Directors Report of Lake Shore Realty Ltd.

Mar 31, 2025

Your Directors take pleasure in submitting the 38^th Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

(Figures in lakhs)
Particulars	Forthe year ended	Forthe year ended
	31-03-2025*	31-03-2024*
Revenue from operations	0.00	0.00
Other Income	135.80	125.08
Total Revenue	135.80	125.08
Profit before tax and Exceptional Items	96.85	88.43
Exceptional Items	0.00	0.00
Profit before Taxation	96.85	88.43
-Current Tax	24.54	23.57
-Deferred Tax	(0.54)	(0.80)
-Excess/Short provision of tax	0.00	(0.65)
Net Profit/(Loss) For the Year	72.85	66.31
*Figures are grouped wherever necessary.

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company''s website www.lakeshorerealty.in.

2. STATE OF COMPANY''S AFFAIR

During the year, Your Company not earn any revenue form business operation but there is other income Rs. 135.80 Lacs as compared to total 125.08 Lacs in financial year 2023-24 and Profit before Tax for the year 2024-25 stood at Rs. 96.85 Lacs as compared to profit before tax of Rs. 88.43 Lacs in financial year 2023-24. Profit after Tan x for the current year stood at Rs. 72.85 Lacs as compared to profit after Tax of Rs. 66.31 Lacs in financial year 2023-24.

Your Company is constantly looking out for viable business proposals and is trying to come up with some business plan for growth of the Company in near future.

A detailed analysis on the Company''s performance is included in the "Management''s Discussion and Analysis Report", which forms part of this Report.

3. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate Company.

4. ROAD AHEAD:

Our vision is to lead in the development and management of large-scale projects across various sectors, including real estate, infrastructure, hospitality, education, healthcare, and industrial warehousing. Our priorities moving forward are;

â¢ Increase our involvement in high-impact projects across multiple sectors, both in India and internationally, by identifying new opportunities and collaborating with strategic partners.

â¢ Provide integrated solutions that cover the full project lifecycleâfrom planning and design to construction, leasing, and marketingâdelivering turnkey services with exceptional quality, efficiency, and innovation.

â¢ Explore opportunities for growth beyond domestic borders, identifying emerging markets and sectors where our expertise can add value.

5. DIVIDEND:

No dividend is recommended for the financial year ended 31^st March, 2025.

6. TRANSFER TO RESERVE:

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL:

The Company''s Authorised Share capital comprising:

â¢ Rs. 20,00,00,000 (Rupees Twenty Crore Only) equity share capital divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each.

As at 31^st March, 2025, the Company has issued 35,00,700 (Thirty-Five Lakhs Seven Hundred) Equity Shares Equity Shares of Rs. 10/- each. The Issued, Subscribed and paid up Capital are as under:

During the year under review, there is no change in the paid-up capital of the Company.

8. SHARES:

Buy Back of Securities

Your Company has not bought back any of its securities during the financial year.

Sweat Equity:

Your Company has not issued any Sweat Equity

Shares during the financial year.

Bonus Shares:

No Bonus Shares were issued during the financial year.

Employees Stock Option Plan

Your Company has not provided any Stock Option

Scheme to the employees during the financial year.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the course of this financial year, the company has undergone significant changes in its nature of business operations. The Company was primarily engaged in manufacturing of dairy products and pharma nutritional products which has post Members approval diversified into the operation in development and management of projects relating to real estate, infrastructure, hospitality, education, healthcare, industrial warehousing etc. Due to a change in the nature of the business, the Company name was duly changed from Mahaan Foods Limited to Lake Shore Realty Limited, w.e.f. 22^nd April, 2025.

10. DEPOSITORY SYSTEM:

The Company''s equity shares are available for Dematerialisation through National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). As of March 31, 2025, 87.70% of the Company''s equity shares were held in dematerialised form.

