Directors Report of Algoquant Fintech Ltd.

Mar 31, 2023

It gives me immense pleasure to share with you the performance of your company along with audited financial statements for the financial year ended March 31, 2023.

1. State of Company Affairs

i) Our revenues primarily consist of revenue from trading of securities/financial instruments, income from interest and dividend etc. Main object of the Company is inter alia to carry on Business activities of trading in securities/financial instruments.

ii) In order to make the combined financial strength, consolidation of funds and resources, faster expansion of the business operations,resource optimization, consolidation of the complementing strengths, optimization of working capital utilization and stronger financial leverage,improved balance sheet,streamline the group holding structure, stock broking business undertaking under the ambit of listed entity, consolidation of cross location talent pool andan extensive pan India network for deeper market penetration, among others, the Board of directors of the Company during board meeting held on March 10, 2023 have inter alia considered and approved the draft Scheme of Arrangement amongst Growth Securities Private Limited ("Demerged Company/GSPL"), Algoquant Investments Private Limited ("Amalgamating Company/AIPL") and Algoquant Fintech Limited ("Resulting Company" / "Amalgamated Company/AFL") (together referred to as "Companies") and their respective shareholders and creditors ("Scheme"), which entails (i) Demerger of Stock Broking Business Undertaking (as more explicitly defined in the Scheme) of the Demerged Company into the Resulting Company and (ii) Amalgamation of Amalgamating Company into and with the Amalgamated Company and (iii) Reorganisation of Equity Share Capital of the Resulting Company / Amalgamated Company, in the manner set out in the Scheme; pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder including but not limited to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, read with Section 2(19AA), Section 2(1B) and other applicable provisions of the Income Tax Act, 1961

iii) The Company has initiated the process to avail the requisite NOC/prior approval from the identified sectoral regulator.

iv) Cost-Benefit Analysis of the Scheme

a) The proposed Scheme will result in consolidation of the businesses at Company level and would strengthen the position thereof in long run, by enabling it to harness and optimise the synergies. Accordingly, the Scheme would be in the best interest of the Companies and beneficial to their respective shareholders. Improved organizational capability and leadership, arising from the pooling of human capital, who have the diverse skills, talent and vast experience would enable the Company to compete successfully in an increasingly competitive industry.

b) The Company would issue its equity shares as consideration to the shareholders of the Demerged Company i.e., Growth Securities Private Limited and Amalgamating Company i.e., Algoquant Investments Private Limited and there will be no cash outflow of resources from Algoquant Fintech Limited. Apart from the cost of implementation of the Scheme, including payment of stamp duty, there are no additional costs involved for the proposed Scheme.

c) The proposed Scheme will also benefit the shareholders directly, as the costs incurred towards the implementation of the Scheme foreshadows the long-run benefit, to be derived by the shareholders, that can be derived by achieving strategic & operational synergies. The Audit Committee is of the opinion that the expected synergies and benefits, pursuant to the proposed Scheme, would offset the impact of such cost.

v) FY 2022-23 was a year of transition, amid global slowdown & recession, hindenburg report on Adani, Covid19 Pandemic, Russia Ukraine conflict & high inflation among others, we navigated this change well, without slowing down our investments in peoples and technology. we have concluded the year on a reasonable note despite challenging operating scenario aggravated by continued volatility in stock market, disruption in investor sentiments caused by global slowdown & recession, hindenburg report on Adani alleging fraudulent behaviour and other unethical practices by the adani group, causing a major drop in the adani group market value, Russia Ukraine conflict and variations in foreign exchange rates among others. Amid all these headwinds, our focus remained to continuously invest in personnels, technology and improve the size of balance sheet. Employee benefit expenses grew by 234% & 141 % in Q4 & FY 23 as compared to Q4 & FY22 respectively. Negative EBIT is majorly caused by enhanced employee benefit expenses during the period.

vi) Financial Results/Summary

The operating results of the Company for the year under review are as follows:

(Rs. in Lakhs except per share data)
Particulars	Year ended 31.03.2023	year ended 31.03.2022
Revenue	1371.01	1710.33
Profit before Interest, Depreciation & Taxation	(626.49)	320.77
Finance Costs	158.93	63.85
Depreciation and amortisation	22.40	4.35
Profit from Operations before Exceptional Items and Tax	(648.89)	316.42
Exceptional Items	-	-
Profit before Taxation	697.68	335.49
Less : Provision for Taxation
Current Tax	-	58.47
Deferred Tax	(355.80)	(66.87)
Profit After Taxation	341.88	342.89
Total other Comprehensive Income	416.43	999.86
Total Comprehensive Income for the period	74.55	1342.75
Paid up equity share capital (Face value of Rs 2 each)	160.72	160.72
Other Equity as per balance Sheet	3267.99	3193.45
Earnings Per Share	(3.65)	4.03

2. Operations Review

In order to strengthen its market share, the Company has taken steps to improve the business, operation, personnels, technology and growth strategy. Besides, efficiency improvement and resource optimisation have been followed vigorously across all the functions of the organisation, across thecountry during the year. It is one of the fastest growing financial service-oriented company in India.

