Directors Report of Inditalia Refcon Ltd.

Mar 31, 2025

Your Directors present the 39^th Annual Report and the Audited Accounts for the year ended on 31^st March, 2025.

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT :

st The financial results for the year ended 31st March 2024 and the corresponding figures for the last year are as under:
Particulars	2024-25 Rs. In lacs	2023-24 Rs. In lacs
Gross Income	0.00	0.00
Expenses	6.78	2.44
Extraordinary Items	0.00	0.00
Profit before Interest, Depreciation & Tax	6.78	-2.44
Less: Finance Cost	0.00	0.00
Less: Depreciation & Amortization Expense	----	----
Less : Tax	----	----
Balance Profit/ Loss (-) carried to Balance Sheet	6.78	-2.44

The Company had no manufacturing or trading activities during the period and has registered net loss of Rs.6,78,000/- (Rupees Six Lacs Seventy Eight only).

2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:

The Company has incurred cash loss of Rs.6,78,000/- (Rupees Six Lacs Seventy Eight only) and hence no comment has been offered as to Earning Per share. No amount is proposed to be transferred to General Reserve.

3. DIVIDENDS:

The Company has not proposed any dividend in view of losses.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIRS :

The Company had no manufacturing or trading activities during the period and has shown net loss of Rs. 6,78,000/- (Rupees Six Lacs Seventy Eight only), during the period.

5. CHANGE IN THE NATURE OF BUSINES :

There is no change in the business of the company.

6. EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on the website of the Company at the following link -

http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company continues to be led by Ms. Sujata Mital and is well supported by the Chief Financial Officer, other Board members and the compliance officer. Ms. Sonam. A. Bhura as Company Secretary and Compliance Officer of the Company.

8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR UNDER REPORT :

There were no appointments &/or resignation during the year. However certain Board level changes took place post 31^st March which are discussed in para 12 below.

9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Mr. Navin Sheth, Director of the Company retires at this Annual General Meeting and being eligible has offered himself for re-election. As he is also appointed as CFO of the Company w.e.f. 16.04.2016, and has attained the age of 78 years, the resolution for his reappointment needs to be passed as a Special Resolution. Accordingly, a Special Resolution along with the Explanatory statement under Sec.102(1) and additional information in terms of LODR and SS-2 is furnished as part of the Notice of the AGM.

10. AUDITORS:

In terms of Section 139 of the Act, M/s. Shah Kailash & Associates LLP, a Peer Reviewed firm of CAs, were appointed as statutory auditors of the Company for a period of two years from the conclusion of 37^th Annual General Meeting to the conclusion of 39th Annual General Meeting to audit the books of the Company for the financial year from 2023-24 and 2024-25.

Being eligible for continuation, the Auditor’s consent was sought for fresh appointment for a period of 5 financial years from 2025-26 till 2029-30 in terms of section 139 of the Companies Act, 2013 and rule (4) of Companies Audit and Auditors) Rules, 2014, which has been received. Accordingly, it is proposed to reappoint M/s. Shah Kailash & Associates LLP, as Statutory Auditors of the Company for a period of five consecutive years i.e. from 2025-26 till 2029-30 from the conclusion of 39^th Annual General Meeting to the conclusion of 44th Annual General Meeting to audit the books of the Company for the financial year from 2025-26 till 202930 and to provide their audit report thereon under section 143 of the Companies Act 2013.

A suitable Ordinary Resolution has accordingly been recommended for consideration of members.

11. SECRETARIAL AUDITOR :

CS Ms. Nisha Gidwani of Nisha & Associates, a peer-reviewed PCS (Membership No. A45729 and COP No. 16658), has completed her tenure as the Secretarial Auditor of the Company. As they are eligible to be reappointed as Secretarial Auditors, their consent was sought for reappointment for next 5 consecutive financial years under Sec. 204 of the Co.’s Act 2013 and Reg. 24A of the SEBI (LODR) from 1^st April 2025 till 31^st March 2030.

CS Ms. Nisha Gidwani of Nisha & Associates, have provided their consent to the same and accordingly it is proposed to reappointment them for next 5 consecutive financial years under from 1^st April 2025 till 31^st March 2030.

a peer-reviewed PCS (Membership No. A45729 and COP No. 16658), as the Secretarial Auditor for 5 The Board approved her appointment at the Board Meeting held on 13 ^th August 2024. The Secretarial Audit Report provided by Ms. Nisha Gidwani is attached.

A suitable Ordinary Resolution has accordingly been recommended for consideration of members.

12. MATERIAL CHANGES & EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

a) The Board was reconstituted on the 30^th April when 3 new Directors were inducted on the Board -

• Mr.Vipul Gandhi DIN 02729144

• Mr.Chirag Kantilal Patel DIN: 01068221

• Ms. Shamika Prashant Masurkar DIN: 11078122

b) Subsequently Ms. Vipul Gandhi was appointed as Chairman of the Board in Board Meeting held on 1^st July 2025.

c) Ms. Sujata Mital was reappointed Managing Director for 5 years w.e.f. 1^st April 2025

d) M/s. Purva Shareregistry (India) Pvt. Ltd were appointed RTA for the company in place MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) by the Board.

e) The Board has also signed the tri-partite agreement with CDSL and NSDL to provide Demat facility and connectivity to the Company/RTA. The RTA has been instructed update members details and complete demat requests received prior to 31^st March 2019 and pending for any reason. With this, the company will shortly be able to meet investors requirements.