11. PUBLIC DEPOSITS:

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

Issued Capital	3,50,07,000
Subscribed Capital	3,50,07,000
Paid Up Capital	3,50,07,000

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in nature.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

13.1 DIRECTORATE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and other applicable rules, regulations, if any, the Company has an optimum combination of the Executive and Non-Executive Directors in the Board of Directors of the Company. As on 31^st March, 2025, the Board comprised of 5 (Five) The composition of the Board as on 31^st March, 2025 is as below:

Sr. No.	Name of Director	Designation
1.	Mrs. Saloni Goyal	Non-Executive Director,
2.	Mr. Sanjeev Goyal	Managing Director & Chairman
3.	Mrs. Manisha Goyal	Non-Executive Independent Director
4.	Mr. Achal Kumar Khaneja	Non-Executive Independent Director
5.	Mr. Dharmesh Bhutani	Non-Executive Independent Director

Further, after closure of financial till the date of preparation of Director Report''s. The Board was re-constituted due to change in management as under

Changes in Management post the financial year Appointments:

Mr. Chandan Hiralal Prajapati (DIN: 07214900) was appointed as an Additional Non-Executive Director of the Company w.e.f. 4^th August, 2025, subject to approval of the shareholders.

Ms. Bhairavi Chandrakant Goswami (DIN: 00576641) was appointed as an Additional Director and Managing Director of the Company under promoter category w.e.f. 4^th August, 2025, subject to approval of the shareholders.

Mr Vijay Kumar (Din:07904740) was appointed as Additional Independent Director (Non-Executive) of the Company

w.e.f. 4^th August, 2025, subject to approval of the shareholders.

Mrs. Ruchi Ghanashyam (DIN: 09148241) was appointed as Additional Independent Director (NonExecutive) of the Company w.e.f. 4^th August, 2025, subject to approval of the shareholders.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

Retirement by Rotation:

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Chandan Hiralal Prajapati (DIN: 07214900) Non-Executive Director, retire by rotation and is being eligible has offered himself for reappointment at the ensuing Annual General Meeting. Company''s policy on directors'' appointment and remuneration is available on the website of the company at www.lakeshorerealty.in.

Cessation:

Resignation of Mrs. Saloni Goyal (DIN: 00400832), Mrs. Manisha Goyal (DIN: 00724073), Mr. Sanjeev Goyal (DIN: 00221099) Mr. Dharmesh Bhutani (DIN: 00235301), and Mr. Achal Kumar Khaneja (DIN: 02282489) from the office of Director of the Company w.e.f. 4^th August, 2025 due to change of management.

13.2 KEY MANAGERIAL PERSONNEL:

Appointments of KMP:

During the financial year under review Mr. Ankit Agarwal appointed as Company Secretary & Compliance Officer w.e.f. 14^th November, 2024

Further, after closure of financial till the date of preparation of Director Report''s. Ms. Bhairavi Chandrakant Goswami is appointed as Managing Director of the Company w.e.f. 4^th August, 2025, due to change of management.

Cessation of KMP

During the financial year under review Ms. Ritika Aggarwal resigned as Company Secretary & Compliance Officer w.e.f. June 12, 2024 and Mr. Shivam Sharma has joined as Company Secretary & Compliance Officer of the Company w.e.f. July 16, 2024.and resigned from the office w.e.f. 05^thOctober, 2024.

Further, after closure of financial till the date of preparation of Director Report''s. Mr. Jitender Singh Bisht resigned from the office of CFO of the Company w.e.f. 4^th August, 2025, due to change of management.

Further, after closure of financial till the date of preparation of Director Report''s. Mr. Ankit Agarwal resigned from the office as Company Secretary & Compliance Officer of the Company w.e.f. 13^th August, 2025, due to change of management.

The Board placed on record its appreciation for the valuable services rendered by Ms. Ritika Aggarwal, Mr. Shivam Sharma, and Mr. Jitender Singh Bisht.

14. ANNUAL RETURN:

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2024-25 is available on Company''s website at www.lakeshorerealty.in.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, and SEBI Listing Regulations all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and information.

16. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is www.lakeshorerealty.in.

17. COMMITTEES OF THE BOARD:

The Company has constituted the three Committees of the Board: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

Audit Committee:

Terms of Reference:

The Audit Committee provides direction to the audit function in the Company and monitors/reviews the quality of financial management and internal audit. It also oversees

the financial reporting process for proper disclosure in the financial statements and recommends appointment, re-appointment and removal of the auditors and about fixing their remuneration.

The Committee also reviews the quarterly, halfyearly as well as annual financial statements before the same are submitted to the Board, with particular reference to matters to be included in Directors'' Responsibility Statement; changes, if any, in the accounting policies and practices; major accounting entries involving estimates based on exercise of judgment by the management; significant adjustments made in financial statements; compliance with listing and other legal requirements relating to financial statements; disclosure and approval of related party transactions; qualifications, if any, in the draft audit report; scrutiny of inter-corporate loans and investments if any, valuation of undertakings or assets of the company, wherever it is necessary; etc. It also oversees the working of the Internal Audit system, including the internal control mechanism of the Company.