During the year under review, the Company continued to focus on enhancing the capability of the organization, investment in personnel & technology, improve the size of Balance Sheet and towards the achievement of goals, the Company has been taking a number of initiatives.

Considering the scenario, the performance of the Company during the year under consideration was reasonable. During the year under review, the Company has earned a total revenue of Rs.1371.01 Lakh.

3. Economic Overview

During FY 2022-23, Stock market for India with key indices both the NIFTY 50 and BSE Sensex clocking their alltime highs in December 2023. The conflict between Russia and Ukraine led to the fluctuations in crude oil prices, weakness of the rupee, pandemic-induced global supply chain challenges and the staggering inflation well beyond the consumer price index (CPI) inflation of 4% within a band of /- 2% range set by the Reserve Bank of India are factors that were set to break the Indian stock market indices'' backs. It has instead been the reverse. Domestic

markets in India have been performing in line with the global correction, expected to achieve the new growth milestone and to continue the momentum of growth.

4. Future outlook

The stock market is poised for a strong rally in 2024 as corporate earnings impress and tonnes of Rupees/dollars of sidelined cash gets invested. earnings growth should outpace the economy next year as long as credit conditions don''t deteriorate further India''s growth continues to be resilient despite some signs of moderation in growth.

India''s economic growth is anticipated to remain strong compared to other South Asian nations, which face more challenging prospects. It is projected that India to grow 6.7% in 2024, positioning it as the fastest-growing economy worldwide and continues to be a bright spot. This growth is expected to be driven by strong domestic demand. However, higher interest rates and reduced external demand may continue to impact investments and exports in the country this year.

We believe we are well-poised to capitalise on the healthy prospects of the industry and further solidify our position in the market. Our strong brand equity, disciplined investment philosophy and robust process, cutting edge technology and qualified personnels etc should facilitate our future growth.

5. Dividend

Implementation of landmark reforms and immense growth opportunity for the organised service industry in India, your directors intend to retain previous internal accrual for business growth of the Company. Due to losses during the year, the Board of directors does not propose to declare any dividend for this year.

6. Transfer to Reserve

Your directors do not propose to transfer any amount to the general reserve.

7. Material changes and commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which might affect the financial position of the Company. However, the Board of the Company during Board meeting held on March 10, 2023 has inter alia approved the scheme of arrangement amongst Growth Securities Private Limited ("demerged Company/CsPL"), Algoquant Investments Private Limited ("Amalgamating Company/ AIPL") and Algoquant Fintech Limited ("Resulting Company" / "Amalgamated Company/AFL") (together referred to as "Companies") and their respective shareholders and creditors ("Scheme"), which entails (i) Demerger of Stock Broking Business Undertaking (as more explicitly defined in the Scheme) of the Demerged Company into the Resulting Company and (ii) Amalgamation of Amalgamating Company into and with the Amalgamated Company and (iii) Reorganisation of Equity Share Capital of the Resulting Company / Amalgamated Company, in the manner set out in the Scheme. The Company is in process to avail the requisite NOC form identified sectoral regulator.

Furthermore, during the year, the registered office of the Company has been shifted from state of Delhi to Gujarat.

Impact of Novel Covid -19 Pandemic

The Company took every possible precaution to ensure safety of its staff across the country in order to contain the outbreak of COVID 19 pandemic. The Company had started to resume its operations across the country in line with guidance issued by Ministry of Home Affairs (MHA) and local authorities. Each office is being opened with utmost precautions, implementing the highest standards and protocols on safety and hygiene to make them absolutely safe for employees and stakeholders. The disruption in operations due to Covid 19 pandemic during the yearwas least as compare to the previous year on account of decreased infection rate, herd immunity and successful implementation of covid 19 vaccination programmeetc, we are confident and prepared to handle these uncertainties.

8. Share Capital

As on 31^st March 2023, the authorized share capital of the Company is Rs. 2,50,00,000/-(Rupees Two Crore Fifty Lakh Only) comprising of 1,15,00,000 Equity Shares of Rs.2/- (Two)each and 20,000 Preference Shares of Rs. 100/-(One hundred only) each out of which the total issued, subscribed and paid-up equity share capital of the Company stood at Rs 1,60,72,000 (Rupees One Crore Sixty Lakh Seventy-TwoThousand only) divided into 80,36,000 Equity Shares at a face value of Rs. 2 (Two) each.

