Directors Report of Konndor Industries Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting
the 41^st Annual Report of your Company
together with Audited Accounts for the year
ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

Your company’s performance for the financial
year 2023-24 is summarized below:-

	2023-24 (Rs. in lacs)	2022-23 (Rs. in lacs)
Total Revenue	1378.86	1152.72
Total Expenses	1297.03	1115.95
Profit (Loss)	81.83	36.77
Before Taxes
Net Tax Expense	17.53	10.17
Profit/ (Loss)	64.30	26.60
for the period
(After Tax)

2. OPERATIONS:

Your Company has earned total revenue of
Rs. 1378.86 Lacs as compared to Rs. 1152.72
Lacs in the previous year. The total
expenditure incurred during the year was Rs.
1297.03 Lacs as compared to Rs. 1115.95
Lacs in the previous year. The Net Profit after
taxation during the year under review is Rs.
64.30 Lacs as compared to previous year’s
Profit of Rs. 26.60 Lacs.

3. DIVIDEND:

With a view to conserve the resources, your
Directors do not recommend any dividend
on the equity share capital of the Company
for the year ended 31^st March, 2024.

4. PUBLIC DEPOSITS:

Your Company has not accepted any
deposits from public during the year under
review.

5. DIRECTORS:

Ms. Ananya Acharya, retires at the ensuing
Annual General Meeting of the Company and
being eligible for re-appointment, she offers
himself for re-appointment.

Mr. Jignesh Shah has been appointed as
Additional Director of the Company in the
Board Meeting held on 13^th November, 2023.
His appointment is placed for confirmation
at item no. 4 for your approval.

During the year under review, term of
appointment of Mr. Pawanjitsingh Negi was
completed and he being not eligible for re¬
appointment has resigned from the office of
Independent Director w.e.f. 08^th May, 2023.

6. COMPOSITION AND NUMBER OF MEETINGS
OF THE BOARD

The Board of Directors of the Company
consists of well qualified and experinced
persons having expertise in their respective
areas. It has combination of 1 Executive
Director, 2 Independent Directors and 1
Non executive Director.

The Board meets at regular interval with gap
between two meetings not exceeding 120
days. Additional meetings are held as and
when necessary. During the year under the
review, the Board met 7 times on the
following dates: 08^th May, 2023, 29^th May,
2023, 24^th July, 2023, 14^th August, 2023, 29^th
August, 2023, 10^th November, 2023 and 12^th
February, 2024

7. DIRECTORS'' RESPONSIBILITY
STATEMENT:

In terms of Section 134 (3) of the Companies
Act, 2013, in relation to the financial
statements for FY 2023-24 the Board of
Directors state that

a) In preparation of the annual accounts,
the applicable accounting standards
have been followed along with proper

explanation relating to material
departures, if any;

b) The Directors have selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair
view of the state of affairs of the
Company as on 31^st March, 2024 and of
the profits for the year ended 31^st
March, 2024;

c) The Directors have taken proper and
sufficient care for 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; and

d) The financial statements have been
prepared on a going concern basis.

e) The Directors had laid down internal
financial controls to be followed by the
company and that such internal
financial controls are adequate and
were operating effectively.

f) The directors had devised proper
systems to ensure compliance with the
provisions of all applicable laws and
that such systems were adequate and
operating effectively

8. POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING

QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178

The Nomination & Remuneration Committee
considers the requirement of the skill on the
Board, integrity of the persons having
standing in their respective field/profession
and who can effectively contribute to the
Company''s business and policy decisions,

recommend the appointment to the Board
for approval.

Any payment to non-executive directors of the
Company is decided on the basis of the
market rate of the same service and the after
considering the professional knowledge and
expertise of the Director in the same field.

The Committee has approved a policy with
respect to the appointment and remuneration
of the Directors and Senior Management
personnel.

9. STATUTORY AUDITORS AND THEIR
REPORT

M/s. Vijay Moondra & Co, Chartered
Accountants, the Statutory Auditors of the
Company has Conducted the audit for
Financial Year 2023-24.

The Auditors’ Report does not contain any
qualification, reservation or any adverse
remark.

The board has decided to appoint them as
Statutory auditors to conduct the Audit for the
further Period at the ensusing Annual general
Meeting.

10. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Report on Corporate
Governance and Management Discussion &
Analysis Report are not applicable to the
Company, as the paid up equity share capital
of the Company is less than Rs. 10 Crore and
net worth of the Company is less than Rs. 25
Crores as on the last date of Financial year
2021-22.

