Directors Report of International Data Management Ltd.

Mar 31, 2025

The Board of Directors of the Company presents herewith the
48^thAnnual Report together with the Audited Accounts of the
Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company are
as follows:

Particulars	Financial Year Ended March 31, 2025	Financial Year Ended March 31, 2024
Total Income	0.60	0
Total Expenses	13.43	17.44
Profit/ (Loss)	(12.83)	(17.44)
Depreciation	0	0
Profit/ (Loss) Before finance Cost	(12.83)	(17.44)
Finance Cost	0	0
Profit/ (Loss) Before Exceptional Items	(12.83)	(17.44)
Exceptional items	0	0
Profit/ (Loss) Before Tax	(12.83)	(17.44)
Tax Expense	0	0.03
Profit/ (Loss) After Tax	(12.83)	(17.47)

2. STATE OF COMPANY’S AFFAIRS/OPERATIONS

During the year under review loss of Rs.12.83 Lacshas
been reported by the Company as against the loss of
Rs.17.47Lacs for the previous year.

No business could be undertaken due to paucity of
working capital and other business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review
and past accumulatedlosses, the Board of Directors of
the Company does not recommend any dividend for the
financial year ended March 31,2025.

4. RESERVES & SURPLUS

In absence of profits during the year under review, no
amount has been transferred to reserves.

5. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of the Section 92(3) and
134(3)(a) of the Companies Act, 2013 the Annual Return
of the Company is available on the website of the
Company athttps://idmlimited.in/annual-return/

6. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of
the Company during the year under review.

7. MEETINGS OF THE BOARD

During financialyear 2024-25, the Board met 5 (Five)
timeson the below mentioned dates:

I. 27^th May 2024;

II. 12^thAugust, 2024;

III. 12^th November, 2024;

IV. 11^thFebruary, 2025; and

V. 29^th March, 2025

The gap between two Board meetings did not exceed one
hundred and twenty days. The following table mentions
the record of attendance at the Board Meetings:

Name of the Director	No. of Board Meetings held	No. of Board Meetings attended
Mr. Sunil K Shrivastava	5	5
Mr. Sashi Sekhar Mishra	5	5
Ms. Rita Gupta	5	5
Mr. P S Ravishankar*	5	5
Mr. Suresh Chand Sharma*	5	5

*ceased to be Non-executive Independent Director w.e.f. 30^th
March, 2025.

8. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES

During the financial year ended March 31, 2025, the
Company had no holding, subsidiary, associate or joint
venture company. In view of this Form AOC-1 is not
attached with the financial statements of the Company.

The Company is an Associate Company of HCL
Corporation Private Limited (“HCL Corporation”) as per
the provisions of section 2(6) of the Companies Act,
2013.During the period under review, the Company
received an intimation under Regulation 30A read with
Clause 5A of Para A of Part A of Schedule III of SEBI
(LODR) Regulations, 2015, regarding a gift deed dated
6^th March, 2025, executed by Mr. Shiv Nadar in favor of his
daughter, Ms. Roshni Nadar Malhotra for the transfer of
his 47% shareholding in HCL Corporation, Promoter
Company. Consequent to the aforesaid transfer, Ms.
Roshni Nadar Malhotra has acquired control and become
the majority shareholder of hCl Corporation. SEBI has
granted an exemption order under Regulation 11 of the
SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, and accordingly, no open offer
obligation was triggered.

9. SHARE CAPITAL: There was no change in the share
capital of the Company during the year under review.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its
own shares - NIL

10. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the
financial year ended at 31^st March, 2025; the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, wherever applicable;

ii. appropriate accounting policies have been selected
and applied consistently and that the judgments and
estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31,2025 and of the lossof the
Company for the said period;

iii. 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;

iv. in view of expected future business, the annual
accounts for the financial year ended on 31^st March,
2025 have been prepared on a going concern basis;

v. the internal financial controls were followed by the
Company and that internal financial controls are
adequate and were operating effectively; and

vi. proper systems were devised to ensure compliance
with the provision of all applicable laws and the
systems were adequate and operating effectively.

11. SECRETARIAL STANDARD

The Company complies with all applicable secretarial
standards as issued by the Institute of Company
Secretaries of India.

12. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013, that they
meet the criteria of independence as laid out in sub¬
section (6) of Section 149 of the Companies Act, 2013
and Regulation 25 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

13. MANAGEMENT’S DISCUSSION AND ANAYLSIS

Since the Company does not have any operations during
the year under review, therefore there is no data to be
reported under Management Discussion and Analysis as
required in terms of the provisions of Regulation 34 of the
Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirement) Regulations,
2015.

14. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the
provisions related to Corporate Governance are not
applicable on the “Companies having paid up equity
share capital not exceeding Rs. 10 crores and Net Worth
not exceeding Rs. 25 crores, as on the last day of the
previous financial year”. Since the Company fulfils the
criteria(s) as mentioned above, the Company is
exempted from complying with the Corporate
Governance provisions as envisaged under the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 and therefore report on Corporate
Governance for the year under review is not required to
be enclosed along with this report.

15. COMPENSATION POLICY FOR BOARD AND SENIOR
MANAGEMENT

Based on the recommendations of the Nomination and
Remuneration Committee, the Board had approved the
Nomination and Remuneration Policy for Directors, KMP,
Senior Management and other employees of the
Company. The Nomination and Remuneration Policy is
annexed to this report as Annexure 1.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not given
any loan, provided guarantees or made investments
under the provisions of Section 186 of the Companies
Act, 2013.

17. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not
entered into any contract or arrangement with any related
party attracting the provisions of Section 188 of the
Companies Act, 2013. In view of this Form AOC-2 is not
attached with this report.