Your Company has not issued equity shares with differential voting rights or otherwise, it has neither issued ESOP nor sweat equity shares and doesn''t have any scheme to fund its employees to purchase its shares of the Company. During the year the Company has not made any allotment of shares.

9. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 205C of the Companies Act, 1956 (Section 125 of the Companies Act, 2013), your Company has not transferred any amount during the year 2022-23 to the Investor Education and Protection Fund.

10. Employee Stock Option Scheme

During the year, the Company has not implemented any Employee Stock Option Scheme "ESOP" and no ESOP scheme is in existence as on 31.03.2023

Therefore, the information is not required to be disclosed under SEBI (Share Based Employee Benefits) Regulations, 2014 as on March 31, 2023.

11. Bonus issue

The Company has not allotted/transferred or issued any bonus shares during the year. However, the Company has approved the scheme of arrangement as stated in point 1 and 7 above. In compliance with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, (LODR Regulations), the scheme envisages issuance of Bonus shares by AFL, as provided in Part D of the Scheme, extract of which is as follows:

i) Extract of Part D of the Scheme of Arrangement

Resulting Company / Amalgamated Company (AFL) shall issue and allot by way of bonus, to each equity shareholder whose name is recorded in the Registrar of Members of the Resulting Company / Amalgamated Company and/or the records of the depository(ies) as equity shareholder of Resulting Company / Amalgamated Company on the Part D Record Date in the following ratio:

”1 (One) new bonus fully paid-up equity share having face value of INR 2/- (Indian Rupees Two) ("Bonus Shares") for every 2 (Two) equity shares of AFL having face value of INR 2/- (Indian Rupees Two) each held by a shareholder of AFL as on Part D Record Date."

12. Change in the nature of the Business, if any

There was no change in the nature of business of the Company during the financial year ended March 31, 2023. However, the Company has entered into a Scheme of Arrangement as stated in aforesaid point 1 and 7.

13. Indian Accounting standards (Ind-As)

Financial Statements of your Company for the financial year ended 31st March 2023, are prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

14. Internal Control systems and their adequacy

Your Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Your Company''s in-house internal audit department carries out internal audits at all offices across all locations of the country. Their objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) (to the extent as applicable) and corporate policies.

Board of Directors of the Company has appointed M/s V B R G & Associates, having office at 04, Rainbow Complex, Bazaria, Ghaziabad, Uttar Pradesh-201001 , as the Internal Auditor of the Company to conduct the Internal Audit Functions for Financial Year 2022-23.

A summary of all significant findings by the audit department/auditor along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

15. Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records/statements in a timely and reliable manner.

16. segment Reporting

The Board wishes to inform you that Segment Reporting is not applicable to the Company.

17. Cash Flow Analysis

The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI(LODR) Regulations, 2015 is annexed with the Annual Accounts of the Company.

18. Subsidiary companies, joint ventures and associate companies

The Company had no subsidiary and joint venture during the financial year 2022-23. Further, there are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Algoquant Investments Private Limited (Formerly known as Mandelia Investments Private Limited) is the holding Company.

The Company has adopted a Policy for determining the criteria of material subsidiaries which is available on Company''s website at www.algoquantfintech.com

19. Consolidated financial statements

The Company has no subsidiary, associate and joint venture during the financial year 2022-23. Hence, the Company does not require to prepare the consolidated financial statements for FY 2022-23.

20. Deposits

The Company has not accepted any depositscovered under Chapter V of the Companies Act,2013 read with The Companies (Acceptance ofDeposits) Rules, 2014.

During the financial year under review, the Company has received an unsecured loan from Mr. Devansh Gupta, Managing Director of the Company as stated in financial statement for the year ended March 31, 2023.

21. secretarial standards of ICsI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to Board meetings and General meetings respectively. The Company is in compliance with the same and also complying the other optional Secretarial Standards as applicable.

22. Auditors and Auditors'' Report statutory audit

Your Company''s Auditor, M/s OP Bagla & Co. LLP, (Regn. No. 000018N/N500091), Chartered Accountants, Delhi, was appointed as the Statutory Auditor of the Company from the conclusion of 59th Annual General Meeting till the conclusion of the 64^th Annual General Meeting of the Company to be held in the year 2027.

The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting

The Company had received a certificate from the Auditor under section 141 of the Companies Act 2013 to the effect that they are eligible to act as Statutory Auditors of the Company.

