Directors Report of Kachchh Minerals Ltd.

Mar 31, 2014

The Members,

The Directors present herewith the Thirty third Annual Report together with the audited accounts of the Company for the year ended 31st March 2014. Summarised financial results of the company are furnished below:

1. Financial Result:-

Particulars Year ended on 31.03.2014 Year ended on 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Sales 114.95 340.35

Other income 11.56 10.12

Gross Income 126.51 350.47

Less: Expenses 140.48 287.02

Interest 2.37 1.91

Depreciation 11.44 12.82

Net Profit/(Loss) (27.79) 48.72

Tax Expense - 15.08

Net Profit/(Loss) after tax (27.79) 33.64

The Directors regret their inability to recommend any dividend due to brought forward losses.

2. BUSINESS OVERVIEW:-

The company has net loss of Rs. 27.79 Lacs against net profit of Rs. 33.64 Lacs in last year Further the Board is hopeful of expanding the company''s operation this year & expects your co-operation in the days to come. The Board is doing its best to make your company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit.

On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration, has closed with a sales turnover of Rs 1,14,95,235/- and Net loss of Rs. 27,78.641/- after providing for interest 8i depreciation before tax. There is no export during the year

3. FIXED DEPOSITS

The Company has not accepted any fresh deposits within the purview of section 58A of the Companies Act, 1956 during the year under review.

4. CONSERVATION OF ENERGY

Since the company has moderate production activities, though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption, adoption and innovation are not material. However the electricity expense incurred at Rs. 46,377/- during the year which is very negligible does not required any disclosure as such. Due to power problem, company has run the plant mainly through their generator set and digging, mining & washing activities where mainly vehicles & water is used which does not require much electric consumption. Hence the details being immaterial not provided.

5. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:-

The Company due to its limited resources cannot carry out Research & development activities or technological absorption except in house efforts to improve its present quality of mining materials.

6. PARTICULARS OF EMPLOYEES AND INFORMATION:-

There was no such employee employed during the year under review, hence the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules,1975, as amended by the Companies (Amended) Act, 1988 is not applicable. The relation between the employees &. the management remain cordial during the year under review.

7. AUDITORS:-

M/s. M.G. Simaria & Co, Chartered Accountants, Mumbai, retires at the conclusion of the Annual General Meeting, to continue as the auditor of the company. The Board proposed the reappointment of M/s. M.G. Simaria & Co as the statutory auditor of the company, for the financial year 2014-2015.

Accordingly pursuant to section 139 of the Companies Act, 2013 M/S M.G. Simaria & Co Chartered Accountants, Mumbai, if appointed shall, hold the office from the conclusion of this annual general meeting until the conclusion of 38th 36th Annual General Meeting subject to ratification of Appointment at every Annual General Meeting.

Further the auditors have confirmed their willingness and eligibility for appointment and have also confirmed that their reappointment, if made, will be within the limits under section 141 (3) (g) of the Companies Act, 2013.

8. AUDIT REPORT:-

The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS -15. Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditor''s comment regarding

appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However the Company is in the process of receiving the Compliance Certificate from Company Secretary. In our opinion, carrying amount of all assets does not exceed its recoverable amount hence no impairment loss is ascertained.

The company has received a copy of letter on 07-01-2014 from Geology, Science and Mining Department Office, Jilla Seva Sadan, 1st floof Collector Office, Bhuj (Kachchh)

Addressed to Forest Protection Office (van - sanrakshani office, Behind Jilla Udyog Center Bhuj (Kachchh). In respect of closing of mining activities in the area of lease land falling within 1 k.m of such Animal Protection area of National Animal Protection (Abhayaranya). The letter further states that lease of land in such area has to obtain No Objection certificate from office of Forest Protection Department Containing the Matter that such lease hold is falling in vicinity of

a) Kachchh Forest Animal

b) Protection Department area (Abhayaranya)

c) 1 k.m distance of such Forest Animal Protection Department area (Abhayaranya)

d) Land is how much far from such Forest Animal Protection area (Abhayaranya)

The said copy of letter send to company also asks forest Department to verify the matter and to inform the same to Geology, Science and Mining Department.

Hence company has temporary closed their Mining activities on such lease hold land after 07-01- 2014.

However the company has persuated the matter with concern department to reopen and start the mining activities. The company states that the matter has been resolved and has started its mining activities from 23rd August 2014

Hence, the concept of going concern though it is stated in Audit Report will not be affected.