13. PENALTY BY SEBI/DELISTING BY BSE :

a. Further, SEBI had issued Show Cause Notice vide

SEBI/HO/EAD/EAD5/P/OW/2023/9535/1&2 dated March 03, 2023 seeking explanation from the Company of various alleged violations including mismatch of figures in “Reconciliation of Share Capital”, since some 1,74,000 shares in Demat form were reported by CDSL/NSDL in addition to 100% physical shares reported by the company.

Company has, replied on 10^th April 2023 explaining that the shares dematerialized in 200-01 by the depositories were still being reported though they had cut off connectivity and were not providing access to the data held by them as the company could not pay huge amount of arrears of charges, penalties and interest claimed by them. A hearing took place on the 31^st August 2023. The enquiry officer passed his order vide ORDER/AN/PR/2023-24/30203 dated28th March 2024 (received on 3^rd April 2024) imposing penalty of Rs.3,00,000/- on the Company which was paid on the10th May 2024.

b. At the last AGM Shareholders were informed about the Initial Public Notice (IPN) issued by the BSE proposing to delist the Company’s shares. Presently the “status quo” continues. The final delisting order has not yet been received.

14. MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting and agenda are circulated at least a week prior to the date of the meeting and includes detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions.

The Board met on six (06) occasions during the financial year which are as follows:,

30.05.2024, 13.08.2024, 06.09.2024, 13.11.2024, 06.01.2025 and 13.02.2025

15. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

Your Board has constituted the following Committees :

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholders’ Relationship Committee.

Brief details of all the Committees along with their charters, composition and functioning are provided in the “Report on Corporate Governance”, at part C of Ann II of this Annual Report. The Committees held following meetings during the year:

Name of the Committee Dates of the Meetings :

Audit Committee 30^th May 2024, 13^th August 2024, 6^th

Sep. 2024, 13^th Nov. 2024 and 13^th Feb. 2025.

Nomination and Remuneration Committee 6^th Sep. 2024, 31^st March 2025.

Stakeholders’ Relationship Committee 6^th September 2024..

16. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (3) (C ) OF THE CO.’S ACT2013.

The Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b. Appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit or Loss of the Company for the year,

c. Proper and sufficient care has been taken 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,

d. The annual accounts have been prepared on a going concern basis,

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

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

17. FRAUD REPORTING :

No frauds have been reported by the Auditors u/s 143(12) of Companies Act, 2013.

¹⁸- BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

The Independent Directors of the Company Mr. Dattatraya S. S. Amonkar DIN No 07132214 and Mr. Abhay Ganpat Dadarkar DIN No 06957764 have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director’ as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered to and complied with the Company’s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

The composition of the Board is in accordance with Regulation 17 of the SEBI Listing Regulation read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and Independent Directors. The detailed list of Directors of the Company has been disclosed as part of the Corporate Governance Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity.

As the trms of the existing Independent Directors as well as the Managing Director expired on the 31^st March 2025, two new Independent Directors were appointed at Board Meeting held on 30^th april 2025 and Ms. Sujata Mital was reappointed as MD for next 5 years along with another Director Mr. Vipul Gandhi.

All these appointments were later confirmed at the Extraordinary General Meeting held on 30^th July 2025.

Please refer to Para 12 above for Post Balancesheet developments.

19. SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report provided by CS Nisha & Associates, Practising Company Secretary (PCS) is appended as required under the Provisions of Sec.204(1) of the Companies Act, 2013.

20. BOARD COMMENTS/CLARIFICATIONS ON AUDITORS’ REMARKS IN THE AUD IT REPORT/SECRETARIAL AUDIT REPORT :

i) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shah Kailash Associates, Statutory Auditors, in their report made under Sec.143(3) of the Companies Act,2013.

ii) The board comments in response to the remarks of the Secretarial Auditor are given in Annexure I.

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND EVALUATION CRITERIA:

The Co.’s has formulated a Policy for Director’s appointment, remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act 2013. The Nomination and Remuneration committee is entrusted with the task of identifying, selection and recommending to the Board as regards tenure, terms, remuneration etc. It is detailed in Corporate Governance Report. No remuneration is paid to any Director other than Managing Director and CFO.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company had not extended any loans, made any investments or given guarantees or provided any security for loans extended to third parties covered by the provisions of sub- section (2) of Section 186 of the Companies Act, 2013.

22 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no related party transactions within the meaning of Section 188(1) of the Companies Act 2013, during the year. Hence there are no particulars to report in form AOC-2.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

There are no dividends lying unpaid or unclaimed for a period of seven years which are required to be transferred to Investor Education and Protection Fund (IEPF).

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREGIN EXCHANGE EARNING AND OUTGO:

a)	Conservation of energy	:	The Co.’s business is not energy intensive.
b)	Technology absorption	:	The Co.’s business is not technology intensive.

c)	Foreign exchange earnings and outgo.	:	NIL
			The Company had no transactions involving
			foreign currency during the year.

25. RISK MANAGEMENT POLICY:

The company had no business activity during the past financial year under report.

The main business activities of the company are Distribution of Biotechnology Products such as Diagnostic Tests, Antigens, antibodies, Reagents, Peptides, Enzymes, Toxins, Resins, Unusual Amino acids etc. relating to medical and pharma industry and Leasing of Refrigerated Containers. The Company has developed and implemented a risk management policy which identifies, assess, monitor and mitigate major risks which may threaten the existence of the Company. The same has also been adopted and discussed by the Audit Committee and Board of Directors of the Company and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelt out in the said policy.