The Terms of reference of the Committee can be accessed at website of the Company at www.lakeshorerealty.in

Composition: The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

*The Audit Committee consists of the following members as on 31^st March, 2025:

Sr. No.	Name of Director	Category
1.	Mr. Sanjeev Goyal	Managing Director
2.	Mrs. Manisha Goyal	Non-Executive Independent Director
3.	Mr. Achal Kumar Khaneja	Non-Executive Independent Director

4.	Mr. Dharmesh Bhutani			Non-Executive Independent Director
*Note: Further, after closure of financial till the date of preparation of Director Report''s. The Audit Committee was re-constituted due to change in management is given in Annexure- 5 Meeting and attendance: Following are the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year as on 31^st March, 2025 under review:
Sr. No.		Date of Meeting	Total No of Mem bers on date of meeti ng		Attendance
					No. of Memb ers atten ded	% of Atten dance
1.		29-05-2024	4		3	75%
2.		13-08-2024	4		4	100%
3.		14-11-2024	4		3	75%
4		25-01-2025	4		3	75%

Nomination and Remuneration Committee:

Terms of Reference inter-alia includes:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;

3. Devise a policy on diversity of the Board of Directors;

4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

Set the level and composition of remuneration

6. which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;

7. Set the relationship of remuneration to performance;

8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and longterm performance objectives appropriate to the working of the Company and its goals;

9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;

10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans); and

11. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is www.lakeshorerealty.in

Composition: The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

*The Nomination and Remuneration Committee consists of the following members as on 31^st March, 2025:

	Sr. No.		Name of Director			Category
	1.		Mr. Sanjeev Goyal			Managing Director
	2.		Mrs. Manisha Goyal			Non-Executive Independent Director
	3.		Mr. Achal Kumar Khaneja			Non-Executive Independent Director
	4.		Mr. Dharmesh Bhutani			Non-Executive Independent Director
*Note: Further, after closure of financial till the date of preparation of Director Report''s. The Audit Committee was re-constituted due to change in management is given in Annexure- 5 Meeting and attendance: Following are the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year as on 31^st March, 2025 under review:
Sr. No		Date of Meeting		Total No of Member s on date of meeting	Attendance
					No. of Member s attende d		% of Attendanc e
1.		29-05 2024		4	3		75%
2.		16-07 2024		4	3		75%
3.		14-11 2024		4	3		75%

Stakeholder Relationship Committee:

Terms of Reference:

1. To monitor complaints received by your Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India (''SEBI''), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by your Company for redressing the same;

2. To approve requests for transposition, deletion, consolidation, sub-division, change of name,

dematerialisation, rematerialisation, etc. of shares, debentures and other securities;

3. To review the measures taken to reduce the quantum of unclaimed dividend/ interest and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of your Company;

4. To resolve grievances of security holders including complaints related to transfers/transmission of shares, non-receipt of annual report, non-receipt of dividends, issue of new/duplicate certificates, general meetings, etc.

5. To review measures taken for effective exercise of voting rights by shareholders;

6. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent; and

7. To perform such other acts, deeds, and things as may be delegated to the Committee by the Board from time to time.

Composition: The composition of the Stakeholder Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

*The Stakeholder Relationship Committee consists of the following members as on 31^st March, 2025:
Sr. No.	Name of Director	Category
1.	Mr. Sanjeev Goyal	Managing Director
2.	Mrs. Manisha Goyal	Non-Executive Independent Director
3.	Mr. Achal Kumar Khaneja	Non-Executive Independent Director
4.	Mr. Dharmesh Bhutani	Non-Executive Independent Director

*Note: Further, after closure of financial till the date of preparation of Director Report''s. The Stakeholder Relationship Committee was re-constituted due to change in management is given in Annexure- 5

Meeting and attendance: Following are the detail of the attendance of each of the members of the Stakeholder Relationship Committee at its Meeting held during the year as on 31^st March, 2025 under review:

18. CORPORATE GOVERNANCE:

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliances with the Corporate Governance provisions as specified under regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clause (b) to (i) and (t) of sub regulation (2) of regulation 46 and Para-C, D and E of Schedule V are not applicable to the Company as paid-up share capital of the Company is less than Rs.10 crore and the net-worth of the Company is less than Rs. 25 crores as on the financial year ended on 31^st March, 2025. However, in accordance with provisions of regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has made compliances with the applicable provisions under the Companies Act, 2013.

19. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as per Annexure -2.

Sr	Date of Meeting	Total No	Attendance
		of	No.	% of
N		Member	of	Atte
o.		s on date	Mem	nda
		of	bers	nce
		meeting	atte
			nded
1.	25-01-2025	4	4	100 %

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director''s report

21. AUDITORS:

STATUTORY AUDITORS:

M/s PGS & Associates, Chartered Accountants (Firm Registration No. 122384W) be and are hereby recommended to be appointed as Statutory Auditors of the Company for a term of Five consecutive Financial years commencing from the conclusion of this Annual General Meeting till the conclusion of the 43^rd Annual General Meeting on recommendation of the Audit Committee subject to the approval of shareholders of the Company.

INTERNAL AUDITOR:

The Board has appointed M/s. NKN & Associates, Chartered Accountants, (FRN: 028140N), as an Internal Auditor for financial year 2024-25 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal audit report for the financial year 2024-25 is received.

SECRETERIAL AUDITOR:

Your board has appointed in compliance with Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 29.08.2025 based on recommendation of the Audit Committee, has approved the appointment of CS Dipti Dharmesh Zaveri, Practising Company Secretary (Membership No. 10170, Certificate of Practice No. 12575 as Secretarial Auditors of the Company for FY 2025-26.

The secretarial report for the financial year 2024-25 is attached as Annexure-3 which is duly received from

M/s. Rahul G & Company, Company Secretaries (ACS: 51394 and CP: 20528), who was the Secretarial Auditor for the FY 2024-25.

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks which required any clarification from the Board.

22. COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor Report are selfexplanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

23. NUMBER OF MEETING HELD DURING THE YEAR:

During the Financial Year 2024-25, Five (5) Board Meetings were convened and held and the gap between two meetings did not exceed 120 days.

Board meetings held on following dates:
	Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
	1.	29-05-2024	5	4
	2.	16-07-2024	5	4
	3.	13-08-2024	5	5
	4.	14-11-2024	5	4
	5.	25-01-2025	5	4

24. LOANS, GUARANTEES AND INVESTMENT:

The Company neither granted any loan or guarantee nor made any investment in terms of provisions of Section186 of the Act.

25. DECLARATION BY INDEPENDENT DIRECTORS:

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed

as Independent Directors under the provisions of the

Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately 15th February, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

27. FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:

The Independent Directors are already conversant with their roles, rights, duties and responsibilities in the company, and are familiar with the nature of industry in which the company operates etc. Further, Independent Directors are regularly briefed about the latest updates pertaining to regulatory/statutory changes and its likely impact on the Company workings.

The said familiarization programme for independent directors, is also available on the Company''s website at www.lakeshorerealty.in.

28. VIGIL MECHANISM & WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the

website of the Company at www.lakeshorerealty.in.

29. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That 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 if the Company at the end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

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.

30. ANNUAL EVALUATION:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 15^th February, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

31. REMUNERATION POLICY:

Pursuant to the provisions of Section 178(3) of the Act, the Board has on the recommendation of the NRC framed a policy on Remuneration of Directors and Senior Management Employees, which is available on the Company''s website at www.lakeshorerealty.in.

discretion considers the integrity, qualification, expertise and experience of the person for appointment as a director and then recommends to the Board of her appointment.

Managing Director: They are paid remuneration as decided and approved by the Board from time to time on recommendation of the Committee. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Company''s business relating to the position.

Other Directors: The Company remunerates its nonexecutive by way of Sitting Fees for attending meetings of the Board and/or any Committee thereof decided by the Board subject to the maximum amount prescribed under the applicable provisions of the Companies Act, 2013.

32. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board''s report. The detailed report form part of Independent Auditors Report.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure -4 to this report and form part of this Report.

36. RISK MANAGEMENT:

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. Your Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

37. LISTING AT STOCK EXCHANGE:

The Annual Listing Fee for the current year has been paid to the BSE Limited.

38. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to Share Purchase Agreement dated May 30, 2025 transfer of 19,19,360 equity shares of ^10 each, constituting 54.84% of the paid-up equity share capital of the Company by Mr. Aditya Goyal, Mr. Sanjeev Goyal, Ms. Saloni Goyal, Ms. Sanya Goyal, M/s. Sanjeev Goyal HUF and Ms. Priyanka Sethi (collectively "Selling Promoters") to AL Maha

Investment Fund Pcc - Onyx Strategy and Indigo Infracon Private Limited (collectively "Acquirers").

As a result of this transaction, all management control and rights of the Company have been transferred to the Acquirers, and the Selling Promoters have ceased to have any role in the management or decision-making of the Company effective from the date of the agreement.

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

Your Company has in place a policy against sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There are not more than 10 employees in your Company hence Internal Complaint Committee is not set up. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on 31^st March, 2025 for redressal.

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During the year there are not more than 10 employees in your Company hence the provisions of the Maternity Benefit Act, 1961, currently not applicable to your Company.

41. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the 31^st March, 2025.

Male Employees: 2 Female Employees: 0 Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

42. SECRETARIAL STANDARDS ISSUED BY THEINSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

43. PREVENTIONOF INSIDER TRADING:

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at www.lakeshorerealty.in.

44. RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

45. FRAUD REPORTING:

During the financial year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, details of which needs to be mentioned in this Report.

46. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

47. STATUTORY INFORMATION:

The Company is basically engaged in the business of infrastructure and is a Real estate Company. Apart from this business, the company is not engaged in any other business/activities.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 during the financial year.

49. APPRECIATION:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the company viz. Shareholders, banks and other business partners for their valuable support and look forward to their continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of the company for their support and contribution to the company.

50. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year

Mar 31, 2024

Your directorsâ have the pleasure in presenting Thirty Seventh (37^th) Annual Report on the business
and operations of M/s Mahaan Foods Limited (âthe Company/ MFLâ), along with the audited
financial statements, for the financial year ended March 31, 2024.

Financial Highlights & State of Affairs:

The Companyâs financial performance for the year ended March 31, 2024, is summarized below:

(Figures in lakh except EPS)

Particulars	Current Financial Year 2023-2024	Previous Financial Year 2022-2023
Revenue from Operations	0.00	0.00
Other Income	125.08	114.39
Total Income of the Company	125.08	114.39
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	92.92	84.44
Less: Depreciation/ Amortization/ Impairment	4.44	5.00
Profit before Finance Costs, Exceptional items and Tax Expense	88.48	79.44
Less: Finance Costs	0.05	0.17
Profit before Exceptional items and Tax Expense	88.43	79.27
Add/(less): Exceptional items	0.00	0.00
Profit before Tax Expense	88.43	79.27
Less: Tax Expense (Current & Deferred)	22.12	21.22
Profit for the year (1)	66.31	58.05
Other Comprehensive Income (2)	0.00	0.00
Total Comprehensive Income (1 2)	66.31	58.05
No. of Equity Shares of Rs. 10/- each	35,00,700	35,00,700
Paid-Up Equity Share Capital	350.07	350.07
Earning Per Equity Share:
1. Basic EPS	1.89	1.66
2. Diluted EPS	1.89	1.66

The Company achieved turnover including other income of Rs. 125.08/- Lakhs and posted net profit
of Rs. 66.31/- Lakhs for the financial year ended on 31st March, 2024 as against turnover including
other income of Rs. 114.39/- Lakhs and net profit of Rs. 58.05 Lakhs in the previous financial year.

Your Company is constantly looking out for viable business proposals and is trying to come up with
some business plan for growth of the Company in near future.

Share Capital:

As on March 31, 2024, there was no change in the authorized share capital of the Company and it
stood at Rs. 20,00,00,000/- (Rupees Twenty Crore Only) consisting of 2,00,00,000 (Two Crore)
Equity Shares of Rs. 10/- (Rupees Ten Only) each. As on March 31, 2024, issued, subscribed and
paid-up capital of the Company was Rs. 3,50,07,000/- (Rupees Three Crore Fifty Lakhs Seven
Thousand Only) divided into 35,00,700 (Thirty-Five Lakhs Seven Hundred) Equity Shares of Rs.
10/- (Rupees Ten Only) each.

During the year under review, there is no change in the paid-up capital of the Company.

Transfer to Reserves:

The Company has not transferred any amount to the reserves during the current year ended on March
31, 2024.

Subsidiaries, Joint Venture and Associate Companies:

The Company does not have any subsidiary, joint venture and associate Company.