9. DIRECTORS:-

The Company has two independent Directors, appointed under the Listing Agreement, namely Mr Dhirajlal Madhavani and Mr Bharat Shukla, who have diverse business/administrative experience and are making significant contribution to the Company. At present, they are liable to retire by rotation. It is proposed to appoint them as Independent Directors, with a fixed tenure of upto five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). The Company has received separate notices under Section 160 of the Act from members signifying their Candidature as Directors along with requisite deposit as prescribed thereunder All abovementioned Independent Directors have also given declarations that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Act. Their profile along with statement that in the opinion of the Board they fulfill the conditions as required in the Act for such appointments are furnished in the statement pursuant to Section 102(1) of the Companies Act, 2013 annexed with the Notice for the forthcoming Annual General Meeting.

In accordance with articles of association of the company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Directors:-

Mr Kishore G. Davda, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

10. FOREIGN EXCHANGE:-

Foreign Exchange inflow and outflow during the year was NIL

11. DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS- 28 have been followed along with proper explanation relating to material departures;

n. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

IH. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV We have prepared the annual accounts on a going concern basis as explained in Schedule no. 1 notes forming part of Accounts.

12. CORPORATE GOVERNANCE:-

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditor''s confirming the compliance of conditions subject to certain qualifications on Corporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto.

The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

13. LISTING OF SHARES RUSTING FEES:-

The equity capital of the company continued to be listed on the Mumbai Stock Exchange and the necessary listing fees has been paid up to the year 2013- 2014. As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Demat form. The company continues to maintain necessary arrangement with NSDL and CDSL for required connectivity.

The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31, 2014 is uncalled for There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 5,00,000/- p.m. or Rs. 60,00,000 p.a or more.

14. DEMATERIALISATION OF SHARES:-

As you are aware that company has made arrangement with Bigshare Services Pvt. Ltd., E-23, Ansa Indl. Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai- 400 072 (Tel: - 2852 34 74 / 2856 06 52 / 2856 06 53, Fax: [phone], E-mail: [email protected]) to act as Depository Transfer Agent with National Securities Depository Limited (NSDL) Bn Central Depository Services India Limited (CDSL).

15. ACKNOWLEDGEMENT:-

The Management wishes to place on record its appreciation for the services rendered by employees, contractors, bankers, and the management of the Indian Bureau of Mines and all concerned and convey their thanks to them.

By Order of the Board For Kachchh Minerals Ltd.

Prataprai G. Davda Chairman & Exe. Director DIN: 01149981 Place : Mumbai Date : 30th May, 2014

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Mar 31, 2013

To, The Members,

The Directors present herewith the Thirty second Annual Report together with the audited accounts of the Company for the year ended 31st March 2013. Summarised financial results of the company are furnished below:-

1. Financial Result:-

Particulars Year ended on 31.03.2013 Year ended on 31.03.2012 (Rs. in Lacs) (Rs. in Lacs)

Sales 340.35 435.33

Other income 10.12 3.68

Gross Income 350.47 439.01

Less: Expenses 287.02 309.97

Interest 1.91 1.96

Depreciation 12.82 11.21

Net Profit 48.72 115.87

Tax Expenses 15.08 22.18

Net profit after Tax 33.64 93.69



The Directors regret their inability to recommend any dividend due to brought forward losses.

2. BUSINESS OVERVIEW:-

The company has net profit of Rs. 33.64 Lacs against net profit of Rs. 93.69 lacs in last year. Further the Board is hopeful of expanding the company''s operation this year & expects your co-operation in the days to come. The Board is doing its best to make your company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit.

On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration, has closed with a sales turnover of Rs 3,40,35,151/- and Net Profit of Rs. 48,72,418/- after providing for interest & depreciation before tax. There is no export during the year.

3. FIXED DEPOSITS :-

The Company has not accepted any fresh deposits within the purview of section 58A of the Companies Act, 1956 during the year under review.

4. CONSERVATION OF ENERGY :-

Since the company has moderate production activities, though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption, adoption and innovation are not material. However, the electricity expense incurred at Rs. 46,377/- during the year which is very negligible does not required any disclosure as such. Due to power problem, company has run the plant mainly through their generator set and digging, mining & washing activities where mainly vehicles & water is used which does not require much electric consumption. Hence the details being immaterial not provided.

5. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:-

The Company due to its limited resources cannot carry out Research & development activities or technological absorption except in house efforts to improve its present quality of mining materials.