Further, there have been no materially significant related
party transactions between the Company and the
Directors, the management, the associate or the relatives
except for those disclosed in the financial statements.

18. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of the financial year
of the Company to which the financial statements relate
and the date of this report, there were no material
changes and commitments that affects the financial
position of the Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation:

Pursuant to Section 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013, one
third of such of the directors as are liable to retire by
rotation, shall retire at every Annual General
Meeting. The retiring directors may offer themselves

for re-appointment at every Annual General
Meeting. Accordingly, Mr.Sunil Kumar Shrivastava,
Director,shall retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for
re-appointment in accordance with the provisions of
Companies Act, 2013.

B. Change in Directors:

• The second consecutive term of appointment of
Mr. P S Ravishankar (DIN 00016364) and Mr.
Suresh Chand Sharma (DIN 02435235) as Non¬
executive Independent Director(s) of the
Company ended on 30^thMarch, 2025.
Consequently, Mr. P S Ravishankar and Mr.
Suresh Chand Sharma ceased to be Non¬
executive Independent Director(s) of the
Company with effect from 30^thMarch, 2025.

• Based on the recommendation of the
Nomination and Remuneration Committee, the
Board of Directors in its meeting held on
29^thMarch, 2025, appointed Mr. Vikram Shastry
and Ms. Pamela Srivastava as Non-executive
Independent Directors of the Company for a
period of five (5) years w.e.f. 31st March, 2025.
Further, the Board also approved re¬
appointment of Mr. Sashi Sekhar Mishra,
Director of the Company as the Manager for a
period of five (5) years w.e.f. 31^st March, 2025 to
30^th March, 2030. The aforesaid appointments
were subject to the approval of the shareholders
of the Company which was sought through
postal ballot. The shareholders of the Company
approved the aforesaid appointment of both the
Independent Directors and reappointment of
manager with requisite majority and the result of
postal ballot was declared on 30^th June, 2025.
Except as mentioned above there was no other
change in the Directors or Key Managerial
Personnel of the Company, during the period
under review.

C. Formal Annual Evaluation: The Board has carried
out an evaluation of its own performance, the
Directors individually and the evaluation of the
working of its Audit Committee, Nomination &
Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholder
Relationship Committee.

20. COMMITTEES OF BOARD:

A. Audit Committee:

The Audit Committee which was constituted on
March 31,2015, was re-constituted on February 12,
2019 and March 29, 2025. The Committee has
adopted a Charter for its functioning. The primary
objective of the Committee is to monitor and provide
effective supervision of the Management’s financial
reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency,
integrity and quality of financial reporting.

The Committee met 4 (Four) times during the
Financial Year 2024-25 on 27^th May, 2024; 12^th
August, 2024; 12^th November, 2024 and 11^th
February, 2025. As on the date of this report, the
Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry*	Independent Director	Chairman
2	Ms. Pamela Srivastava*	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma
and Mr. P S Ravishankar ceased to be members w.e.f. 30
March, 2025.

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was
constituted on March 31, 2015,was re-constituted on
February 12, 2019 and March 29, 2025. The Committee
has adopted a Charter for its functioning. The primary
objective of the Committee is to recommend suggestions
to the Board of Directors pertaining to the Remuneration
Policy for Directors, KMP and all other employees of the
Company.

The Committee met 2 (Two) times during the Financial
Year 2024-25 on 27^th May, 2024 and March 29, 2025. As
on the date of this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry*	Independent Director	Chairman
2	Ms. Pamela Srivastava*	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma
and Mr. P S Ravishankar ceased to be members w.e.f. 30
March, 2025.

The Nomination and Remuneration Policy of the
Company is Annexed to this Report as Annexure 1.

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was
constituted on March 31, 2015, was re-constituted on
February 12, 2019 and March 29, 2025.The Committee
has adopted a Charter for its functioning. The primary
objective of the Committee is to consider and resolve the
grievances of Security Holders of the Company.

During the Financial Year 2024-25, the Committee met 4
(four) times on 27^th May, 2024; 12^th August, 2024; 12^th
November, 2024 and 11^th February, 2025. As on the date
of this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry*	Independent Director	Chairman
2	Ms. Pamela Srivastava*	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma
and Mr. P S Ravishankar ceased to be members w.e.f. 30
March, 2025.

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was
constituted on February 12, 2019, was re-constituted on
March 29, 2025.During the Financial Year 2024-25, the
Committee met once on 27^th May, 2024. As on the date of
this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry*	Independent Director	Chairman
2	Ms. Pamela Srivastava*	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

‘inducted w.e.f. 31 March, 2025. Mr. Suresh Chand Sharma
and Mr. P S Ravishankar ceased to be members w.e.f. 30
March, 2025.

The CSR Policy of the Company can be viewed at
https://idmlimited.in/policies-2/

A brief outline of the CSR Policy of the Company and
other details as required in prescribed under Companies
(Corporate Social Responsibility Policy) Amendment
Rules, 2021 are set out in Annexure 2 of this Report.

21. Vigil Mechanism

The Board at its meeting held on March 31, 2015,
approved the Vigil Mechanism that provides a formal
mechanism for all Directors, employees and vendors of
the Company to report genuine concerns or grievances
about unethical behavior, actual or suspected fraud or
violation of the Company’s Code of Conduct.

The Vigil mechanism provides a channel to the
employees, Directors etc to report to the management
concerns about unethical behavior, actual or suspected
fraud or violation of the Code of Conduct or legal or
regulatory requirements incorrect or misrepresentation of
any financial statements and reports, etc. The Vigil
Mechanismpolicy of the Company is available on the
C o m p a n y ’ s w e b s i t e a t b e l o w l i n k :
https://idmlimited.in/policies-2/

No individual was denied access to the Audit Committee
for reporting concerns, if any, during the year under
review. Further, the Vigil Mechanism prescribes
adequate safeguard against the victimization.