11. INTERNAL AUDITORS

Pursuant to the provisions of Section 138
read with Rule 13 of the Companies
(Accounts) Rules, 2014, your Company has
appointed M/s RNCA & Associates.,
Chartered Accountants, as the Internal

Auditors of the Company for conducting
internal audit for the financial year 2024-25.

12.SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section
134(3) of the Companies Act, 2013, the
Board of Directors has appointed Ms. Viral
Garachh, Company Secretary, Ahmedabad as
Secretarial Auditor of the Company for FY
2023-24. The Secretarial Audit Report
issued in Compliance with SEBI (LODR) by
Ms. Viral Garachh Is annexed with the
Board’s report as Annexure B.

13.SECRETARIAL AUDITORS'' REMARKS

Ms. Viral Garachh, Company Secretary who
was appointed as Secretarial Auditor for the
Company for conducting audit for the year
2023-24, has given following qualifications
in her report

i. “Section 203 of the companies Act, 2013
has not been complied with having regards
to appointment of Key Managerial
Personnel”

ii. During the year under audit, it is observed
that the company obtained the Structural
Digital Database Software on 29^th July,
2023 and therefore the company did not
complied with the provisions of Regulation
3(5) and Regulation 3(6) of Security and
Exchange Board of India (Prohibition of
Insider Trading) Regulation, 2015 during
the 1^st quarter of the F.Y. 2023-24

14. MANAGEMENT''S VIEW ON REMARKS

With reference to the remarks provided in
the Secretarial Audit Report, Board of
Directors of the Company has considered
the remarks.

i. With respects to non-appointment of
Directors, your Directors were not able to
find any suitable candidate for the post and
thus the position remains vacant. Your

Directors will strive harder to find a
suitable candidate and will comply with
the law. With opening of the Independent
Director’s Repository, your Directors are
hopeful to appoint Directors to the Board.
ii. With respects to Structured Digital
Database, company was maintaining excel
based entry system, and shifted its entire
database on software w.e.f. 29^th July, 2023
and made good the non-compliance.

L5.CODE OF CONDUCT

The Company has adopted a Code of
Business Conduct based on the business
principles of the Company. The Board has
laid down the code of conduct for all Board
members and Senior management of the
Company. The code of conduct has been
posted on the website of the company. All
Board members and Senior management
personnel affirms the compliance with the
code on an annual basis in the prescribed
format.

L6.STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (6) OF SECTION 149

The Company has received declarations
from all the Independent Directors
confirming that they meet the criteria of
Independence as prescribed under the
applicable provisions of the Companies Act,
2013 read with the Schedules and Rules
issued thereunder as well as applicable
regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015.

17. DEMATERIALIZATION

The Equity shares of the Company are in
compulsory demat segment and are
available for trading in the depository
system of both National Securities
Depository Ltd (NSDL) and the Central
Depository Services (India) Ltd. (CDSL).
52,19,772 nos. of equity shares forming
94.59% of the equity share capital of the

Company stands dematerialized on 31^st
March, 2024.

18. LISTING OF SHARES:

The Equity Shares of the Company are listed
on the BSE Limited, the nation-wide Stock
Exchange.

19. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

All the related party transactions were at
arm’s length basis. They were in compliance
with the applicable provisions of the
Companies Act, 2013 and the Listing
Agreement.

All the related party transactions are put
forth for the approval of appropriate bodies,
as applicable, in compliance with the
applicable provisions of the Act. A statement
of all related party transactions is presented
before the Audit and Risk Management
Committee for its review on quarterly basis,
specifying the nature, value and terms and
conditions of the transaction.

20. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Provisions of Corporate Social Responsibility
(CSR) are currently not applicable to the
Company.

21. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The details relating to conservation of
energy, technology absorption, foreign
exchange earnings and outgo prescribed
under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the
Companies (Account) Rules, 2014 are not
applicable to the Company.

22. PARTICULARS OF EMPLOYEES

The information required pursuant to
Section 197 read with the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not
applicable to the Company.

23. THE EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the
Annual Return in Form MGT 9 as required
under Section 134 (a) of the Companies Act,
2013, is attached as Annexure A to this
Report.

24. APPRECIATION AND
ACKNOWLEDGEMENTS

The Board of Directors places on record
their appreciation for the continued support
and confidence received from its Bankers
and employees of the Company.