The Company’s internal control systems are commensurate with the nature of its proposed businesses and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. COMPANY’S POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act 2013, relating to Corporate Social Responsibility are not applicable to the company.

27. MANNER OF FORMAL ANNUAL EVALUATION POLICY FOR BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i) Attendance of Board Meetings and Board Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its performance

iv) Providing perspectives and feedback going beyond information provided by the management

v) Commitment to shareholder and other stakeholder interests

The process involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board is not allowed to participate in the discussion of his / her evaluation.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organisation’s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed.

29. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year.

30. VIGIL MECHANISM :

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

31. DISCLOSURE UNDER REGULATION 34 (3):

The disclosures required to be made under regulation 34(3) of LODR, 2015 [Schedule V] forms part of this report as Annexure II.

32. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY,JOINT VENTURE AND ASSOCIATE COMPANIES AND THEIR PERFORMANCE :

There are no subsidiary companies as on March 31, 2025 within the meaning of Section 2(87) of the Companies Act, 2013 and there is no associate or joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”) as on March 31, 2025.

33. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

The Management’s Discussion and Analysis Report for the year under review, stipulated under LODR, 2015 forms Para B of Annexure II to the report.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year NO orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations. BSE had issued Initial Public Notice in national and local newspaper for Compulsory Delisting of Company’s equity shares on 24^th June 2023.

This is dealt with in para 13 of the Report.

35. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE ACT :

The details prescribed under Sec.197(12) and Rule 5(1) of the Co.’s (Appt. and Remuneration of Managerial Personnel) Rules are given in “Annexure III.

36. CEO & CFO CERTIFICATION :

Ms. Sujata Mital, Managing Director DIN 01826116 and Mr. Navin Sheth, Director & CFO DIN No.02501231, have provided the Certificate pursuant to provisions of Regulation 17(8) of the Listing Obligations Disclosure Requirements, 2015, to the Board which met on 30^th May 2025,

st

for considering the financial statements of the Co. relating to financial year ended 31 ^st March, 2025 and is appended at Annexure IV.

37. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Since the company has less than 10 workers, and No female employees, the provisions relating to constitution of an Internal Complaints Committee etc. under the above Act are not applicable to the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the standards laid as down in SS-1 and SS-2.

39. WEB-LINKS TO KEY DOCUMENTS AND POLICIES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following documents/policies are available on the website of the Company at www.ohminditalia.com:

1. Annual Return as required under Section 92(3) of the Companies Act, 2013 -

http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following documents/policies are available on the website of the Company at www.ohminditalia.com:

1. Annual Return as required under Section 92(3) of the Companies Act, 2013 -http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf

2. Annual Report for the Financial Year 2024-25 -http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2025.pdf

3. Policy on Related Party Transactions (RPT Policy) - www.ohminditalia.com

4. Vigil Mechanism / Whistle Blower Policy -https://www.ohminditalia.com/pdf/policy/vigill_mechanism.pdf

5. Nomination and Remuneration Policy -www.ohminditalia.com

40. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2025, the Company has not entered into any contracts, arrangements or transactions with related parties as defined under Section 188 of the Companies Act, 2013 read with applicable rules and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the requirement of disclosure in Form AOC-2 does not arise for the year under review.

The Company has in place a duly approved Policy on Related Party Transactions, which is in line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The said Policy is available on the Company’s website at the following link: http://www.ohminditalia.com/pdf/policies/RPT_Policy.pdf

The Audit Committee periodically reviews the framework and confirms that the Company has a proper mechanism in place for dealing with related party transactions, even though no such transactions were undertaken during the year under review.

41. ACKNOWLEDGEMENTS:

The Board of Directors thanks the Investors for their patience and faith shown by them during the period of extreme hardship for the Company.

---

Mar 31, 2024

Your Directors present the 38^th Annual Report and the Audited Accounts for the year ended on 31^st
March, 2024.

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER
REPORT:

st

The financial results for the year ended 31^st March 2024 and the corresponding figures for the
last year are as under:

Particulars	2023- 2024	2022- 2023
	Rs. In lacs	Rs. In lacs
Gross Income	0.00	0.00
Expenses	2.44	2.38
Extraordinary Items	0.00	0.00
Profit before Interest, Depreciation & Tax	- 2.44	- 2.38
Less: Finance Cost	0.00	0.00
Less: Depreciation & Amortization Expense	----	----
Less : Tax	----	----
Balance Profit/ Loss (-) carried to Balance Sheet	- 2.44	- 2.38

The Company had no manufacturing or trading activities during the period and has registered net
loss of Rs.2,44,000/- (Rupees Two lacs forty four thousand only).

2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:

The Company has incurred cash loss of Rs.2,44,000/- (Rupees Two lacs forty four thousand only)
and hence no comment has been offered as to Earning Per share. No amount is proposed to be
transferred to General Reserve.

3. DIVIDENDS:

The Company has not proposed any dividend in view of losses.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE
OF COMPANY’S AFFAIRS :

The Company had no manufacturing or trading activities during the period and has shown net loss of
Rs. 2,44,000/- (Rupees Two lacs forty four thousand only), during the period.

5. CHANGE IN THE NATURE OF BUSINES :

There is no change in the business of the company.

6. EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return is placed on the website of the
Company at the following link -

http://www.ohminditalia.com/pdf/annual report/Annual Report 31st March 2024.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company continues to be led by Ms. Sujata Mital and is well supported by the
Chief Financial Officer, other Board members and the compliance officer. Ms. Saachi Madnani
the Compliance Officer resigned w.e.f 14.10.2023. The Board appointed Ms. Sonam. A. Bhura
having Membership No 57723, as Company Secretary and Compliance Officer of the
Company with effect from January 03, 2024.