The Auditor has conducted the statutory audit of the financial statement of the Company for FY 23 and has issued and provided an unqualified and unmodified audit report thereon. Hence, Qualification and response to Auditor''s Report is not applicable.

secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Parth P Shah & Associates, Practicing Company Secretaries, as its secretarial auditor to undertake the secretarial audit for FY 2022-23. The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report and enclosed as Annexure I. The secretarial audit report does not contain any qualifications, reservations or adverse remarks.

23. Frauds Reported by Auditor under section 143 (12) other than those which are reportable tothe Central Government

There are no such frauds reported by auditor, which are committed against the Company by directors, officers or employees of the Company.

24. Conservation energy, technology and foreign exchange outgo

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed herewith and forms part of this Report and enclosed as Annexure II.

25. Extract of Annual Returns

In accordance with Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, the requirement of attaching extract of annual return in Form MGT-9 with the Board''s Report is done away with. The Annual Return as referredin Section 134(3)(a) of the Act for the financial year ended March 31, 2023, is available on the websites of the Company i.e. www.algoquantfintech.com

26. Corporate social responsibility

Corporate social responsibility forms an integral part of your Company''s business activities. Your Company is a responsible corporate citizen, supporting activities which benefit the society as a whole. The Provision of the Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014 is not applicable to the Company.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

27. Directors and key managerial personnel

In accordance with provisions of Section 152 of the Act read with Rules made thereunder, Mr. Himanjal Jagdishchandra Brahmbhatt (DIN: 00049679), Non-Executive Director is liable to retire by rotation at the 60th Annual General Meeting "AGM" and being eligible, offers himself for reappointment.

• Ms.Ayushi Jain has resigned as Company Secretary & Compliance officer of the Company w.e.f 08.09.2022due to her personal reason.

• Mr. Atul Kaushalhas been appointed as Company Secretary & Compliance Officer of the Company w.e.f-09.09.2022.

Mr Himanjal Jagdishchandra Brahmbhatt (DIN 00049679) has been appointed as a non-executive Director of the Company w.e.f. 30.07.2022.

Mr Gyaneshwar Sahai (DIN 00657315) has been appointed as an Independent Director of the Company w.e.f. 30.07.2022.

Ms Shubhangi Agarwal (DIN 08135535) has been appointed as a WomanIndependent Director of the Company w.e.f. 30.07.2022.

All the Independent Directors have submitted their declaration to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent as applicable).

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the board, independent directors appointed during the year have complied the requirement w.r.t integrity, expertise and experience (including the proficiency) as applicable.

A brief resume of the Director proposed to be appointed/reappointed, is provided in the Notice of the Annual General Meeting forming part of the Annual report.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Devansh Gupta: Managing Director

2. Mr. Atul Kaushal: Company Secretary & Compliance Officer w.e.f 09.09.2022

3. Mr. Yogesh Gusain: Chief Financial Officer

28. Board induction, training and familiarization programme for Independent directors

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a detailed

note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which interalia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is also explained in detail about the various compliances required from him/ her as a director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and Financials of the Company. They are also provided presentations/booklets about the business and operations of the Company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarization programme for the Independent Directors can be accessed at www.algoquantfintech.com.

29. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees, and Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy, they include:

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in meetings

• Constructive contributions/positive attributes

• Engaging with and challenging management team without being confrontational or obstructive

• Protection of stakeholder interests

• Contribution to strategic planning

• Carrying out responsibilities as per the code of conduct

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per criteria suggested by SEBI.

30. Number of meetings of the Board

The Board of Directors held 09 meetings during the year on 20.05.2022, 30.05.2022, 08.07.2022, 12.08.2022, 08.09.2022, 05.11.2022, 05.01.2023, 02.02.2023 and 10.03.2023. The maximum time gap between any two meetings was less than 120 days. Video conferencing facilities are also used to facilitate Directors at other locations to participate in the Board Meetings.

The details of Board Meetings held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

31. separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this report.

32. Committees of the Board

The Company has constituted/reconstituted various Board level committees in accordance with the requirements of Companies Act 2013. The Board has the following committees as under:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Independent Director Committee

Details of all the above Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report.

33. Whistleblower policy

The Company has established an effective whistle blower policy (vigil mechanism) and procedures for its directors and employees; details of which are provided in the Report on Corporate Governance which forms part of this report. The policy on vigil mechanism may be accessed on the Company''s website at: www.algoquantfintech.com.