Directors and Key Managerial Personnels (KMPs):

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and other applicable rules, regulations, if any, the Company has an
optimum combination of the Executive and Non-Executive Directors in the Board of Directors of the
Company. As on March 31, 2024, the Board comprised of 5 (Five) Directors, out of which 3 (Three)
were Non-Executive Independent Directors, 1(One) is Managing Director, and 1 (One) is Women
Non- Executive Director.

During the financial year under review, on the recommendation of Nomination and Remuneration
Committee, the Board of Directors (âBoardâ) of the Company approved the appointment of Mrs.
Manisha Goyal as Non-Executive Independent Director of the Company, accordingly the
shareholders approved her appointment at the 36^th Annual General Meeting of the Company held on
Friday, July 28, 2023 for a second term of five consecutive years effective from May 04, 2023 to
May 03, 2028 (both days inclusive). Mrs. Manisha Goyal (DIN No.: 00724073) is not liable to retire
by rotation.

During the financial year under review, there were no changes in the KMPâs of the Company. The
Key Managerial Personnel of the Company as on March 31, 2024, were Mr. Sanjeev Goyal
(Managing Director), Mr. Jitender Singh Bisht (Chief Financial Officer) and Ms. Ritika Aggarwal
(Company Secretary & Compliance Officer). Ms. Ritika Aggarwal resigned as Company Secretary
& Compliance Officer w.e.f. June 12, 2024 and Mr. Shivam Sharma has joined as Company
Secretary & Compliance Officer w.e.f. July 16, 2024.

Mrs. Saloni Goyal (DIN: 00400832), Non- Executive Director of the Company shall be retiring by
rotation at the ensuing AGM. She being eligible has offered herself for re-appointment. The Board
has recommended her reappointment to the shareholders. Her details as required to be disclosed are
contained in Annexure A to the Notice.

Dividend:

No dividend is recommended for the financial year ended 31^st March, 2024.

Deposit from Public:

During the year, your Company has not accepted/ renewed any deposits within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014. The total deposits remained unpaid or unclaimed as at 31st March, 2024 is Nil. There is
no default in repayment of deposits or payment of interest thereon during the year.

Particulars of Contract or Arrangement with Related Parties:

During the year under review, there were no material transactions, as defined under the provisions of
Act, SEBI Listing Regulations, between the company and related parties, if any. All the transactions
with related parties were carried out in the ordinary course of business at Armsâ Length basis and
details of such transactions are mentioned in notes attached to the financial statements, appearing at
Note 27 in the financial statement. Further, Form AOC-2 containing the necessary disclosure in this
regard is attached as âAnnexure-Aâ

Conservation of energy, Research and Development, Technology, absorption, Foreign
Exchange Earning and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8, of Companies
(Accounts) Rules, 2014, is given in âAnnexure- Bâ.

Particulars of Loans, Guarantees or Investments:

The Company neither granted any loan or guarantee nor made any investment in terms of provisions
of Section186 of the Act.

Annual Return:

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act and the rules made, the Annual
Return of the Company in prescribed Form MGT-7 is available under âInvestorsâ section on the
website of the Company at www.mahaanfoods.com.

Material changes and commitments affecting the financial position between the end of the
financial year and Date of Report:

There were no material changes and commitments affecting the financial position of the Company
which have occurred since the end of the financial year.

Change in the nature of the Business:

During the year under review, there was no change in the nature of the business of the Company.
Declaration by the Independent Directors:

As on March 31, 2024, Mr. Dharmesh Bhutani, Mr. Achal Kumar Khaneja and Mrs. Manisha Goyal
were the Independent Directors on the Board of the Company. The Company has received necessary
declarations from all the Independent Director confirming that they meet the criteria of independence
as prescribed under Section 149 (6) of the Act read with schedules and rules made thereunder and
SEBI Listing Regulations. In terms of Regulation 25 (8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstances or situations which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.

Independent Directors Meeting:

As per requirement of Regulation 25 of Listing Regulations and provisions of Section 149 read with
Schedule IV of Companies Act, 2013, a separate meeting of Independent Directors was also held
without the presence of Non-Independent Directors & members of management on February 10, 2024
at which three Independent Directors were present. The Board also confirms that in its opinion, all the
independent directors fulfill the applicable conditions of independence as specified in the Listing
Regulations and that they are independent of the management of the Company.