For and on behalf of the Board of Directors

Shashikant Thakar

Chairman

DIN:02887471

Place : Ahmedabad
Date: 13/08/2024

---

Mar 31, 2013

To, The Members of ARMS PAPER LIMITED, AHMEDABAD

the Directors take pleasure in presenting the 30th Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Your company''s performance for the financial year 2012-2013 is summarized below:

2012-13 2011-12 ( Rs.in lacs) (Rs. in lacs)

Total Revenue 4774.36 982.95

Total Expenses 4740.91 952.60

Profit Before Taxes 33.45 30.35

Net Tax Expense (11.24) (9.33)

Profit/ (Loss) for the period (After Tax) 22.21 21.02

OPERATIONS:

Your Company has earned total revenue of Rs.4774.36 Lacs as compared to Rs.982.95 Lacs in the previous year. The total expenditure incurred during the year was Rs. 4740.91 Lacs as compared to Rs. 952.60 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 22.21 Lacs as compared to Rs. 21.02 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.

DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company for the year ended 31st March, 2013.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under, during the year under review.

DIRECTORS:

During the year under review, Shri Rushal Patel, Shri Yogesh Varia & Shri Pawanjit Singh Negi were appointed as Additional Directors of the Company with effect from 13th May, 2013. They hold office up to the ensuing Annual General Meeting of the company. Shri Yogesh Varia was also appointed as Executive Director of the Company w.e.f. 13th May, 2013.

Shri Hemant Mehta and Shri Arvind Baldwa, Directors had resigned from the directorship of the Company w.e.f. 13th May, 2013 on account of their pre-occupation. Shri Jamnaprasad Maheshwari, Managing Director of the Company has resigned from the directorship of the Company w.e.f. 30th May, 2013. The Board places on record its appreciation for the services rendered by Shri Jamnaprasad Maheshwari, Shri Hemant Mehta and Shri Arvind Baldwa during their tenure as Director of the Company.

Shri Nishant Kumar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(1) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

(2) the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit for the year ended on that date.

(3) the directors to the best of their knowledge and ability have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) the directors have prepared the Annual Accounts on a "going concern basis".

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

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of Energy and Technology Absorption are not applicable. There were no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES:

The information required as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of the Directors'' Report for the year ended 31st March, 2013 is NIL.

CORPORATE GOVERNANCE:

A report on the Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report as stiputed under clause 49 of the Listing Agreement are annexed to this Report.

DEMATERIALISATION:

The Equity Shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services India Ltd (CDSL). As on 31st March, 2013, 5212821 nos. of equity shares forming 94.47% of the equity share capital of the Company stands dematerialized.

LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited, the nation wide Stock Exchange.

Your Company has paid annual listing fees for financial year 2013-14 to BSE Limited and annual custodial fees to National Securities Depository Limited and Central Depository Services (India) Limited.

AUDITORS :

M/s. Talati & Talati, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the company and have expressed their unwillingness for reappointment as Statutory Auditors of the Company. M/s. Pary & Co., Chartered Accountants, Ahmedabad, have given a written confirmation as per the provisions of Section 224(1B) of Companies Act, 1956, for being appointed as Statutory Auditors of the Company.

Your Directors recommend appointment of M/s. Pary & Co., Chartered Accountants, as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS'' REPORT:

There is no qualification, observations or adverse comments in the Auditors'' Report and hence it does not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge the co- operation received from Bankers of the Company, Government Agencies and Shareholders for their co- operation.

For and on behalf of the Board of Directors

Place : Ahmedabad Rushal Patel

Date : 30th May, 2013 Chairman

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Mar 31, 2012

To,The Members of ARMS PAPER LIMITED, AHMEDABAD

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Your company's performance for the financial year 2011-2012 is summarized below:

2011-12 2010-11 (Rs. in lacs) (Rs. in lacs)

Total Revenue 982.95 1332.60

Total Expenses 952.60 1279.59

Profit/(Loss) Before Taxes 30.35 53.01

Net Tax Expense (9.33) (0.05)

Profit/(Loss) for the period(After Tax) 21.02 52.96

OPERATIONS:

Your Company has earned a total revenue of Rs.982.95 Lacs as compared to Rs. 1332.60 Lacs in the previous year. The total expenditure incurred during the year was Rs. 952.60 Lacs as compared to Rs, 1279.59 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 21.02 Lacs as compared to Rs. 52,96 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.

DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company tor the year ended 31st March, 2012

AUDIT COMMITTEE:

The Audit Committee was reconstituted during the year under review and it consists of following members:

1. Shri Hemant Mehta Chairman

2. Shri Nishant Kumar Member

3. Shri Nikhil Rajpuna Member

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS:

During the year under review, Shri Kirit Patel, Director of the Company resigned from the directorship of the Company w.e.f. 1st March, 2012, on account of his pre-occupation. The Board places on record appreciation for the services rendered by Shri Kirit Patel during his tenure as Director of the Company.

Shri Nikhil Rajpuria and Shri Hemant Mehta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Sub section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is, hereby confirmed that

(1) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

(2) the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of "the Company as at 31st March, 2012 and of the Profit for the year ended on that date.