During the year under review, no compliant was received
from any Whistle Blower.

22. Independent Director’s meeting

In compliance with Schedule IV to the Companies Act,
2013 and regulation 25 (3) of the SEBI Listing
Regulations, 2015, a separate meeting of the
independent directors was convened on11^th February,
2025.Without the attendance of non-independent
directors and members of management, inter alia,
theindependent directors discussed the following:

I. Review the performance of non-independent directors
and the board as a whole;

ii. Review the performance of the chairperson of the
Company, taking into account the views of executive
directors and non-executive directors;

iii. Assess the quality, quantity and timeliness of flow of
information between the Company Management and the
board that is necessary for the Board to effectively and
reasonably perform their duties; and

iv. Review the responsibility of independent directors with
regards to internal financial controls.

23. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

Pursuant to the recommendation of the Audit Committee
and the Board of Directors, the shareholdersat the 47^th
Annual General Meeting of the Company held on 26^th
September, 2024, approved the appointment of M/s. V.
Nagarajan & Co., Chartered Accountants, (Firm
Registration No. 004879N) as the Statutory Auditors of
the Company, for a period of 5 (Five) consecutive years
from the conclusion of the 47^th Annual General Meeting till
the conclusion of the 52^nd Annual General Meeting to be
held in the year 2029.

The Auditors’ Report with notes to accounts are self¬
explanatory and, therefore, do not call for further
comments. The Audit Report does not contain any
qualification, reservation or adverse remarks.

Internal Auditors

The Board of Directors based on the recommendation of
the Audit Committee, had appointed Mr. Nitin Agarwal
(M.No 433893) a qualified Chartered Accountant as the
Internal Auditors of the Company for the financial year
2024-25.

Secretarial Auditor

The Board has appointed M/s Rana & Associates,
Practicing Company Secretaries (CP No. 22302) to
conduct the secretarial audit for the financial year 2024¬
25 i.e. from 1^stApril, 2024 to 31^st March, 2025. The
Secretarial Audit report is annexed herewith marked as
Annexure 3 to this report.

The Secretarial Auditor in his report has mentioned that
as per Regulation 6 (1) of SEBI (LODR) Regulations,
2015, (Regulations/circulars/guidelines Compliance

Officer shall be an officer, who is in whole time including
specific clause) employment of the listed entity, not more
than one level below the board of directors and shall be
designated as a Key Managerial Personnel. The
Compliance Officer is not in whole time employment of
the listed entity.

The Management of the Company is commitment to
comply with the applicable laws/regulations in its true
spirit. Since the Company does not have any operations,
the role of the Company Secretary and Compliance
Officer has been fulfilled by deputation of a qualified
Company Secretary from the Group Company on a full¬
time basis, who directly reports to the Board of Directors
of the Company. This arrangement ensures effective
compliance oversight, notwithstanding the technical
requirement under Regulation 6(1) of SEBI (LODR)
Regulations, 2015.

Based on the recommendation of the Audit Committee,
the Board of Directors at their meeting held on 12 August,
2025 had approved the appointment of M/s Rana &
Associates, Company Secretaries (Peer Review No.
5647/2024) as Secretarial Auditor of the Company for a
term of 5 (five) consecutive years from the financial year
2025-26 till 2029-30, subject to the approval of
Shareholders at the ensuing Annual General Meeting of
the Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Considering the nature of activities of your Company and
fact that there has been no business in the Company
during the year under review, there are no particulars to
be furnished in respect of conservation of energy and
technology absorption. There were no foreign exchange
earning and outgo during the year under review.

25. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees
covered under section 197 of the Companies Act, 2013
read with the Companies (Appointment and
Remuneration of managerial Personnel) Rules, 2014.
Due to paucity of resources, no remuneration was paid to
managerial personnel & KMPs of the Company, during
the year under review. In view of above, the statement of
disclosure of Remuneration as required under Section
197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (‘Rules’), is not applicable for the
period under review.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has in place adequate internal financial

controls commensurate with the volume of the
transactions of the Company and are operating
effectively. During the year under review, such controls
were tested and no reportable material weakness was
observed.

27. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act,
2013, the Company has laid down Risk Management
Policy to inform Board Members about the risk
assessment and minimization procedures.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of
fraud by the officers or employees of the Company for the
financial year under review.

29. PUBLIC DEPOSITS

As on 31^st March, 2025, neither the Company has not
accepted any public deposit nor there is any unclaimed
deposit. Further, there is no amount of principal or
interest outstanding on public deposit as on the date of
Balance Sheet.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future
operations.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL) ACT, 2013

In view of number of employees being less than
prescribed under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 Internal Complaints Committee under the said Act
is not required to be constituted. Further, no compliant
regarding sexual harassment was received during the
year under review and no compliant was outstanding.

32. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central
Government under Section 148(1) of Companies Act,
2013 is not applicable to the Company.

33. RECLASSIFICATION OF PROMOTER

Pursuant to Regulation 31A the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company had received a request from Apollo Trading
and Finance Private Limited, one of the Promoter of the
Company (“Apollo Trading”) on 2nd May, 2025 for its
reclassification from “Promoter” Category to “Public”

Category. Apollo Trading holds 38,220 equity shares
(1.74%) of the Company. The Company vide letter dated
2 May, 2025, informed BSE Limited (Stock Exchange on
which the equity shares of the Company are listed) about
receipt of aforesaid request from Apollo Trading.
Consequent to the approval of the Board of Directors at
their meeting held on 28 May, 2025, the Company
submitted an application for reclassification of Promoter
with BSE Limited on 31 May, 2025. The said application is
pending for approval of the Exchange.

34. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, for the year
under review:

a) No application has been admitted against the
Company under the Insolvency and Bankruptcy
Code, 2016.

b) There was no instance of one-time settlement with
any bank or financial institution.

c) The Company does not have any subsidiary
Company, therefore providing details of payment of
remuneration/commission to executive directors
from subsidiary companies is not applicable.

d) As on date of this report no employee stock option
plan of the Company exists and accordingly no stock
options have been granted by the Company till date.

e) There was no instance of issue of equity shares with
differential rights as to dividend, voting or otherwise
and Issue of shares (including sweat equity shares)
to employees.

f) There were no unclaimed and unpaid dividends
amount / the corresponding shares which were due
to be transferred to Investor Education and
Protection Fund during the financial year 2024-25.

g) The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the benefit of
employees.

h) The equity shares of the Company are listed at the
BSE Limited (Scrip Code 517044). The Company
has paid the annual listing fee for the financial year
2025-26 to BSE Limited.

i) During the year under review, the Company did not
obtain any credit rating.

j) There was no buy-back of shares under Section
67(3) of the Companies Act, 2013.

35. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the
Government authorities, Bankers and Shareholders for
their co-operation and unstinted support extended to the
Company during the year under review.

By order of the Board
For and on behalf of Board of Directors

Sd/-

Sunil K Shrivastava

Director
DIN: 00259961
Address: S-1/730,Sector-5,
Vaishali, Ghaziabad -201012

Sd/-

Sashi Sekhar Mishra

Director & Manager
DIN: 03072330
Address: YB-355, Lane No. 16,
Pocket-6, NTPC Anandam Society,
Greater Noida (UP) - 201308

Place: New Delhi
Date:2^ndSeptember, 2025

---

Mar 31, 2024

The Board of Directors of the Company presents herewith
the 47^thAnnual Report together with the Audited Accounts of
the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company are as
follows:

(Rs. in Lacs)

Particulars	Financial Year Ended March 31, 2024	Financial Year Ended March 31, 2023
Total Income	0	0.06
Total Expenses	17.44	165.53
Profit/ (Loss)	(17.44)	(165.47)
Depreciation	0	0
Profit/ (Loss) Before finance Cost	(17.44)	(165.47)
Finance Cost	0	0
Profit/ (Loss) Before Exceptional Items	(17.44)	(165.47)
Exceptional items	0	0
Profit/ (Loss) Before Tax	(17.44)	(165.47)
Tax Expense	0.03	0
Profit/ (Loss) After Tax	(17.47)	(165.47)

2. STATE OF COMPANY’S AFFAIRS

During the year under review loss of Rs. 17.47 Lacs has been
reported by the Company as against the loss of Rs. 165.47
Lacs for the previous year.

No business could be undertaken due to paucity of working
capital and other business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review and
past accumulated losses, the Board of Directors of the
Company does not recommend any dividend for the
financial year ended March 31,2024.

4. RESERVES & SURPLUS

In absence of profits during the year under review, no amount
has been transferred to reserves.

5. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of the Section 92(3) and134(3)(a)
of the Companies Act, 2023 the Annual Return of the
Company is available on the website of the Company at
https://idmlimited.in/annual-return/

6. CHANGE IN NATURE OF BUSINESS. IF ANY

There has been no change in the nature of business of the
Company during the year under review.

7. MEETINGS OF THE BOARD

During financial year 2023-24, the Board met 5 (Five) times
on the below mentioned dates:

I. 29^th May, 2023

II. 10th August, 2023

III. 10^th November, 2023

IV. 8^th December, 2023

V. 12^th February, 2024

The gap between two Board meetings did not exceed one
hundred and twenty days. The following table mentions the
record of attendance at the Board Meetings:

Name of the Director	No. of Board Meetings held	No. of Board Meetings attended
Mr. Sunil K Shrivastava	5	5
Mr. Sashi Sekhar Mishra	5	5
Ms. Rita Gupta	5	5
Mr. P S Ravishankar	5	5
Mr. Suresh Chand Sharma	5	5

8. HOLDING. SUBSIDIARY. ASSOCIATE AND JOINT
VENTURE COMPANIES

During the financial year ended March 31, 2024, the
Company had no holding, subsidiary, associate or joint
venture company. In view of this Form AOC-1 is not attached
with the financial statements of the Company. The Company
is an Associate Company of HCL Corporation Private
Limited, as per the provisions of section 2(6) of the
Companies Act, 2013.

9. SHARE CAPITAL: There was no change in the share
capital of the Company during the year under review.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its own
shares - NIL

10. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the
financial year ended at 31^st March, 2024; the applicable
accounting standards have been followed along with
proper explanation relating to material departures,
wherever applicable;

11. appropriate accounting policies have been selected
and applied consistently and that the judgments and
estimates made 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, 2024 and of the loss of the
Company for the said period;

iii. 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;

iv. in view of expected future business, the annual
accounts for the financial year ended on 31^st March,
2024 have been prepared on a going concern basis;

v. the internal financial controls were followed by the
Company and that internal financial controls are
adequate and were operating effectively; and

vi. proper systems were devised to ensure compliance with
the provision of all applicable laws and the systems were
adequate and operating effectively.

11. SECRETARIAL STANDARD

The Company complies with all applicable secretarial
standards as issued by the Institute of Company Secretaries
of India.

12. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from
each Independent Director in accordance with Section
149(7) of the Companies Act, 2013, that they meet the criteria
of independence as laid out in sub-section (6) of Section 149
of the Companies Act, 2013 and Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015.