34. Remuneration policy

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the executive and at the board levels. The remuneration policy seeks to employ people who not only fulfil the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy also seeks to provide well-balanced and performance related compensation packages, taking into account shareholder interests, industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. The remuneration policy is consistent with the ''pay-for-performance'' principle. The Company''s policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the company''s website www.algoquantfintech.com annexed with the Directors'' Report which forms part of the Annual Report as Annexure III.

35. Related party transactions

All related party transactions entered into by the Company during the financial year were at arm''s length. During the year the Audit Committee had granted an omnibus approval for transactions which were repetitive in nature for one financial year and all such omnibus approvals were reviewed by the Audit Committee on a periodic basis. Material contracts or arrangements with related parties were entered into during the year under review. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for the necessary review and approval. Your Company''s policy on related party transactions, as approved by the Board, can be accessed at: www.algoquantfintech.com. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is appended as Annexure VII to this report.

36. Particulars of loans, guarantees and investments

During the year ended March 31, 2023, the Company has made an investment and granted loan in accordance with section 186 of the Companies Act 2013 and details thereof are given in the notes to financial statements for the year ended March 31, 2023.

37. Particulars of employees and managerial remuneration

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report as Annexure IV.

38. Management discussion and analysis

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015, as applicable, Management Discussion Analysis, is an integral part of this report and annexed herewith and forms part of this report as Annexure VI.

39. Corporate Governance Report

Your Company has made serious effort to comply with the provisions of the Corporate Governance in order to secure the interest of all the stakeholders of the Company. It has always been the Company''s endeavour to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land. The management of Company believes that it will further enhance the level of Corporate Governance in the Company. Corporate Governance report forming part of this annual report is enclosed herewith.

40. Risk Management system

The Company has developed and implemented a risk management policy which is periodically reviewed by the management, the enterprise risk management policy of the Company, which has been duly approved by the Board, is reviewed by the Audit Committee and the Board on a periodic basis. The risk management process encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives.

Besides exploiting the business opportunities, the risk management process seeks to minimise adverse impacts of risk to key business objectives.

41. Prevention of sexual harassment at workplace

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the company as a going concern and/or company''s operations.

43. Depository systems

Company''s shares are listed on BSE. As on March 31, 2023, 63,65,799 Equity Shares stand with the NSDL and 9,46,961 Equity Shares stand with the CDSL and 7,23,240 Equity Shares stands in physical form.

The Company has entered into agreements with both National securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company had appointed M/s Link Intime India Private Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent.

44. Listing Of shares

The Company''s shares are listed on the below mentioned Stock Exchange:-I. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,25th Floor, Dalal Street,

Mumbai - 400001 Script Code: - 505725

45. dividend distribution Policy

The Company has formulated a dividend distribution policy which is enclosed as Annexure V and the same is also displayed on the website of the company i.e. www.algoquantfintech.com.

46. Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

47. 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:-

a) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to Directors or employees.

c) Purchase of or subscription for shares in the Company by the employees of the Company.

d) There is no subsidiary of the Company.

e) As there is no subsidiary of your Company, so Managing Director/Whole Time Directors of the Company does not receive any remuneration or commission from any of such Companies.

f) No remuneration received by Managing Director/Whole Time Directors from holding company i.e., Algoquant Investments Private Limited.

48. Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility statement, the Directors confirm that:

1) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and no material departures have been made therefrom.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date.

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

4) The annual accounts were prepared on a going concern basis.

5) The Directors have laid down effective internal financial controls to consistently monitor the affairs of the company and that such internal financial controls were adequate and operating effectively.

6) The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and the same are adequate and operating effectively.

7) 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.

49. Disclosure with Respect to DMAT suspense account /unclaimed suspense account;

No DMAT suspense account /unclaimed suspense account reported by RTA, NSDL and CDSL to the company

50. Disclosure of details of any application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT;

No such instance has taken place during the period under review.

51. Business Responsibility Report (BRR)

Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the inclusion of the BRR as part of the Annual Report for top 1,000 listed entities based on market capitalization. In compliance with the Regulation 32(f) of the Listing Regulations, the Business Responsibility Report of the Company for the year ended March 31, 2023 is not applicable to the Company.

52. Maintenance of Cost Records

As per the provisions of the Section 148(1) of the Companies Act, 2013 the Company is not required to maintain cost Records. Accordingly, such accounts and records are not made and maintained.

53. One Time settlement

During the Year ended March 31, 2023, the Company has not made any one-time settlement w.r.t credit facility and no instance of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof was occurred.

54. Acknowledgements

Your directors would like to acknowledge and place on record their sincere appreciation of all stakeholders -shareholders, bankers, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 52nd Annual Report together with Audited Annual Accounts of the Company for the year ended 31st March, 2015.