6. PARTICULARS OF EMPLOYEES AND INFORMATION:-

There was no such employee employed during the year under review, hence the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules,1975, as amended by the Companies (Amended ) Act, 1988 is not applicable. The relation between the employees & the management remain cordial during the year under review.

7. AUDITORS:-

M/s. M.G. Simaria & Co., Chartered Accountants, Mumbai, retires at the conclusion of the Annual General Meeting. They have given their consent to act as Auditors of the Company, if re-appointed. You are requested to consider their appointment as Auditor of the Company and authorise directors to fix their remuneration for the current year. They have furnished a certificate for of their eligibility for appointment u/s 224(1-B) of the companies Act, 1956 and they are not disqualified under section 226 (3) (e) of the said Act.

8. DIRECTORS:-

In accordance with articles of association of the company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Director- Mr. Prataprai G. Davda, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. D.S.Madhavani, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

9. AUDIT REPORT:-

The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS - 15. Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditor''s comment regarding appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However, in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However, the Company is in the process of receiving the Compliance Certificate from Company Secretary. In our opinion, carrying amount of all assets does not exceed its recoverable amount, hence no impairment loss is ascertained.

10. FOREIGN EXCHANGE:-

Foreign Exchange inflow and outflow during the year was NIL

11. DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS- 28 have been followed along with proper explanation relating to material departures;

II. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

III. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. We have prepared the annual accounts on a going concern basis as explained in note no.1 of notes forming part of financial statement.

12. CORPORATE GOVERNANCE:-

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company''s auditor''s confirming the compliance of conditions subject to certain qualifications on Corporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto. The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

13. LISTING OF SHARES & LISTING FEES:

The equity capital of the company is listed on the Mumbai Stock Exchange & Ahemdabad Stock Exchange and the necessary listing fees has been paid up to the year 2013- 2014. As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Demat form. The company continues to maintain necessary arrangement with NSDL and CDSL for required connectivity.

The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31,2013 is uncalled for. There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 5,00,000/- p.m. or Rs. 60,00,000 p.a or more.

14. DEMATERIALISATION OF SHARES:-

As you are aware that company has made arrangement with Bigshare Services Pvt. Ltd., E-23, and Ansa Indl. Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai- 400 072 (Tel: - 2852 34 74 / 2856 06 52 / 2856 06 53, Fax: [phone], E-mail: [email protected]) to act as Depository Transfer Agent with National Securities Depository Limited (NSDL) & Central Depository Services India Limited (CDSL).

15. ACKNOWLEDGEMENT:-

The Management wishes to place on record its appreciation for the services rendered by employees, contractors, bankers, and the management of the Indian Bureau of Mines and all concerned and convey their thanks to them.



By Order of the Board

For Kachchh Minerals Ltd.



Prataprai G. Davda

Chairman & Exe. Director

Place : Mumbai

Date : 31st July, 2013

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Mar 31, 2011

The Members,

The Directors present herewith the Thirtieth Annual Report together with the audited accounts of the Company for the year ended 31* March 2011. Summarised financial results of the company are furnished below :-

1. Financial Result:-

Particulars Year ended on Year ended on 31.03.2011 31.03.2010 (Rs. in Lacs) (Rs. in Lacs)

Sales 274.44 109.84

Other income 3.39 4.39

Gross Income 277.83 114.23

Less: Expenses 221.23 88.56

Interest 5.59 6.63

Depreciation 10.49 8.12

Net Income(-) 40.52 10.92

The Directors regret their inability to recommend any dividend due to brought forward losses.

1. BUSINESS OVERVIEW:-

The company has net profit of Rs. 40.52 Lacs against net profit of Rs. 10.92 lacs in last year Further the Board is hopeful of expanding the company's operation this year & expects your co-operation in the days to come. The Board is doing its best to make your company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit.

On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration, has closed with a sales turnover of Rs. 2,74,43,940/- and Net Profit of Rs. 40,51,926/- after providing for interest & depreciation. There is no export during the year

2. FIXED DEPOSITS;-

The Company has not accepted any fresh deposits within the purview of section 58 A of the Companies Act, 1956 during the year under review.

3. CONSERVATION OF ENERGY;-

Since the company has moderate production activities, though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption, adoption and innovation are not material. However the electricity expense incurred at Rs. 6,821.55/- during the year which is very negligible does not required any disclosure as such. Due to power problem, company has run the plant mainly through their generator set and digging, mining & washing activities where mainly vehicles & water is used which does not require much electric consumption. Hence the details being immaterial not provided.