13. MANAGEMENT’S DISCUSSION AND ANAYLSIS

Since the Company does not have any operations during the
year under review, therefore there is no data to be reported
under Management Discussion and Analysis as required in
terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

14. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the provisions
related to Corporate Governance are not applicable on the
“Companies having paid up equity share capital not
exceeding Rs. 10 crores and Net Worth not exceeding Rs. 25
crores, as on the last day of the previous financial year”.
Since the Company fulfils the criteria(s) as mentioned above,
the Company is exempted from complying with the
Corporate Governance provisions as envisaged under the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and therefore report on Corporate
Governance for the year under review is not required to be
enclosed along with this report.

15. COMPENSATION POLICY FOR BOARD AND
SENIOR MANAGEMENT

Based on the recommendations of the Nomination and
Remuneration Committee, the Board had approved the
Nomination and Remuneration Policy for Directors, KMP,
Senior Management and other employees of the Company.
The Nomination and Remuneration Policy is annexed to this
report as Annexure 1.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not given
any loan, provided guarantees or made investments under
the provisions of Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered
into any contract or arrangement with any related party
attracting the provisions of Section 188 of the Companies
Act, 2013. In view of this Form AOC-2 is not attached with this
report.

Further, there have been no materially significant related
party transactions between the Company and the Directors,
the management, the associate or the relatives except for
those disclosed in the financial statements.

18. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of the financial year of
the Company to which the financial statements relate and the
date of this report, there were no material changes and
commitments that affects the financial position of the
Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149, 152
and other applicable provisions, if any, of the Companies Act,
2013, one third of such of the directors as are liable to retire
by rotation, shall retire at every Annual General Meeting. The
retiring directors may offer themselves for re-appointment at
every Annual General Meeting. Accordingly, Mr. Sashi
Sekhar Mishra, Director& Manager, shall retire by rotation at
the ensuing Annual General Meeting and being eligible
offers himself for re-appointment in accordance with the
provisions of Companies Act, 2013.

B. There was no change in the composition of the Board of
the Company during the year under review.

C. Formal Annual Evaluation: Pursuant to provisions of
the Companies Act, 2013 the Board has carried out an
evaluation of its own performance, the Directors individually
and the evaluation of the working of its Audit committee,
Nomination & Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholder Relationship
Committee.

D. Key Managerial Personnel: During the year under
review, there was no change in Key Managerial Personnel of
the Company.

20. COMMITTEES OF BOARD:

A. Audit Committee:

The Audit Committee which was constituted on March 31,
2015, was re-constituted on February 12, 2019. The
Committee has adopted a Charter for its functioning. The
primary objective of the Committee is to monitor and provide
effective supervision of the Management’s financial
reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity
and quality of financial reporting.

The Committee met 5 (Five) times during the Financial Year
2023-24 on29^thMay, 2023; 10^thAugust, 2023; 10^thNovember,
2023; 8^thDecember, 2023 and 12^thFebruary, 2024. As on the
date of this report, the Committee is comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was
constituted on March 31, 2015,was re-constituted on
February 12, 2019. The Committee has adopted a Charter for
its functioning. The primary objective of the Committee is to
recommend suggestions to the Board of Directors pertaining
to the Remuneration for Directors, KMP and all other
employees of the Company.

During the Financial Year 2023-24, the Committee met on
29^th May, 2023 and 12th February 2024. As on the date of this
report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

The Nomination and Remuneration Policy of the Company is
Annexed to this Report as Annexure 1.

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was
constituted on March 31, 2015, was re-constituted on
February 12, 2019.The Committee has adopted a Charter for
its functioning. The primary objective of the Committee is to
consider and resolve the grievances of Security Holders of
the Company.

During the Financial Year 2023-24, the Committee met 4
(four) times on29^thMay, 2023; 27^th September, 2023;
6^thNovember, 2023 and 12^thFebruary, 2024. As on the date of
this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was
constituted on February 12, 2019. During the Financial Year
2023-24, the Committee met on 29^th May, 2023. As on the
date of this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

The CSR Policy of the Company can be viewed at
https://idmlimited.in/policies-2/

A brief outline of the CSR Policy of the Company and other
details as required in prescribed under Companies
(Corporate Social Responsibility Policy) Amendment Rules,
2021are set out in Annexure 2 of this Report.

21. Vigil Mechanism

The Board at its meeting held on March 31,2015, approved
the Vigil Mechanism that provides a formal mechanism for all
Directors, employees and vendors of the Company to report
genuine concerns or grievances about unethical behavior,
actual or suspected fraud or violation of the Company’s
Code of Conduct.

The Vigil mechanism provides a channel to the employees,
Directors etc to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of
the Code of Conduct or legal or regulatory requirements
incorrect or misrepresentation of any financial statements
and reports, etc. The Vigil Mechanism policy of the Company
is available on the Company’s website at below link:
https://idmlimited.in/policies/

No individual was denied access to the Audit Committee for
reporting concerns, if any, during the year under review.
Further, the Vigil Mechanism prescribes adequate safeguard
against the victimization.

During the year under review, no compliant was received

from any Whistle Blower.

22. Independent Director’s meeting

In compliance with Schedule IV to the Companies Act, 2013
and regulation 25 (3) of the SEBI Listing Regulations, 2015, a
separate meeting of the independent directors was
convened on 12^th February, 2024.

Without the attendance of non-independent directors and
members of management, inter alia, the independent
directors discussed the following:

i. Review the performance of non-independent directors
and the board as a whole;

ii. Review the performance of the chairperson of the
Company, taking into account the views of executive
directors and non-executive directors;

iii. Assess the quality, quantity and timeliness of flow of
information between the Company Management and
the board that is necessary for the Board to effectively
and reasonably perform their duties; and

iv. Review the responsibility of independent directors with
regards to internal financial controls.

23. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

The Members at the 45^thAnnual General Meeting of the
Company held on 14^th September, 2022, approved re¬
appointment of M/s. Purushothaman Bhutani & Co.,
Chartered Accountants, New Delhi (FRN 005484N)as the
Statutory Auditors of the Company for the further term of five
years i.e. from the conclusion of 45^thAnnual General Meeting
until the conclusion of 50^thAnnual General Meeting. M/s
Purushothaman Bhutani & Co., Chartered Accountants
resigned from the office of Statutory Auditor of the Company
vide letter dated 10^thNovember, 2023 due to pre-occupation
in other assignments. There was no other material reason for
resignation of statutory auditor.

The Members of the Company vide resolution passed
through postal ballot process on 24^thJanuary, 2024 (the last
date specified for remote e-voting) for which the voting
results were declared on 25^thJanuary, 2024 approved the
appointment of M/s. V. Nagarajan & Co., Chartered
Accountants, (Firm Registration No. 004879N) to fill the
casual vacancy in the office of Statutory Auditors of the
Company caused by resignation of M/s Purushothaman
Bhutani & Co., Chartered Accountants (FRN 005484N) to
hold the office of Statutory Auditors of the Company until the
conclusion of the ensuing Annual General Meeting of the
Company.

The Auditors’ Report with notes to accounts are self¬
explanatory and, therefore, do not call for further comments.
The Audit Report does not contain any qualification,
reservation or adverse remarks.

Pursuant to the recommendation of the Audit Committee, the
Board of Directors have considered, approved and

recommended to the Members for their approval at the
ensuing Annual General Meeting, the appointment of M/s. V.
Nagarajan & Co., Chartered Accountants, (Firm Registration
No. 004879N) as the Statutory Auditors of the Company, for a
period of 5 (Five) consecutive years from the conclusion of
the 47^thAnnual General Meeting till the conclusion of the
52^ndAnnual General Meeting to be held in the year 2029.

Internal Auditors

The Board of Directors based on the recommendation of the
Audit Committee, had appointed Mr. Ashish Mittal (M.No
518891) a qualified Chartered Accountant as the Internal
Auditors of the Company for the financial year 2023-24.

Secretarial Auditor

The Board has appointed M/s Rana& Associates, Practicing
Company Secretaries (CP No. 22302) to conduct the
secretarial audit for the financial year 2023-24 i.e. from
1 ^stApril, 2023 to 31^st March, 2024. The Secretarial Audit report
is annexed herewith marked as Annexure 3 to this report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks.

24. CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

Considering the nature of activities of your Company and fact
that there has been no business in the Company during the
year under review, there are no particulars to be furnished in
respect of conservation of energy and technology
absorption. There were no foreign exchange earning and
outgo during the year under review.

25. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees
covered under section 197 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
managerial Personnel) Rules, 2014. Due to paucity of
resources, no remuneration was paid to managerial
personnel & KMPs of the Company, during the year under
review. In view of above, the statement of disclosure of
Remuneration as required under Section 197(12) of the Act
and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)Rules, 2014
(‘Rules’), is not applicable for the period under review.

26. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls commensurate with the volume of the transactions
of the Company and are operating effectively. During the
year under review, such controls were tested and no
reportable material weakness was observed.

27. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013,
the Company has laid down Risk Management Policy to
inform Board Members about the risk assessment and

minimization procedures.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of
fraud by the officers or employees of the Company for the
financial year under review.

29. PUBLIC DEPOSITS

As on 31^st March, 2024, neither the Company has not
accepted any public deposit nor there is any unclaimed
deposit. Further, there is no amount of principal or interest
outstanding on public deposit as on the date of Balance
Sheet

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future
operations.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

In view of number of employees being less than prescribed
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 Internal
Complaints Committee under the said Act is not required to
be constituted. Further, no compliant regarding sexual
harassment was received during the year under review and
no compliant was outstanding.

32. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central
Government under Section 148(1) of Companies Act, 2013
isnot applicable to the Company.

33. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, for the year under
review:

a) No application has been admitted against the Company
under the Insolvency and Bankruptcy Code, 2016.

b) There was no instance of one-time settlement with any
bank or financial institution.

c) The Company does not have any subsidiary Company,
therefore providing details of payment of
remuneration/commission to executive directors from
subsidiary companies is not applicable.

d) As on date of this report no employee stock option plan
of the Company exists and accordingly no stock options
have been granted by the Company till date.

e) There was no instance of issue of equity shares with
differential rights as to dividend, voting or otherwise and
Issue of shares (including sweat equity shares) to
employees.

f) There were no unclaimed and unpaid dividends amount
/ the corresponding shares which were due to be
transferred to Investor Education and Protection Fund
during the financial year 2023-24.

g) The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

h) The equity shares of the Company are listed at the BSE
Limited (Scrip Code 517044). The Company has paid
the annual listing fee for the financial year 2024-25 to
BSE Limited.

i) During the year under review, the Company did not
obtain any credit rating.

j) There was no buy-back of shares under Section 67(3) of
the Companies Act, 2013.

34. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the

Government authorities, Bankers and Shareholders for their

co-operation and unstinted support extended to the

Company during the year under review.

By order of the Board
For and on behalf of Board of Directors

Sd/-

Sunil K Shrivastava

Director
DIN: 00259961
Address: S-1/730,Sector-5, Vaishali,
Ghaziabad -201012

Sd/-

Sashi Sekhar Mishra
Director & Manager
DIN: 03072330
Address: YB-355, Lane No. 16, Pocket-6
NTPC Anandam Society,
Greater Noida (UP) - 201308

Place: New Delhi
Date: 12 August, 2024

---

Jun 30, 2015

The Board of Directors of the Company presents herewith the Thirty Eighth Annual Report together with the Audited Accounts of the Company for die Accounting year ended 30th June, 2015 i.e. from April 1, 2014 to June 30, 2015.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs)

Particulars Accounting Financial Year Year 2014-15 2013-14

Total Income 1.77 24.05

Total Expenses 15.33 24.74

Profit/(Loss} (13.56) (0.69)

Depreciation 0.07 0.11

Profit/ (Loss) Before (13.63) (0.80) finance Cost

Finance Cost 0.02 -

Profit/ (Loss) Before (13.65) (0-80) Tax

Profit/ (Loss) After (13.65) (0.80) Tax

Accumulated Losses (1,369.54) (1,355.90)

STATE OF COMPANY'S AFFAIRS

During the year under review loss of Rs. 13.65 Lacs has been reported by the company as against the loss of Rs. 0.80 Lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

In view of the losses incurred during the accounting year 2014-15, No amount was transferred to reserves.