8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR
UNDER REPORT :

The Compliance officer and Company Secretary of the company resided w.e.f. 14.10.2023 and new
Compliance officer approved w.e.f.03.01.2024

9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Mr. Navin Sheth, Director of the Company retires at this Annual General Meeting and being
eligible has offered himself for re-election. As he is also appointed as CFO of the Company w.e.f.
16.04.2016, and has attained the age of 78 years, the resolution for his reappointment needs to be
passed as a Special Resolution. Accordingly, a Special Resolution along with the Explanatory
statement under Sec.102(1) and additional information in terms of LODR and SS-2 is furnished as
part of the Notice of the AGM.

10. AUDITORS:

In terms of Section 139 of the Act, M/s. Shah Kailash & Associates LLP, a Peer Reviewed firm of
CAs, were appointed as statutory auditors of the Company for a period of two years from the
conclusion of 37^th Annual General Meeting to the conclusion of 39th Annual General Meeting to
audit the books of the Company for the financial year from 2023-24 and 2024-25.

M/s. Shah Kailash & Associates LLP, Chartered Accountants, conducted the statutory audit for the
financial year 2023 - 24. There are no qualifications, reservations, adverse remarks or disclaimers
made by the Statutory Auditors in their Audit Report for the financial year 2023 - 24.

11. SECRETARIAL AUDITOR :

The Company had appointed CS Ms. Neetu Agrawal of Neetu Agrawal and Associates, PCS, as
the Secretarial Auditor for the financial years 2022-23 and 2023-24. However, due to her sudden
illness and inability to continue as of July 26, 2024, the Company needed to find a replacement.
Given the urgency of filing the “Share Capital Audit Report” under Regulation 55A of SEBI
(D&P) Regulations by July 30 for the quarter ending June 30, 2024, the Board approached Ms.
Nisha Gidwani of Nisha & Associates, a peer-reviewed PCS (Membership No. A45729 and COP
No. 16658), to provide the required certification. Additionally, Ms. Nisha is also appointed as the
Secretarial Auditor for the year ending March 31, 2024, and for all Secretarial Audit matters for
the financial year 2024-25. The Board approved her appointment at the Board Meeting held on
13 ^th August 2024. The Secretarial Audit Report provided by Ms. Nisha Gidwani is attached.

12. MATERIAL CHANGES & EVENTS SUBSEQUENT TO THE DATE OF
FINANCIAL STATEMENTS:

There were no material changes and commitments affecting the financial position of the Company
which occurred between the end of the financial year to which these financial statements relate and
the date of this report.

13. PENALTY BY SEBI/DELISTING BY BSE :

At the last AGM Shareholders were informed about the IPN issued by the BSE proposing to delist
the Company’s shares. Presently the “status quo” continues. The final delisting order has not yet
been received.

Notice etc. received from SEBI/others: SEBI has issued Show Cause Notice (SCN) vide SCN No.
SEBI/HO/EAD/EAD5/P/OW/2023/9535/1&2 dated March 03, 2023.

As informed by the Board, the SEBI issued SCN stated above seeking explanation from the
Company of various alleged violations including mismatch of figures in “Reconciliation of

Share Capital” since some 1,74,000 shares in Demat form were reported by CDSL/NSDL.
Company has, replied on 10^th April 2023 and a hearing took place on the 31^st August 2023.
The enquiry officer passed his order vide ORDER/AN/PR/2023-24/30203 dated28th March
2024 (received on 3^rd April 2024) imposing penalty of Rs.3,00,000/- on the Company which
was paid on the10th May 2024.

14. MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on Company / business policy and
strategy apart from other Board business. The notice of Board meeting and agenda are circulated
at least a week prior to the date of the meeting and includes detailed notes on the items to be
discussed at the meeting to enable the Directors to take informed decisions. The Board met on Ten
(10) occasions during the financial year which are as follows:, 13.04.2023, 29.05.2023,
10.07.2023, 14.08.2023, 08.09.2023, 07.10.2023, 14.11.2023, 08.12.2023, 03.01.2024 and
13.02.2024

15. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

Your Board has constituted the following Committees :

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholders’ Relationship Committee.

Brief details of all the Committees along with their charters, composition and functioning are
provided in the “Report on Corporate Governance”, at part C of Ann II of this Annual Report.

The Committees held following meetings during the year:

Name of the Committee Dates of the Meetings :

Audit Committee 29^th May 2023, 14^th August, 2023,

14^th November, 2023 and and 13^th
February, 2024.

Nomination and Remuneration Committee 07^th October, 2023.

Stakeholders’ Relationship Committee 07^th October, 2023.

16. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (3) (C )
OF THE CO.’S ACT2013.

The Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any,

b. Appropriate accounting policies have been selected and applied consistently and the
judgment and estimates made by them are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of financial year and of the Profit
or Loss of the Company for the year,

c. Proper and sufficient care has been taken 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,

d. The annual accounts have been prepared on a going concern basis,

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

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

17. FRAUD REPORTING :

No frauds have been reported by the Auditors u/s 143(12) of Companies Act, 2013.

¹⁸. BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

The Independent Directors of the Company Mr. Dattatraya S.S. Amonkar DIN No
07132214 and Mr. Abhay Ganpat Dadarkar DIN No 06957764 have confirmed to the Board that
they meet the criteria of independence as specified under Section 149(6) of the Act and that they
qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements
of ‘Independent Director’ as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, all the Independent Directors have affirmed that they have adhered and complied with the
Company’s Code of Conduct for Independent Directors which is framed in accordance with
Schedule IV of the Act.