I. FINANCIAL PERFORMANCE Rs. In Lakhs

FINANCIAL RESULTS 2014- 2015 2013-2014

Profit/(Loss) before Finance Cost 78.65 256.25

Less: Finance Cost 154.80 136.66

Cash Profit/(Loss) (76.15) 119.59

Depreciation 60.17 61.87

Net Profit/(Loss) (136.32) 57.72

Add/Less:

Provisions for Deferred Tax 8.17 14.57

(144.49) 72.29 APPROPRIATION

Transfer from General Reserve - -

Carried over to next year (144.49) 72.29

DIVIDEND

In view of the Company having losses during the year, the Directors hereby express their inability to recommend any dividend for the year ended 31st March, 2015.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

STATE OF COMPANY'S AFFAIRS

Although the turnover of the Company registered a marginal increase over the previous year, the operating margin was under severe strain, in exports as well as domestic market.

In order to maintain sales, heavy discounts had to be passed on to customers due to severe recessionary condition in the market.

The overseas market too faced very severe recessionary condition, resulting in severe drop in volumes and also the sharp depreciation of the major foreign currency against Indian Rupee which could not be covered up by way of adjustment of prices due to extreme recessionary market.

The above factors have resulted unsatisfactory final results.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Pradeep Jain, Shri Lokesh Sood and Shri Ambarish Raj were appointed as independent directors at the annual general meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mrs Pallavi Joshi Bakhru, who was appointed as independent woman director in the last Annual General Meeting, have resigned from the Board and its committees w.e f. 30/04/2015. The Board places on record its appreciation of the invaluable contribution and guidance provided by her.

Mrs.Pooja Mehra Saigal (holding DIN 07249183) has been appointed as an additional director of the company w.e.f. 30.07.2015 under provisions of sections 149, 152 and any other applicable provisions of the companies act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), and have submitted a declaration stating that she meets the criteria for independence as provided in section 149(6) of the act and who is eligible for appointment as an independent woman director for 5 years. Her appointment was recommended by the nomination and remuneration committee. In the opinion of the Board she is person of integrity and possess the relevant expertise and experience. The Board recommend their appointment.

Necessary resolution for appointment of aforesaid Director have been included in the Notice in ensuing AGM for the approval of the Shareholders.

DIRECTORS' RESPONSIBILITY STATEMENTS

In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, with respect to Directors' responsibility statement, it is hereby confirmed :-

i. That in the preparation of the 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. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a "going concern" basis. v. That the Directors had laid down proper internal Financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. That the Directors have revised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable Financial and Operational information, complying with applicable statutes, safeguarding assets from authorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies.

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

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith as Annexure "A".

NUMBER OF MEETING OF THE BOARD

During the financial year 2014-15 four Meeting of Board of directors were convened and held on 29/05/2104, 07/08/2104 ,14/11/2014 and 12/02/2015. The meetings of Audit Committee were convened and held twice during the year. The meeting of Nomination and Remuneration Committee was convened and held once during the year. Meetings of investor/shareholder grievance committee were held 4 times during the year.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 .

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and their remuneration. The Policy is annexed herewith as Annexure "B".

The composition, role, functions and powers of the Nomination and Remuneration Committee are in accordance with the Provisions of the Companies Act 2013 and the listing agreements with the Stock Exchange.

EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT.

There are no qualifications, reservations or adverse remarks or disclaimer made by the statutory auditors in their audit report or by the practicing company secretary in the secretarial audit report. However,the observations made in the Auditors' Report are self explanatory and needs no further explanation.

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

These primarily consist of loans to employees as per the policies of the Company and loans to suppliers in the normal course of business of the company. The closing balances of these loans are disclosed under the schedule of Loans and Advances in the financial Statements. The Company has not given any guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurring after 31st March, 2015 which may affect the financial position of the Company or may require disclosure.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure "C".

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance as a whole and individually for Chairman & Managing Directors, Jt Managing Director, Executive Director and Independent Directors .

The performance is being evaluated on the Basis of their attendance in the meetings, compliance of Code of conduct of the Company and applicable provisions of the companies Act , their participation level in the meetings etc.

The performance is evaluated by each director for themselves and for conduct and performance of Board from their point of view. Independent Directors evaluated the performance of Chairman and other non independent directors and Board as a whole in their separate meeting. The performance of Independent Director is evaluated by the Board.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL.

During the year under review, there has been no appointment and resignation of Directors and Key managerial Personnel of the Company.

NAME OF THE COMPANIES WHICH HAVE BECOME/ CEASED TO SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

The Company did not have any subsidiaries, associates or Joint ventures during the year.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013.

SIGNIGICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY OPERATIONS.