(3) the directors to the best of their knowledge and ability have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) the directors have prepared the Annual Accounts on a "going concern basis".

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

Since the Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding Conservation of Energy and Technology Absorption are not applicable. There were no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES:

The information required as per sub-section (2A) of Section 217 of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of the Directors' Report for the year ended 31st March, 2012 is NIL.

CORPORATE GOVERNANCE:

Our Board with well qualified independent Directors' guidance and team work and various committees constituted under corporate governance, is in a position to excel in its activities with complete fair and transparent practices. The Board committees regularly scrutinize the policies and proposals made by the operating management and also provide an unbiased independent assessment of the business procedures.

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report and a Report on Corporate Governance are given as Annexure to this Report.

A certificate from the Statutory Auditors of the Company regarding compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company is in process of implementing the Corporate Governance Voluntary Guidelines 2009, issued by Ministry of Corporate Affairs, in December, 2009.

DEMATERIALISATION:

The equity shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services India Ltd (CDSL). As on 31st March, 2012, 5201821 nos. of equity shares forming 94.27% of the equity share capital of the Company stands dematerialized.

LISTING OF SHARES:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), the nationwide Stock Exchange.

Your Company has paid annual listing fees for financial year 2012-13 to Bombay Stock Exchange Limited and annual custodial fees to National Securities Depository Limited and Central Depository Services (India) Limited.

AUDITORS AND AUDITORS' REPORT :

M/s. Talati & Talati, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Directors recommend re-appointment of M/s. Talati & Talati, Chartered Accountants, as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

There is no qualification, observations or adverse comments in the Auditors' Report and hence it does not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge the co-operation received from Bankers of the Company, Government Agencies and Shareholders for their co-operation.

For and on behalf of the Board of Directors

Jamna Prasad Maheshwari

Chairman & Managing Director

Place : Ahmedabad

Date : 29th May,2012

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Mar 31, 2011

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company together with Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

Your companys performance for the financial year 2010-11 is summarized below:

2010-11 2009-10 (Rs. in lacs) (Rs. in lacs)

Turn over and Other Income 1387.99 1998.31

Profit before Depreciation and Taxes 54.56 154.52

Depreciation (1.55) (1.20)

Prof it Before Taxes 53.01 153.32

Taxation (0.05) (0.69)

Profit after Taxation 52.96 152.63

Add/Less: Prior Period Income — 11.62

Balance Brought Forward from Last Year 21.93 (142.32)

Balance Carried to Balance Sheet 74.89 21.93

OPERATIONS:

Your Company has earned a total income from sales and other sources of Rs. 1387.99 Lacs as compared to Rs. 1998.31 Lacs in the previous year. The total expenditure incurred during the year was Rs. 1334.98 Lacs as compared to Rs. 1844.99 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 52.96 Lacs as compared to Rs. 152.63 Lacs in the previous year. Your Directors are exploring various new business opportunities that will enable the Company to improve its financial position.

DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company for the year ended 31st March, 2011.

AUDIT COMMITTEE:

The Audit Committee was reconstituted during the year under review and it consists of following members:

1. Shri Hemant Mehta : Chairman

2. Shri Nishant Kumar : Independent Director

3. Shri Kirit Patel : Independent Director

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS:

There is no change in the Directorship of the Company during the year under review.

Shri Nishant Kumar and Shri Kirit Patel retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Sub section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

(1) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

(2) the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profit for the year ended on that date.

(3) the directors to the best of their knowledge and ability have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) the directors have prepared the Annual Accounts on a "going concern basis".

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

Since the Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act,,1956, regarding Conservation of Energy and Technology Absorption are not applicable. There were no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES:

The information required as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of the Directors Report for the year ended 31st March, 2011 is NIL.

CORPORATE GOVERNANCE:

Our Board with well qualified independent Directors guidance and team work and various committees constituted under corporate governance, the Company is in a position to excel in its activities with complete fair and transparent practices. The Board committees regularly scrutinize the policies and proposals made by the operating management and also provide an unbiased independent assessment of the business procedures.

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report and a Report on Corporate Governance are given as Annexure to this Report.

A certificate from the Statutory Auditors of the Company regarding compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company is in the process of implementing the Corporate Governance Voluntary Guidelines 2009, issued by Ministry of Corporate Affairs, in December, 2009.

DEMATERIALISATION:

The Equity shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services India Ltd (CDSL). As on 31st March, 2011, 5200221 nos. of equity shares forming 94.24% of the equity share capital of the Company stands dematerialized.