The composition of the Board is in accordance with Regulation 17 of the SEBI Listing Regulation
read with Section 149 of the Act, with an appropriate combination of Non-Executive Directors and
Independent Directors. The detailed list of Directors of the Company has been disclosed as part of
the Corporate Governance Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience, expertise (including proficiency, as applicable) and hold highest
standards of integrity.

19. SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report provided by CS Nisha & Associates, Practising Company Secretary
(PCS) is appended as required under the Provisions of Sec.204(1) of the Companies Act, 2013.

20. BOARD COMMENTS/CLARIFICATIONS ON AUDITORS’ REMARKS IN THE AUDIT
REPORT/SECRETARIAL AUDIT REPORT :

i) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. CA
Shreyans Shah, Statutory Auditors, in their report made under Sec.143(3) of the Companies
Act,2013.

ii) The board comments in response to the remarks of the Secretarial Auditor are given in
Annexure I. The Company could not fulfil some of the requirement due to extreme financial
hardship including dematerialisation of shares and maintenance of DN Database. .

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,
REMUNERATION AND EVALUATION CRITERIA:

The Co.’s has formulated a Policy for Director’s appointment, remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under Section 178(3) of the Companies Act 2013. The Nomination and Remuneration
committee is entrusted with the task of identifying, selection and recommending to the Board as
regards tenure, terms, remuneration etc. It is detailed in Corporate Governance Report. No
remuneration is paid to any Director other than Managing Director and CFO.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:

The Company had not extended any loans, made any investments or given guarantees or provided
any security for loans extended to third parties covered by the provisions of sub- section (2) of
Section 186 of the Companies Act, 2013.

22 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

There were no related party transactions within the meaning of Section 188(1) of the Companies
Act 2013, during the year. Hence there are no particulars to report in form AOC-2.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

There are no dividends lying unpaid or unclaimed for a period of seven years which are required
to be transferred to Investor Education and Protection Fund (IEPF).

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREGIN
EXCHANGE EARNING AND OUTGO:

a)	Conservation of energy	:	The Co.’s business is not energy intensive.
b)	Technology absorption	:	The Co.’s business is not technology intensive.
c)	Foreign exchange earnings and outgo.	:	NIL The Company had no transactions involving foreign currency during the year.

25. RISK MANAGEMENT POLICY:

The company had no business activity during the past financial year under report.

The main business activities of the company are Distribution of Biotechnology Products such as
Diagnostic Tests, Antigens, antibodies, Reagents, Peptides, Enzymes, Toxins, Resins, Unusual
Amino acids etc. relating to medical and pharma industry and Leasing of Refrigerated Containers.
The Company has developed and implemented a risk management policy which identifies, assess,
monitor and mitigate major risks which may threaten the existence of the Company. The same has
also been adopted and discussed by the Audit Committee and Board of Directors of the Company
and is also subject to its review from time to time. Risk mitigation process and measures have been
also formulated and clearly spelt out in the said policy.

The Company’s internal control systems are commensurate with the nature of its proposed
businesses and the size and complexity of its operations. These are routinely tested and certified
by Statutory as well as Internal Auditors.

Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. COMPANY’S POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act 2013, relating to Corporate Social
Responsibility are not applicable to the company.

27. MANNER OF FORMAL ANNUAL EVALUATION POLICY FOR BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS :

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

i) Attendance of Board Meetings and Board Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its
performance

iv) Providing perspectives and feedback going beyond information provided by the
management

v) Commitment to shareholder and other stakeholder interests

The process involves self-evaluation by the Board Member and subsequent assessment by the
Board of Directors. A member of the Board is not allowed to participate in the discussion of his /
her evaluation.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Board has adopted accounting policies which are in line with Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and
completeness of the accounting records and timely preparation of reliable financial information,
commensurate with the size, scale and complexity of operations and ensures compliance with
various policies and statutes in keeping with the organisation’s pace of growth, increasing
complexity of operations, prevention and detection of frauds and errors. The design and
effectiveness of key controls were tested and no material weaknesses were observed.

29. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year.

30. VIGIL MECHANISM :

The Company has established a vigil mechanism for Directors and employees to report their
genuine concerns. The Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has also provided direct
access to the Chairman of the Audit Committee on reporting issues concerning the interests of co
employees and the Company.

31. DISCLOSURE UNDER REGULATION 34 (3):

The disclosures required to be made under regulation 34(3) of LODR, 2015 [Schedule V] forms part
of this report as Annexure II.

32. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY,

JOINT VENTURE AND ASSOCIATE COMPANIES AND THEIR
PERFORMANCE :

There are no subsidiary companies as on March 31, 2024 within the meaning of Section 2(87) of
the Companies Act, 2013 and there is no associate or joint Venture Company within the meaning
of Section 2(6) of the Companies Act, 2013 (“Act”) as on March 31, 2024.

33. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

The Management’s Discussion and Analysis Report for the year under review, stipulated under
LODR, 2015 forms Para B of Annexure II to the report.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year NO orders were passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations. BSE had issued Initial Public Notice in national
and local newspaper for Compulsory Delisting of Company’s equity shares on 24^th June 2023.

This is dealt with in para 14 of the Report.

35. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE
ACT :

The details prescribed under Sec.197(12) and Rule 5(1) of the Co.’s (Appt. and
Remuneration of Managerial Personnel) Rules are given in “Annexure III.

36. CEO & CFO CERTIFICATION :

Ms. Sujata Mital, Managing Director DIN 01826116 and Mr. Navin Sheth, Director & CFO DIN
No.02501231, have provided the Certificate pursuant to provisions of Regulation 17(8) of the
Listing Obligations Disclosure Requirements, 2015, to the Board which met on 30^th May 2024,

st

for considering the financial statements of the Co. relating to financial year ended 31^st March,
2024 and is appended at Annexure IV.

37. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Since the company has less than 10 workers, and No female employees, the provisions relating to
constitution of an

Internal Complaints Committee etc. under the above Act are not applicable to the Company.

38. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the standards laid as down in SS-1
and SS-2.

38. ACKNOWLEDGEMENTS:

The Board of Directors thanks the Investors for their patience and faith shown by them
during the period of extreme hardship for the Company.

For and on behalf of the Board
Sd/- Sd/-

Place : Mumbai Managing Director Director and Chief

Finance Officer

Date : 06/09/2024 DIN 01826116 DIN 02501231

---

Sep 30, 2014

Dear members,

The Directors present their 28th Annual Report and the Audited Accounts for the year ended on 30th September 2014.

1. ACCOUNTS:

The accounts cover the period of 12 months from 1st Oct 2013 to 30th Sept 2014. The Company had no manufacturing or trading activities during the period and has incurred net loss of Rs.1,24,95,669/- (Rupees One Crore Twenty Four Lacs, Ninety Five Thousand, Six Hundred & Sixty Nine Only) during the period on account of administrative expenses including defending the appeals filed by the Department of Central Excise & Customs and prior period income tax dues.

2. NEW BUSINESSES:

The Company hopes to conclude all pending litigations during the ensuing year and take up new business activity mostly in the Biotech and/or Pharma sector.

3. DIVIDENDS:

Since the Company has incurred substantial losses your Board is unable to recommend any dividend for the year under review.

4. AUDITOR''S REMARKS UNDER SECTION 217(3):

The Auditor''s remarks on the Audited Annual Accounts are self-explanatory and do not call for any further explanations in this regard.

5. EPS etc.:

There being no manufacturing or other activity, no comments are offered as regards EPS, turnover and profitability etc.

6. AUDITORS:

M/s. V. S. Patangia & Co the Company''s Auditors shall cease to hold office at the conclusion of Annual General Meeting and being eligible, have offered to continue their services for the next year. You are requested to appoint the Auditors and authorize the Board to fix their remuneration.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act 1956, the Directors State:

i. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. That appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit or Loss of the Company for the year.

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.

8. SHARE CERTIFICATES:

As the company is unable to bear the expenses of dematerialization, the Board of Directors have decided to retain the share data, certificates, members register etc. in physical form and have intimated the SEBI, BSE, NSDL and CDSL accordingly. Members are requested to send all correspondence regarding shareholding, enquiries about Dividends, Non-Receipt of Annual Report, change of Address etc. to the Registered Office of the company.

9. STATEMENT ON CORPORATE GOVERNANCE:

Though an erstwhile listed company, due to extreme financial distress and non -completion of its project, the company could not ensure compliance with the listing requirements of the Stock Exchange(s). As a result, its shares continue to be suspended from trading The Company is, however, attending to all requests from its members for transfers, transmission, change of address, issue of duplicate shares etc. by carrying out necessary transfer work etc. in house and there are no requests pending for more than 30 days enabling the Company to comply with listing requirements in this regard.

Due to financial difficulties the company is unable to pay the fees and other expenses to directors. Consequently, the company is unable to obtain the services of eminent and qualified independent Directors as required in terms of Clause 49 of the Listing Agreements. Neither could the company form the various committees for ensuring Corporate Governance stipulated under the Clause 49. Since there is no business activity being carried on, except for contesting legal matters the need for formation of such committees for corporate governance is not felt.

The Corporate Governance Report required to be submitted under the said Clause could not, therefore, be presented with the Annual Accounts. A Certificate from M/s. V. S. Patangia & Co, the Auditors, to this effect is attached.

10. DEPOSITS:

The Company has not accepted any deposits from the Public during the year.

11. LOANS:

The Company has taken unsecured loans from Directors and members for furthering the affairs of the Company, till the problems are sorted out.

12. EMPLOYEES:

There being no employee who is in receipt of remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956, the information required under the said section is not given.

13. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION:

Since the Company did not have any manufacturing activity during the year under review, the particulars of conservation of energy and technology absorption are not furnished.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - Nil

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai SUJATA MITTAL PADMA MITAL Date:29th November 2014 (Director) (Director) DIN No. 01826116 DIN No. 02222219

---

Sep 30, 2013

The Directors present their 27th Annual Report and the Audited Accounts for the year ended on 30th September 2013.

1. ACCOUNTS :

The accounts cover the period of 12 months from 1st Oct 2012 to 30th Sept 2013. The Company had no manufacturing or trading activities during the period and has incurred net loss of Rs.17,07,883/- (Rupees Seventeen Lacs Seven Thousand Eight Hundred Eighty Three Only) during the period on account of administrative expenses including defending the appeals filed by the Department of Central Excise & Customs and prior period income tax dues.

2. NEW BUSINESSES :

The Company hopes to conclude all pending litigations during the ensuing year and take up new business activity mostly in the Biotech and/or Pharma sector.