To the best of our knowledge, the Company has not received any such orders from Regulators, Court or Tribunals during the year, which may impact the going concern status or the Company's operations in future.

GENERAL

The Company has formulated a policy on Prevention of Sexual Harassment approved by the Board. The policy may be accessed on the Company's website. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

WHISTLE BLOWER POLICY

The Board of Directors has adopted the Whistle Blower Policy. The Policy has provided a mechanism for Directors, Employees and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the Company.

The details of the policy has been uploaded at the website of the Company.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee is mentioned as under:-

Sh Ambarish Raj Independent Director

Sh. Pradeep Jain Independent Director

Sh. Lokesh Sood Independent Director

The composition, role, functions and powers of the Audit Committee are in accordance with the Provisions of the Companies Act 2013 and the listing agreements with the Stock Exchange.

AUDITORS

M/S Singhi & Company, Chartered Accountants , shall continue as Statutory Auditors of the for Financial Year 2015 -16 pursuant to approval given by the shareholders in last AGM appointing them as Statutory Auditors' of the company for three years. However as required under the provisions of Companies Act 2013, said appointment is being ratified in the ensuing AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act the Companies(Appointment and Remuneration of Managerial Personnel ) rules, 2014, the of Directors has appointed Mr. Pradip Kumar Muduli, practicing Company Secretary for conducting secretarial audit of the company for the financial year 2014-15.

The Secretarial Audit Report is annexed herewith as Annexure "D" The secretarial Audit Report does not contain any qualification, reservation and adverse remark.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of remuneration paid to the employees as required to be disclosed under section 197(12) of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, are set out in Annexure "E" attached hereto and form part of this Report.

CORPORATE GOVERNANCE

SEBI has exempted listed companies with equity share capital of up to Rs 10 crore and net worth not exceeding of Rs 25 crore and those also listed on SME platforms of the stock exchanges from the mandatory compliance of corporate governance code "for the time being". Our Company accordingly is not required to comply with mandatory compliance of corporate governance code.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to employees for their continuous efforts and valuable services rendered by them at all levels.

FOR & ON BEHALF OF THE BOARD

Place: New Delhi S.K.MANDELIA Dated: July 30, 2015 CHAIRMAN

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Mar 31, 2014

Dear Shareholders,

The Directors present the 51st Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

Rs. In Lakhs FINANCIAL RESULTS 2013- 2014 2012-2013

Profit/(Loss) before Finance Cost 256.25 1.28

Less: Finance Cost 136.66 141.01

Cash Profit/(Loss) 119.59 (139.77)

Depreciation 61.87 64.71

Net Profit/(Loss) 57.72 (204.48)

Add/Less:

Provisions for Deferred Tax 14.57 15.61

72.29 (220.09)

APPROPRIATION

Transfer from General Reserve - -

Carried over to next year 72.29 (220.09)

OPERATIONS

The year under review has been a critical one for the Company. Whilst the turnover registered an increase of more than 10% over the previous year, exports registered an increase of more than 50% over the previous year and domestic sales registered decrease of about 10%.

As reported in the last Director''s Report, the Company had been facing protracted labour unrest which unfortunately culminated in the union resolving to flash strike on 22nd May 2013 without having given any advance due notice to the Management as is required under the relevant laws. This illegal strike/ mass absenteeism continued for 104 days, inspite of the Government of Haryana prohibiting continuation of strike and company directed all striking labour to unconditionally report back to work within 3 days of the order dated 19/06/2013. Inspite of such an order, other various notices/publications issued by the company calling workers to resume duty, the union leaders in their wisdom chose to ignore these directions and instigated the workers to remain absent in concerted manner. The loss of contribution accrued due to loss of production as a result of strike/ mass absenteeism and turnover amounted to Rs. 219 Lacs.

The Charter of Demands as given to the Management by the labour union stands pending in the relevant Court for adjudication.

DIVIDEND

In view of the Company having insufficient profit during the year, the Directors hereby express their inability to recommend any dividend for the year ended 31st March, 2014.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies Declaration of particulars in the Report of Board of Directors Rules, 1988, the information relating to the Conservation of Energy, Research and Development. Technology Absorption and Foreign Exchange Earning and Outgo is given in the Annexure ''A'' forming part of this report.