DIVIDEND

In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Animal Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 1].

MEETING OF THE BOARD

The Board met Seven times during the Accounting Year 2014-15, the details of which are given below:

29-May-2014 7-Aug-2014 1-Oct-2014 12-Nov-2014

13-Feb-2015 31-Mar-2015 14-May-2015

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of die Companies Act, 2013, Your Directors confirm that:

(i) In the preparation of the Annual Accounts for the financial year ended at 30th June, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) Appropriate accounting policies have been selected and applied consistendy and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the loss of the Company for the said period;

(iii) Proper and sufficient care has been taken for die 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 of fraud and odier irregularities;

(iv) In view of expected future business, the annual accounts for the accounting year ended on 30th June, 2015 have been prepared on a going concern basis;

(v) The internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and

(vi) Proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (G) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement,

COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that: '

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to Directors, KMP and 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 for Directors, KMP and other employees is annexed to this report [Annexure 2].

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loans, given guarantees and investments made during the year attracting the provisions under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the accounting year under review, the company has not entered into any contract or arrangement with anv related party attracting the provisions of Section 188 of the Companies Act, 2013.

Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the associate or the relatives except for those disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS

During the year-under review, there was no material changes and commitments except the financial year of the Company was extended for a period of three months i.e. upto June 30, 2015, that affects the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statement relates and to the date of the report,

CORPORATE SOCIAL RESPONSIBILITY

The Company doesn't satisfy any criteria envisaged under the Companies Act, 2013 requiring it to comply with Section 135 and rules made thereunder.Therefore, the Company has neither constituted CSR Committee nor have any profits to spend towards social responsibility.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Change during the year:

The details about change in the directors or key managerial personnel by way of appointment, resignation or by change in designation are given below:

A. During the year, Mr. Neelesh Agarwal who was appointed as Director of the Company resigned from his office w.e.f. March 31, 2015.

B. Company has appointed Mr. P.S.Ravishankar and Mr. Suresh Chand Sharma as Independent Directors in terms of section 149 of the Companies Act,2013. Tire Board places before the members Directors w.e.f. 31st March, 2015 for a period of five years to comply with the provisions for approval of their appointment The Board has received declaration from all the Independent Directors that they meet the criteria of independence prescribed under Companies Act, 2013.

C. Ms. Rita Gupta has been appointed, as Women Director in'terms of Section 149 of the Companies Act, 2013, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

D. Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishrawere appointed as Additional Director w.e.f 31st March, 2015, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

E. Mr. Kuldeep Singh Pathania was appointed as Chief Financial Officer of the Company w.e.f 31st March, 2015.

F. Mi-. Sashi Sekhar Mishra was appointed as Manager w.eiMarch 31, 2015. The Board do recommend to confirm his appointment in the ensuing Annual General Meeting.

II. Formal Annual Evaluation pursuant to provisions of the companies Act, 2013 the Board has earned out an evaluation of its own performance, the Directors individually and the evaluation of the working of its Audit, nomination & Remuneration committees.

COMMITTEES OF BOARD

A. Audit Committee:

Our Audit Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee met once since the date of its constitution on 14th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. P S Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Sharma Director

B. Nomination and Remuneration Committee:

Our Nomination & Remuneration Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all other employees of the Company.

The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. PS Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Sharma Director

C. Stakeholder Relationship Committee

Our Stakeholder Relationship Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. P S Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Director Sharma

D. Vigil Mechanism

The Board at its meeting held on March 31, 2015, approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Companyto report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc.

The Vigil Mechanism Policy for Directors and employees is annexed to this report [Annexure 3].

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors of die Company, M/s S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; who has been appointed till 40th AGM and who have confirmed their eligiblity and willingness, shall be ratified at the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013 read with die Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D, Chopra & Associates (FRN - 003789N), Chartered Accountants, as the auditors of the Company to hold die office from the conclusion of ensuing Annual General Meeting until the conclusion of 40th Annual General Meeting of the Company.

The Auditors' Report with notes to accounts are self- explanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks,

Secretarial Auditor

The Board has appointed M/s Siddiqui & Associates, Practicing Company Secretaries, to conduct the secretarial audit for the Accounting year 2014-15 i.e. from 1st April, 2014 to 30th June, 2015. The Secretarial Audit report is annexed herewith marked as Annexure 4 to this report. The SecretarialAudit Report does not contain any qualification, reservation or adverse remarks.

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

As there has been no business activities in the company during the year under review, the information required under Section 134 of the Companies Act,2013 read with die Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 is NILand hence not provided.

PARTICULARS OF EMPLOYEES

During the year under review, there are no employees in the Company. Therefore, Section 134of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 does not apply,

MANAGERIAL REMUNERATION

During die year under review, no managerial remuneration was paid.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company during die year under review.