3. DIVIDENDS :

Since the Company has incurred substantial losses your Board is unable to recommend any dividend for the year under review.

4. AUDITOR''S REMARKS UNDER SECTION 217(3) :

The Auditor''s remarks on the Audited Annual Accounts are self-explanatory and do not call for any further explanations in this regard.

5. FINANCE :

Most of the Company''s funds are locked up under lien marked favouring the Department of Central Excise and Customs who have filed appeals against the Order dated 20th July 2009 passed by Commissioner of Central Excise & Customs, Raigad allowing export of the company''s machinery. The appeal was rejected by the CESTAT. However the department is yet to release the lien and cancel the third party sureities of Sika India Pvt. Ltd. Your Directors are making all efforts to get the above securities discharged at the earliest.

6. EPS etc. :

There being no manufacturing or other activity, no comments are offered as regards EPS, turnover and profitability etc.

7. AUDITORS :

M/s. V. S. Patangia & Co the Company''s Auditors shall cease to hold office at the conclusion of Annual General Meeting and being eligible, have offered to continue their services for the next year. You are requested to appoint the Auditors and authorize the Board to fix their remuneration.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act 1956, the Directors State:

i. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. That appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit or Loss of the Company for the year.

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.

9. SHARE CERTIFICATES :

As the company is unable to bear the expenses of dematerialization, the Board of Directors have decided to retain the share data, certificates, members register etc. in physical form and have intimated the SEBI, BSE, NSDL and CDSL accordingly. Members are requested to send all correspondence regarding shareholding, enquiries about Dividends, Non-Receipt of Annual Report, change of Address etc. to the Registered Office of the company.

10. STATEMENT ON CORPORATE GOVERNANCE :

Though an erstwhile listed company, due to extreme financial distress and non -completion of its project, the company could not ensure compliance with the listing requirements of the Stock Exchange(s). As a result, its shares continue to be suspended from tradingThe Company is, however, attending to all requests from its members for transfers, transmission, change of address, issue of duplicate shares etc. by carrying out necessary transfer work etc. in house and there are no requests pending for more than 30 days enabling the Company to comply with listing requirements in this regard.

Due to financial difficulties the company is unable to pay the fees and other expenses to directors. Consequently, the company is unable to obtain the services of eminent and qualified independent Directors as required in terms of Clause 49 of the Listing Agreements. Neither could the company form the various committees for ensuring Corporate Governance stipulated under the Clause 49. Since there is no business activity being carried on, except for contesting legal matters the need for formation of such committees for corporate governance is not felt.

The Corporate Governance Report required to be submitted under the said Clause could not, therefore, be presented with the Annual Accounts. A Certificate from M/s. V. S. Patangia & Co, the Auditors, to this effect is attached.

11. DEPOSITS :

The Company has not accepted any deposits from the Public during the year.

12. LOANS :

The Company has taken unsecured loans from Directors and members for furthering the affairs of the Company, till the problems are sorted out.

13. EMPLOYEES :

There being no employee who is in receipt of remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956, the information required under the said section is not given.

14. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION :

Since the Company did not have any manufacturing activity during the year under review, the particulars of conservation of energy and technology absorption are not furnished.

15. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earnings – Nil Foreign Exchange Outgo – Nil

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Mumbai SUJATA MITTAL PADMA MITAL

Date :29th November 2013 (Director) (Director)

---

Sep 30, 2012

The Directors present their 26th Annual Report and the Audited Accounts for the year ended on 30th September 2012.

1. ACCOUNTS :

The accounts cover the period of 12 months from 1st Oct 2011 to 30th Sept 2012. The Company had no manufacturing or trading activities during the period and has incurred net loss of Rs.11,35,532/- (Rupees Eleven Lacs Thirty Five Thousand Five Hundred Thirty Two Only) during the period on account of administrative expenses including defending the appeals filed by the Department of Central Excise & Customs and prior period income tax dues.

2. NEW BUSINESSES :

The Company expects to conclude all pending litigations during the ensuing year and take up new business activity mostly in the Biotech and/or Pharma sector.

3. DIVIDENDS :

Since the Company has incurred substantial losses your Board is unable to recommend any dividend for the year under review.

4. AUDITOR''S REMARKS UNDER SECTION 217(3) :

The Auditor''s remarks on the Audited Annual Accounts are self-explanatory and do not call for any further explanations in this regard.

5. FINANCE :

Most of the Company''s funds are locked up under lien marked favouring the Department of Central Excise and Customs who have filed appeals against the Order dated 20th July 2009 passed by Commissioner of Central Excise & Customs, Raigad allowing export of the company''s machinery.

The appeal has not yet come up for hearing. The department had allowed export of machinery by marking its lien on the export receivables deposited with the Company''s bank. Your Directors are making all efforts to secure expeditious decision in the matter.

There being no manufacturing or other activity, no comments are offered as regards EPS, turnover and profitability etc.

6. AUDITORS :

M/s. V. S. Patangia & Co the Company''s Auditors shall cease to hold office at the conclusion of Annual General Meeting and being eligible, have offered to continue their services for the next year. You are requested to appoint the Auditors and authorize the Board to fix their remuneration.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act 1956, the Directors State:

i. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. That appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit or Loss of the Company for the year.

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.

8. SHARE CERTIFICATES :

As the company is unable to bear the expenses of dematerialization, the Board of Directors have decided to retain the share data, certificates, members register etc. in physical form and have intimated the SEBI, BSE, NSDL and CDSL accordingly. Members are requested to send all correspondence regarding shareholding, enquiries about Dividends, Non-Receipt of Annual Report, change of Address etc. to the Registered Office of the company.

