the Company who hold the office uptothe ensuing Annual General Meeting.

PUBLIC DEPOSITS

During the year the company had not invited any Fixed Deposits u/s 58A of the Companies Act, 1956.

INSURANCE

The Assets of the company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured. There was no claim during the year in respect of above.

DEMAT OF SHARES

Necessary arrangementsaremadeforDematerlisation of Shares with NSDL and CDSL. Equity shares of the company of Rs. 2/- each are listed at Bombay Stock Exchange. Out of the total issued shares of the company, 96.77 % of the equity shares are already in Demat form. Since the shares of the company are traded on stock exchange in compulsory demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

DISCLOSURE OF PARTICULARS

The information pursuant to section 217 (1) (e) of

the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the company, relating to conservation of energy, technology absorption & foreign exchange earnings and outgo are given as per prescribed Forms in Annexure-1 forming part of this report. The company has not given any shares to any of the employees under Employees Stock Option Scheme.

CORPORATE GOVERNANCE

As per the requirements of Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the following is attached to this report:

a) CEO/CFO Certificate

b) Certificate from the Company Auditors

Managements Discussion & Analysis about the company forms part of this report.

PERSONNEL

None of the employees during the year received the remuneration in excess of the limits set out under the Provisions of Section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended up to date.

DIRECTORS RESPONSIBILITY STATEMENT

As per section 217(2AA)of the Companies Act, 1956, your company has complied with the entire following requirement set out in the said provision:

i) That in the preparation of the annual accounts, the applicable accounting standards have been rollowed and there has been no material departure;

ii) That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit of the company for the year ended on that date,

iii) That proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

The company continued to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards and measures.

INDUSTRIAL RELATIONS

The Company continued to maintain good industrial relations with the work force in its unit and offices. All statutory dues wherever applicable have been paid.

AUDITORS AND AUDITORS REPORT

M/s. Shahid & Associates, Chartered Accountants, Muzaffamagar, Auditors of the company retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. The said Auditors may be reappointed as Auditors of the company from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting of the Company.

The Auditors report to the shareholders does not contain any audit qualification.

CASH FLOW ANALYSIS

In compliance with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31-03-2010 is annexed hereto.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the contribution made by ail the employees in ensuring high levels of performance and growth that your company has achieved during the year and the valued customers for extending their faith & confidence in the product quality and service. The Board of Directors also wish to place on record to the valuable co-operation and assistance extended by the- Financial Institutions, Banks and Government Authorities for their continued support for the growth of the company.

For and on behalf of the Board of Directors

Date : 28-May, 2010 Dr. C.K. Jain

Place: Delhi Chairman

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Mar 31, 2009

The Board of Directors feel great pleasure in presenting the 9th Annual Report along with Audited Accounts of your Company for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

DARTICULARS CURRENT YEAR PREVIOUS YEAR

PARTICULARS (31.03.2009) (31.03.2008)

Turnover & Other Income 1.50 1638.87

Expenditure 160.56 1499.49

Gross Profit/ (Loss) before

Depreciation, Finance Charges & Taxes (159.05) 139.38

Depreciation 29.71 59.67

Finance Charges 0.04 38.69

Profit/ (Loss) before tax (188.80) 41.03

Provision for Tax- Current Tax 9.41 7.19

- Deferred Tax Credit/(Liability) (58.90) 0.44

- Fringe Benefit Tax 0.08 0.00

Net Profit after Tax (139.39) 33.39

Equity Share Capital 281.47 281.47

Par Value of Equity Share (Rs.) 2.00 2.00

Earning Per Share (Rs.) (0.99) 0.24

DIVIDEND

The Board of Directors do not recommend any dividend for the year.

2008-09 IN RETROSPECT

The Sales and Other Income for the financial year under review were Rs 1.50 lacs (Previous year Rs. 1638.87 lacs. The Depreciation for the year was Rs 29.71 lacs (Previous year Rs. 59.67 lacs).

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Mridula Jain, Director of the Company retire at the ensuing Annual General Meeting by rotation and being eligible offer herself for re-appointment.

Mr. Rajinder Poddar, who was appointed as Additional Director of the Company has resigned from the post of Directorship from 25th October.2008. With a view to broad-base the Board, to induct a Director, at the Board Meeting held on 31st July 2008 Mr. Rameshwar Pareek was co-opted as an Additional Director of the Company who hold the office upto the ensuing Annual General Meeting. He was later on appointed as Whole time Director of the Company w.e.f. 1st June, 2009

PUBLIC DEPOSITS

During the year the company had not invited any Fixed Deposits u/s 58A of the Companies Act, 1956.

INSURANCE

The Assets of the company including Buildings, Plant & Machinery, and Stocks & Stores etc. have been adequately insured. There was no claim during the year in respect of above.

DEMAT OF SHARES

Necessary arrangements are made for Dematerlisation of Shares with NSDL and CDSL. Equity shares of the company of Rs. 2/- each are listed at Bombay Stock Exchange. Out of the total issued shares of the company, 96.59 % of the equity shares are already in Demat form. Since the shares of the Company are traded on stock exchange in compulsory demat form, the shareholders holding shares in physical form may avail this facility in their own interest.

DISCLOSURE OF PARTICULARS

The information pursuant to section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 and as amended and to the extent applicable to the company are given as per prescribed Forms in Annexure-1 forming part of this report. The company has not given any shares to any of the employees under Employees Stock Option Scheme.

Pursuant to the clause 49 of the Listing Agreement, a report on Corporate Governance is given as part of this report

Management Discussion & Analysis about the company forms part of this report.

PERSONNEL

None of the employees during the year received the remuneration in excess of the limits set out under the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended up to date. Dr. C. K. Jain, Chairman of the Company is related to Mrs. Mridula Jain as her husband.

SECRETARIAL COMPLIANCE CERTIFICATE

in terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s DR Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

DIRECTORS RESPONSIBILITY STATEMENT

As per section 217(2AA) of the Companies Act, 1956, your company has complied with the entire following requirement set out in the said provision that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) The selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2009 and of the profit of the company for the year ended on that date.

iii) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis.

SAFETY AND ENVIRONMENT

The company continued to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards and measures.

INDUSTRIAL RELATIONS

The Company continued to maintain good industrial relations with the work force in its unit and offices. All statutory dues wherever applicable have been paid.

AUDITORS AND AUDITORS REPORT

M/s. Shahid & Associates, Chartered Accountants, Muzaffarnagar, Auditors of the company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Accordingly, the said Auditors may be reappointed as Auditors of the company at the forthcoming Annual General Meeting. Though, the Auditors report to the shareholders does not contain any audit qualification.

The Auditors report to the shareholders does not contain any audit qualification. The audit of branches of the company is also audited by the Statutory Auditors.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the contribution made by all the employees in ensuring high levels of performance and growth that your company has achieved during the year and the valued customers for extending their faith & confidence in the product quality and service. The Board of Directors also wish to place on record to the valuable co-operation and assistance extended by the Financial Institutions, Banks and Government Authorities for their continued support for the growth of the company.

The future prospects of the company after revival of the Commefcial Production are quite encouraging and it would be the Companys endeavor to merit the confidence of the esteemed Shareholders on every account.

For and on behalf of the Board of Directors

Sd/-

Place : Delhi Dr. C.K. JAIN

Date : June 29, 2009 Chairman