DIRECTORS

Pursuant to requirement of section 149(6) of Companies Act, 2013 and applicability of clause 49 of Listing Agreement with Bombay Stock Exchange w.e.f. 01/10/2014,it is proposed that Shri Pradeep Jain, Smt. Pallavi Joshi Bakhru,Shri Lokesh Sood and Shri Ambarish Raj who have been appointed as Directors liable to retire by rotation by members in earlier AGM shall be appointed as non-Executive Independent Directors for 5 years from the date of AGM. The Company has received confirmation from said Directors that they meet the criteria of Independent director as provided in Section 149(6) of the Companies Act, 2013 and in the opinion of the Board they are person of integrity and posses the relevant expertise and experience. The Board recommend their appointment. Necessary resolution for appointment of aforesaid Directors have been included in the Notice in ensuing AGM.

DIRECTORS'' RESPONSIBILITY STATEMENTS

In compliance to the Provisions of 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 accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "going concern" basis.

DEPOSIT

The Company has not accepted any deposit form the Public during the Financial Year 2013-14 and there was no outstanding deposit as on 31.03.2014.

AUDITORS

M/s Singhi & Company, Chartered Accountants, Auditors of the Company retires at the conclusion of this Annual General meeting and being eligible offer themselves for re-appointment for three years subject to annual ratification by the members at the Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under. As regards auditors observations/ qualification made in the Auditor''s Report, Regarding other observations/qualification made in the Auditor''s Report, relevant Notes of Notes on Accounts are self -explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act,1956.

COST AUDITORS

In view of the direction of the Central Government that the cost accounts maintained by the Company be audited by the Cost auditor, the Company has appointed M/s Kabra & Associates, Cost Accountants, as Cost Auditors for conducting the cost audit for the Hand Tools manufacturing business of the Company for the financial year ending 31.03.2015. The remuneration payable to them is subject to the approval of members of the Company.

PERSONNEL

There is no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement is applicable to the Company w.e.f. October,2014. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. For this the Company has started the implementation by appointment of Independent Directors. The Company is already having a Professional Independent Women Director on its Board.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere ap- preciation to the staff members who stood by the man- agement in these most trying times.

FOR & ON BEHALF OF THE BOARD Place : New Delhi S.K.MANDELIA Dated : August 7th, 2014 CHAIRMAN

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Mar 31, 2010

The Directors present the 47th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

Rs. in Lakhs

FINANCIAL RESULTS 2009-2010 2008- 2009

Profit/ (Loss) before interest (97.07) 142.14

Less: Interest 128.62 116.42

Cash profit/(loss) (225.59) 25.72

Depreciation 67.43 69.79

Net profit (Loss) (293.12) (44.07)

Add/Less:

: Provision for taxation (Including (0.80) (21.19)

fringe benefit tax) : Provisions for Deferred Tax (41.89) (42.69) 9.89 (11.30)

(335.81) (55.37)

Brought forward from previous year - -

APPROPRIATION

Transfer from General Reserve 335.81 55.37

Carried over to next year - -





OPERATIONS

The working of the Company during the year under review was adversely affected due to the global recession. The export of the Company registered a decline of 42.5% as compared to previous year, and the overall turnover declined by 15%. It should be heartening to note that in spite of recessionary trend, the domestic sales of the your Company registered an increase of 15.52% and all efforts are being made to develop domestic market further. On the export front also the recessionary trend having abated, it is hoped that during the current year the working of the Company shall be much better.

DIVIDEND

In view of the Company having suffered a loss during the year, the Directors hereby express their inability to recommend any dividend for the year ended 31st March, 2010.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies Declaration of particulars in the Report of Board of Directors Rules, 1988, the information relating to the Conservation of Energy, Research and Development. Technology Absorption and Foreign Exchange Earning and Outgo is given in the Annexure A forming part of this report.

DIRECTORS

In accordance with the provision of Companies Act, 1956 and Articles of Association, Shri Umesh Kumar Khaitan and Shri Vibhu Bakhru retire by rotation and being eligible, offer themselves for re-appointment. DIRECTORS RESPONSIBILITY STATEMENTS In compliance to the Provisions of 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 accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities. iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a "going concern" basis. AUDITORS

M/s Singhi & Company, Chartered Accountants, Auditors of the Company retires at the conclusion of this Annual General meeting and being eligible offer themselves for re-appointment. As regards auditors observations/ qualification made in the Auditors Report, Regarding other observations/qualification made in the Auditors Report, relevant Notes of Notes on Accounts are self -explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act,1956. FIXED DEPOSITS

The total amount of Fixed Deposits held- by the Company as on 31st March 2010 stood at Rs.5.46 Lac. There were no overdue deposits. PERSONNEL

Your Directors wish to place on record their sincere appreciation to employees for their continuous efforts and valuable services rendered by them at all levels. There is no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

for & on behalf of the Board

Sd/-

S.K. MANDELIA

Chairman

Place : New Delhi

Dated : 29th May, 2010