4. RESEARCH & DEVELOPMENT & TECHNOLOGY APSORPTION;-

The Company due to its limited resources cannot carry out Research & development activities or technological absorption except in house efforts to improve its present quality of mining materials.

5. PARTICULARS OF EMPLOYEES AND INFORMATIQN;-

There was no such employee employed during the year under review, hence the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employee) Rules,1975, as amended by the Companies (Amended ) Act, 1988 is not applicable. The relation between the employees & the management remain cordial during the year under review.

6. AUDITORS;-

M/s. M.G. Simaria & Co., Chartered Accountants, Mumbai, retires at the conclusion of the Annual General Meeting. They have given their consent to act as Auditors of the Company, if re-appointed. You are requested to consider their appointment as Auditor of the Company and authorise directors to fix their remuneration for the current year They have furnished a certificate of their eligibility for appointment u/s 224(1-B) of the companies Act, 1956 and they are not disqualified under section 226 (3) (e) of the said Act.

7. DIRECTORS;-

In accordance with articles of association of the company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Directors: -

Mr Prataprai G Davda, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

Mr D S Madhavani, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDIT REPORT:-

The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS-15. Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditor's comment in point no.7 of the notes to Accounts regarding appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However, in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However, the Company is in the process of receiving the Compliance Certificate from Company Secretary.

9. FOREIGN EXCHANGE;-

Foreign Exchange inflow and outflow during the year was NIL

10. DIRECTOR'S RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS-28 have been followed along with proper explanation relating to material departures;

II. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

III. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV We have prepared the annual accounts on a going concern basis as explained in note no.1 of Schedule "M" notes forming part of Accounts.

11. CORPORATE GOVERNANCE:-

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditor's confirming the compliance of conditions subject to certain qualifications on Corporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto.

The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

12. LISTING OF SHARES & LISTING FEES-

The equity capital of the company continued to be listed on the Mumbai Stock Exchange and the necessary listing fees has been paid up to the year 2011- 2012. As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Demat form. The company continues to maintain necessary arrangement with NSDL and CDSL for required connectivity.

The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31,2011 is uncalled for There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 5,00.000/- p.m. or Rs. 60,00,000 p.a or more.

13. PEMATERIAUSATION OF SHARES.-

As you are aware that company has made arrangement with Bigshare Services Pvt. Ltd., E-23, Ansa Indl. Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai- 400 072 (Tel: - 2852 34 74 / 2856 06 52 / 2856 06 53, Fax: [phone], E-mail: [email protected]) to act as Depository Transfer Agent with National Securities Depository Limited (NSDL) & Central Depository Services India Limited (CDSL).

14. ACKNOWLEDGEMENT:-

The Management wishes to place on record its appreciation for the services rendered by employees, contractors, bankers, and the management of the Indian Bureau of Mines and all concerned and convey their thanks to them.

By Order of the Board For Kachchh Minerals Ltd.



Prataprai G. Davda Chairman & Exe. Director

Place : Mumbai Date : 3rd September 2011

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Mar 31, 2010

The Directors present herewith the Twenty Ninth Annual Report together with the audited accounts of the Company for the year ended 31st March 2010. Summarised financial results of the company are furnished below :-

1. Financial Result:-

Particulars Year ended on 31.03.2010 Year ended on 31.03.2009

(Rs. in Lacs) (Rs. in Lacs)

Sales 109.84 75.99

Other income 4.39 4.75

Gross Income 114.23 80.74

Less: Expenses 88.56 70.95 Interest 6.63 4.16

Depreciation 8.12 09.35

Net Income (-) 10.92 (3.72)



The Directors regret their inability to recommend any dividend due to brought forward losses.

1. BUSINESS OVERVIEW:-

The company has net profit of Rs. 10.92 Lacs against net loss of Rs. (3.72) lacs in last year. Further the Board is hopeful of expanding the companys operation this year & expects your co-operation in the days to come. The Board is doing its best to make your company start full mining activities & show progress in very near future. The Board is contemplating to take effective steps to save it from slipping in to a sick industrial unit

On account of effective steps to control expenses & keep the losses to its minimum level, the year under consideration, has closed with a sales turnover of Rs 1,09,84,366/- and Net Profit of Rs. 10,92,255/- after providing for interest & depreciation. There is no export during the year.

2. FIXED DEPOSITS :-

The Company has not accepted any fresh deposits within the purview of section 58 A of the Companies Act, 1956 during the year under review.