By order of the Board

For and on behalf of Board of Directors

Sunil Kumar Shrivastava

Director

DIN : 00259961

Address : 12, Aakrti Apparment, I.P. Extn, Patparganj, Delhi-110092

Sashi Sckhar Mishra

Director & Manager

DIN : 03072330

Address : H-126, KJlokari Jang Pura,

New Delhi-110019

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Mar 31, 2014

To the Members

The Board of Directors of the Company presents herewith the Thirty Seventh Annual Report together with the Audited Accounts of the Company for the Accounting year ended 31st March, 2014.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs) Financial Year Particulars 2013 - 2014 2012 - 2013

Other Income 24.05 -

Profit/(Loss) (0.69) (4.56)

Depreciation 0.11 0.11

Profit/(Loss) Before Tax (0.80) (4.67)

Profit/(Loss) After Tax (l-l7) (4.67)

Accumulated Losses (1725.04) (1723.87)



Review of Operations

During the year under review loss of Rs.1.17 lacs has been reported by the company as against the loss of Rs. 4.67 lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

Dividend

In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neelesh Agarwal, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act,

19S6 your Directors confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended at 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistency and that tie judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended at 31" March, 2014 have been prepared on a going concern basis.

Auditors and Auditors'' Report

The Auditors of the Company, S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; retire at the ensuing Annual General Meeting have confirmed their eligibility and willingness to accept the office of Auditors if re- appointed. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants, as the auditors of the Company to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of 40 Annual General Meeting of the Company,

The Auditors'' Report with notes to accounts are self- explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of me limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo.

As there has been no business activities in the company during the year under review, the information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 198B is nil and hence notprovided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

By Order of the Board For and on behalf of Board of Directors

Suresh Chand Sharma Neelesh Agarwal Director Director

Place : New Delhi Date :29th May 2014

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Mar 31, 2013

To the Members

The Board of Directors of the Company presents herewith the Thirty Sixth Annual Report together with the Audited Accounts of the Company for the Accounting year ended 31st March, 2013.

The highlights of the financial results of your Company are as follows:

(Rs.in Lacs)

Financial Year Particulars 2012 - 2013 2011 - 2012

Income

Profit /(Loss) (4.56) (4.80)

Depriciation 0.11 0.11

Profit /(Loss) Before Tax (4.67) (4.91)

Profit /(Loss) After Tax (4.67) (4.91)

Accumulated Losses (1723.87) (1719.20)

Review of Operations

During the year under review loss of `4.67 lacs has been reported by the company as against loss of ` 4.91 lacs for the previous year.

No business could be undertaken due to paucity of working capital .

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Suresh Chand Sharma, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies

Act, 1956, your Directors confirm that :

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

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made 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, 2013 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

Auditors and Auditors'' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants; retiring at the forthcoming Annual General Meeting, have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors'' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

By Order of the Board

For and on behalf of Board of Directors

Suresh Chand Sharma Neelesh Agarwal Director Director

Place : Noida

Date : 30th May 2013

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Mar 31, 2012

The Directors of your Company hereby present the 35th Annual Report of your Company together with the Audited Accounts for the Financial year ended at 31st March, 2012.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs)

2011-2012 2010-2011

Income (Credit Balance written back) - 2.91

Profit/(Loss) (4.80) (5.64)

Depreciation 0.11 0.11

Profit/(Loss) Before Tax (4.91) (5.75)

Profit/(Loss) After Tax (4.91) (5.75)

Accumulated Losses (1719.20) (1714.29)

Review of Operations

During the year under review loss of Rs.4.91 lacs has been reported by the company as against loss of Rs. 5.74 lacs for the previous year.

No business could be undertaken due to paucity of working capital.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. P.S. Ravishankar, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

Directors' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

Auditors and Auditors' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants; retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

For and on behalf of Board of Directors

Neelesh Agarwal P.S. Ravishankar Director Director

Place : Noida

Date : 30th May 2012

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Mar 31, 2011

To the Members

The Directors of your Company hereby present the 34 Annual Report of the Company together with the Audited Accounts for the Financial year ended 31st March, 2011.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs)

2010-2011 2009-2010

Gross Income 2.91 0

Operating Profit/(Loss) (5.64) (4.42)

Depriciation 0.11 0.13

Profit/(Loss) Before Tax (5.75) (4.55)

Profit/(Loss) After Tax (5.75) (4.55)

Profit/(Loss) Carried Over (1714.29) (1708.54)

Review of Operations

During die year under review loss of Rs. 5.75 lacs has been reported by die company as against loss of 4.55 lacs for the previous year.

No business could be undertaken due to paucity of working capital.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Neelesh Agarwal, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) appropriate accounting policies have been selected and applied consistendy and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of die Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) in view of expected future business, the annual accounts for the financial year ended 31st March, have been prepared on a going concern basis.

Auditors and Auditors' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government audiorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

For and on behalf of Board of Directors

Neelesh Agarwal P. S. Ravishankar Director Director

Place : Noida Date : 26th May 2011

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Mar 31, 2010

The Directors of your Company hereby present the 33rd Annual Report of the Company together with the Audited Accounts for the Financial year ended 31 st March, 2010.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs) 2009 - 10 2008 - 09 Gross Income 0 0

Operating Profit/(Loss) (4.42) (5.67)

Depreciation 0.13 0.14

Profit/(Loss) Before Tax (4.55) (5.81)

Fringe Benefits Tax 0 0.13

Profit/(Loss) after Tax (4.55) (5.94)

Profit/ (Loss) Carried Over (1708.54) (1703.99)

Review of Operations

The Income of the Company during the year was nil as against the same lor the previous year.

No business could be undertaken during the year under review.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Suresh Chand Sharma, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that :

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

Auditors and Auditors Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re appointed.

The Auditors Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Kmployees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorp- tion And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders lor their co-operation and unstinted support extended to the Company.

For and on behalf of the Board of Directors

Neelesh Agarwal P. S. Ravishankar

Director Director

Place : Noida

Date : 24th May, 2010