LISTING OF SHARES:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Bombay Stock Exchange Limited has nationwide terminal and therefore, shareholders/ investors are not facing any difficulty in trading in the shares of the Company from any part of the country.

Your Company has paid annual listing fees for financial year 2011-12 to Bombay Stock Exchange Limited and annual custodial fees to National Securities Depository Limited and Central Depository Services (India) Limited.

AUDITORS AND AUDITORS REPORT :

M/s. Talati & Talati, Chartered Accountants the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the ceiling prescribed under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Directors recommend re-appointment of M/s. Talati & Talati, Chartered Accountants, as the Statutory Auditors of the Company and fixation of their remuneration.

There is no qualification, observations or adverse comments in the Auditors Report and hence it does not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge the co-operation received from Bankers of the Company, Government Agencies and Shareholders for their co-operation.

For and on behalf of the Board of Directors

Jamna Prasad Maheshwari Managing Director

Place : Ahmedabad Date : 7th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

Your companys performance for the financial year 2009- 10 is summarized below:



2009-10 2008-09

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

Turn Over and Other Income 2079.26 4051.43 Profit Before Depreciation

and Taxes 154.52 200.77

Depreciation (1.20) (0.21)

Profit Before Taxes 153.32 200.56

Taxation (0.69) (32.55)

Profit After Taxation 152.63 168.01

Add/Less: Prior Period Income 11.62 - Balance Brought Forward

from Last Year (142.32) (310.33) Balance Carried to

Balance Sheet 21.93 (142.32)



OPERATIONS:



Your Company has earned a total income from sales and other sources of Rs. 2079.26 Lacs as compared to Rs. 4051.43 Lacs in the previous year. The total expenditure incurred during the year was Rs. 1925.94 Lacs as compared to Rs. 3850.86 in the previous year. A provision of Rs. 0.69 Lacs is made for taxation. The Net Profit after taxation during the year under review is Rs. 152.63 Lacs as compared to Rs. 168.01 in the previous year. Your Company has wiped off the accumulated losses this year and a Credit Balance of Rs. 21.93 Lacs is carried to the Balance Sheet.

DIVIDEND:

With a view to conserve the resources, your Directors have decided not to recommend dividend on equity shares for the year ended 31st March, 2010.

FIXED DEPOSITS:

Your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS:

Shri Arvind Baldwa and Shri Nikhil Rajpuria retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Sub section 2AA of Section 217 of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

(1) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

(2) the directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit for the year ended on that date.

(3) the directors to the best of their knowledge and ability have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) the directors have prepared the Annual Accounts on a “going concern basis”.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

Since the Company is not engaged in any manufacturing activity, particulars under Section 217(1)(e) of the Companies Act, 1956, regarding Conservation of Energy and Technology Absorption are not applicable. There were no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES:

The information required as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended and forming part of the Directors Report for the year ended 31st March, 2010 is NIL.

CORPORATE GOVERNANCE:

The Company continues to remain committed for high standards of corporate governance. The report on Corporate Governance as per the requirement of the listing agreement with stock exchanges forms part of this report. The Company has complied with all the requirements of Corporate Governance. The certificate from the statutory auditors of the

Company regarding compliance by the Company of the conditions stipulated under Clause 49 of Listing Agreement is attached to this Report.

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis Report and Report on Corporate Governance are given as Annexure to this Report.

The Company is in process of implementing the Corporate Governance Voluntary Guidelines 2009, issued by Ministry of Corporate Affairs, in December, 2009.

DEMATERIALISATION:

The shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services India Ltd (CDSL). As on 31st March, 2010, 5197721 nos. of equity shares forming 94.19% of the equity share capital of the Company stands dematerialized.

LISTING OF SHARES:

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Bombay Stock Exchange Limited has nation wide terminal and therefore, shareholders/investors are not facing any difficulty in trading in the shares of the Company from any part of the country.

Your Company has paid annual listing fees for financial year 2010-11 to Bombay Stock Exchange Limited and annual custodial fees to National Securities Depository Limited and Central Depository Services (India) Limited.

AUDITORS AND AUDITORS REPORT:

M/s. Shah Mohnot Singhal & Co., Chartered Accountants the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Directors recommend re-appointment of M/s. Shah Mohnot Singhal & Co., Chartered Accountants as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

There is no qualification, observations or adverse comments in the Auditors Report and hence it does not call for any further explanation.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge the co-operation received from Banks, the Reserve Bank of India and other Government Agencies and Shareholders resulting in improved performance during the year under review.



For and on Behalf of the Board of Directors

Place : Ahmedabad Jamnaprasad Maheshwari

Date : 27th May, 2010 Managing Director