9. STATEMENT ON CORPORATE GOVERNANCE :

Though an erstwhile listed company, due to extreme financial distress and non -completion of its project, the company could not ensure compliance with the listing requirements of the Stock Exchange(s). As a result, its shares continue to be suspended from trading. The Company is, however, attending to all requests from its members for transfers, transmission, change of address, issue of duplicate shares etc. by carrying out necessary transfer work etc. in house and there are no requests pending for more than 30 days enabling the Company to comply with listing requirements in this regard.

Due to financial difficulties the company is unable to pay the fees and other expenses to directors. Consequently, the company is unable to obtain the services of eminent and qualified independent Directors as required in terms of Clause 49 of the Listing Agreements. Neither could the company form the various committees for ensuring Corporate Governance stipulated under the Clause 49. Since there is no business activity being carried on, except for contesting legal matters the need for formation of such committees for corporate governance is not felt.

The Corporate Governance Report required to be submitted under the said Clause could not, therefore, be presented with the Annual Accounts. A Certificate from M/s. V. S. Patangia & Co, the Auditors, to this effect is attached.

10. DEPOSITS :

The Company has not accepted any deposits from the Public during the year.

11. LOANS :

The Company has taken unsecured loans from Directors and members for furthering the affairs of the Company, till the problems are sorted out.

12. EMPLOYEES :

There being no employee who is in receipt of remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956, the information required under the said section is not given.

13. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION :

Since the Company did not have any manufacturing activity during the year under review, the particulars of conservation of energy and technology absorption are not furnished.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Foreign Exchange Earnings - US $ 19,975

Foreign Exchange Outgo - Nil

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Mumbai SUJATA MITAL PADMA MITAL

Date :1st December 2012 (Director) (Director)

---

Sep 30, 2011

The Directors present their 25th Annual Report and the Audited Accounts for the year ended on 30th September 2011.

1. ACCOUNTS :

The accounts cover the period of 12 months from 1st October 2010 to 30th Sept. 2011. The Company had no manufacturing or trading activities during the period and has incurred net loss of Rs.27,57,537/- (Rs. Twenty Seven Lacs Fifty Seven Thousand Five Hundred Thirty Seven Only) during the period on account of administrative expenses including for defending the litigations filed by the Department of Central Excise & Customs.

2. NEW BUSINESES :

The Company expects to conclude all pending litigations during the ensuing year and take up new business activity mostly in the Biotech and/or Pharma sector.

3. DIVIDENDS :

Since the Company has incurred substantial losses your Board is unable to recommend any dividend for the year under review.

4. AUDITOR'S REMARKS UNDER SECTION 217(3):

The Auditor's remarks on the Audited Annual Accounts are self-explanatory and do not call for any further explanations in this regard.

5. FINANCE :

Most of the Company's funds are locked up under lien marked favoring the Department of Central Excise and Customs who have filed appeals against the Order dated 20th July, 2009 passed by Commissioner of Central Excise & Customs, Raigad allowing export of the company's machinery.

The appeal has not yet come up for hearing. The department had allowed export of machinery by marking its lien on the export receivables deposited with the Company's bank. Your Directors are making all efforts to secure expeditious decision in the matter.

There being no manufacturing or other activity, no comments are offered as regards EPS, turnover & profitability etc.

6. AUDITORS:

M/s. V. S. Patangia & Co the Company's Auditors shall cease to hold office at the conclusion of Annual General Meeting and being eligible, have offered to continue their services for the next year. You are requested to appoint the Auditors and authorize the Board to fix their remuneration.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act 1956, the Directors State: i. That in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii. That appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the Profit or Loss of the Company for the year.

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.

8. STATEMENT ON CORPORATE GOVERNANCE :

Though an erstwhile listed company, due to extreme financial distress and non - completion of its project, the company could not ensure compliance with the listing requirements of the Stock Exchange(s). As a result, its shares were suspended from trading. The Company has since attended all pending complaints from its members by carrying out necessary share transfer work etc. in house.

Due to financial difficulties the company is unable to pay the fees and other expenses to directors. Consequently, the company is unable to obtain the services of eminent and qualified independent directors as required in terms of clause 49 of the listing agreements, neither could the company form the various committees stipulated under the same clause.

The Corporate Governance Report required to be submitted under the said clause could not, therefore, be presented with the Annual Accounts. A Certificate from M/s. V. S. Patangia & Co, the Auditors, to this effect is attached.

9. SHARE CERTIFICATES :

As the company is unable to bear the expenses of dematerialization, the Board of Directors have decided to retain the share data, certificates, members register etc. in physical form and have intimated the SEBI, NSDL and CDSL accordingly. Members are requested to send all correspondence regarding shareholding, enquiries about Dividends, Non-Receipt of Annual Report, change of Address etc. to the Registered Office at Mumbai.

10. DEPOSITS :

The Company has not accepted any deposits from the Public during the year.

11. LOANS :

The Company has taken unsecured loans from Directors and members for furthering the affairs of the Company, till the problems are sorted out.

12. EMPLOYEES :

There being no employee who is in receipt of remuneration in excess of limits prescribed under section 217(2A) of the Companies Act, 1956, the information required under the said section is not given.

13. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION :

Since the Company did not have any manufacturing activity during the year under review, the particulars of conservation of energy and technology absorption are not furnished.



For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Mumbai SUJATA MITAL PADMA MITAL

Date : 2nd December 2011 Director Director