3. CONSERVATION OF ENERGY :-

Since the company has moderate production activities, though the particulars pursuant to requirement under section 217 (1) (e) of the Companies Act, 1956 with reference to conservation of energy, technology absorption adoption and innovation are not material. However, the electricity expense incurred at Rs. 1,32,320/- during the year which is very negligible does not required any disclosure as such. Due to power problem company has run the plant mainly through their generator set and digging, mining & washing activities where mainly vehicles & water is used which does not require much electric consumption. Hence the details being immaterial not provided.

4. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:-

The Company due to its limited resources cannot carry out Research & development activities or technological absorption except in house efforts to improve its present quality of mining materials.

5. PARTICULARS OF EMPLOYEES AND INFORMATION:-

There was no such employee employed during the year under review, hence the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956 reao with Companies (particulars of employee) Rules, 1975, as amended by the Companies (Amended ) Act, 1988 is not applicable. The relation between the employees & the management remain cordial during the year under review.

6. AUDITORS:-

M/s. M.G. Sim-aria & Co., Chartered Accountants, Mumbai, retires at the conclusion of the Annual General Meeting. They have given their consent to act as Auditors of the Company, if re-appointed. You are requested to consider their appointment as Auditor of the Company and authorise directors to fix their remuneration for the current year. They have furnished a certificate of their eligibility for appointment u/s 224(1-B) of the companies Act, 1956 and they are not disqualified under section 226 (3) (e) of the said Act.

7. DIRECTORS:-

In accordance with articles of association of the company and in view of provision of section 255 of the Companies Act, retirement & reappointment take place for following Directors Mr. Chetan Tanna, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Bharat Shukla, Director retires by rotation at the conclusion of the Annual General Meeting and being eligible, offers himself for re-appointment.

8. AUDIT REPORT:-

The auditors have observed & put remarks for non-provision of gratuity, leave salary, etc. as per AS - 15. Provision for gratuity is not made in view of appointment of major new staff after earthquake, frequent changes in major staff & remote Site of factory and therefore Expenses are debited on payment basis as and when the same is paid. As per Auditors comment in point no. 7 of the notes to Accounts regarding appointment of Qualified Company Secretary on whole time basis to comply with the requirements of Section 383 A of Companies Act, 1956, your directors have taken steps for complying aforesaid requirement. However, in absence of availability of suitable & affordable candidates, the said requirements cannot be complied. However, the Company is in the process of receiving the Compliance Certificate from Company Secretary.

9. FOREIGN EXCHANGE:-

Foreign Exchange inflow and outflow during the year was NIL

11. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

I. In preparation of annual accounts, the applicable accounting standards except AS-15 & AS-26 have been followed along with proper explanation relating to material departures;

II. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

IIII. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. We have prepared the annual accounts on a going concern basis as explained in note no.l of Schedule "M" notes forming part of Accounts

12. CORPORATE GOVERNANCE:-

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions subject to certain qualifications on Corporate Governance stipulated in clause 49 of the Listing Agreement is annexed thereto.

The Board of Directors of the Company adopted a Code of Conduct. The Directors have affirmed with the said code.

13. LISTING OF SHARES & LISTING FEES:-

The equity capital of the company continued to be listed on the Mumbai Stock Exchange and the necessary listing fees has been paid up to the year 2010-2011. As per directives issued by the Securities and Exchange Board of India, the equity shares of the Company are to be traded in the Dematform. The company continues to maintain necessary arrangement with NSDL and CDSL for required connectivity.

The statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, for the year ended on March 31,2010 is uncalled for. There is no director employed for the year or part of the year under review and were in receipt of remuneration in aggregate of Rs. 2,00,000/- p.m. or Rs. 24,00,000 p.a or more.

14. DEMATERIALISATION OF SHARES:-

As you are aware that company has made arrangement with Bigshare Services Pvt. Ltd., E-23, Ansa Indl. Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai- 400 072 (Tel: - 2852 34 74 / 2856 06 52 s 2856 06 53, Fax: [phone], E-mail: bepositaory Dom7.vsnl.net.in) to act asSecurities Deposalory Limited (NSDL) & Central

15. ACKNOWLEDGEMENT:-

The Management wishes to place on record its appreciation for the services rendered by

By Order of the Board

For Kachchh Minerals Ltd.

Prataprai G. Davda

Chairman & Exe. Director

Place : Mumbai

Date : 30th August 2010