Familiarization Programme for Independent Directors:

The Independent Directors are already conversant with their roles, rights, duties and responsibilities in
the company, and are familiar with the nature of industry in which the company operates etc. Further,
Independent Directors are regularly briefed about the latest updates pertaining to regulatory/statutory
changes and its likely impact on the Company workings.

The said familiarization programme for independent directors, is also available at link of
https://www.mahaanfoods.com/docs/Familarisation%20Programme%20for%20Independent%20Direc
tors.pdf on the Companyâs website at www.mahaanfood.com.

Number of Board Meeting & Attendance of Directors:

During the Financial Year 2023-24, Five (5) Board Meetings were convened and held and the gap
between two meetings did not exceed 120 days. The Board Meetings were held on May 26, 2023,
June 23, 2023, August 12, 2023, November 07, 2023 and February 08, 2024 respectively.

Names and Categories of Directors on the Board, their attendance at the Board Meeting and Annual
General Meeting and number of Directorships and Committee positions held by them in other
companies, as at March 31, 2024, are as given below:

Name of Director	Category V	No. of Board Meetings attended during the year	Attendanc e at the last AGM held on 28/07/2023	No. of Directorship held as on 31-03Â¬ 2024 in other companies¹(Public and Private)		No. of Committee membership held as on 31-03-2024 in other companies (Public and Private)
Name of Director	Category V	No. of Board Meetings attended during the year	Attendanc e at the last AGM held on 28/07/2023	As Chairman	As Director	As Chairman	As Member
Mr. Sanjeev Goyal	Promoter & Chairman cum Managing Director	05	Present		3		1
Mrs. Saloni Goyal	Promoter &Director	05	Present	-	1	-	-
Mrs. Manisha Goyal	Independent Director	02	Present	-	2	1	-
Mr. Achal Kumar Khaneja	Independent Director	05	Present
Mr. Dharmesh Bhutani	Independent Director	04	Present		2		1

The Nomination & Remuneration Committee has carried out the annual evaluation of the Board, of
each of its Committee and of all individual Directors, as required under the provisions of Section
134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The
Board has also evaluated the performance of the Independent Directors of the company in
accordance with the Schedule IV of Companies Act, 2013. In the opinion of Board, all the
Independent directors are eligible and competent to continue as Independent directors of the
company.

Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing
Regulations, the Board has on the recommendation of the NRC framed a policy on Remuneration of
Directors and Senior Management Employees, which is available on the Companyâs website at
https://www.mahaanfoods.com/docs/Nomination%20and%20Remuneration%20Policy.pdf

The current Remuneration Policy inter-alia ensures that appropriate and suitable members are
appointed on the Board of the Company and that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks.
The Nomination and Remuneration Committee at its sole discretion considers the integrity,
qualification, expertise and experience of the person for appointment as a director and then
recommends to the Board of his/her appointment.

â¢ Executive Director / Managing Director / Whole-time Director: They are paid remuneration as
decided and approved by the Board from time to time on recommendation of the Committee. Such
remuneration is determined according to industry standards, experience, laws and regulations,
prevailing market conditions and the scale of Companyâs business relating to the position. ¹

Terms of Reference: The Audit Committee provides direction to the audit function in the Company
and monitors/reviews the quality of financial management and internal audit. It also oversees the
financial reporting process for proper disclosure in the financial statements and recommends
appointment, re-appointment and removal of the auditors and about fixing their remuneration.

The Committee also reviews the quarterly, half-yearly as well as annual financial statements before
the same are submitted to the Board, with particular reference to matters to be included in Directorsâ
Responsibility Statement; changes, if any, in the accounting policies and practices; major accounting
entries involving estimates based on exercise of judgment by the management; significant adjustments
made in financial statements; compliance with listing and other legal requirements relating to
financial statements; disclosure and approval of related party transactions; qualifications, if any, in the
draft audit report; etc. It also oversees the working of the Internal Audit system, including the internal
control mechanism of the Company.

Composition: The Audit Committee is formed in pursuance to Section 177 of the Companies Act,
2013 and in accordance with Regulation 18 of the SEBI LODR Regulations. The Audit Committee of
the board comprised of three Independent Directors and one Executive Director.

Meeting and attendance: During the year, 4 (four) Audit Committee meetings were held on May 26,
2023, August 12, 2023, November 07, 2023 and February 08, 2024, respectively. The details of
composition as on 31^st March, 2024 and attendance of the members at the Audit Committee meetings
held are as given below:

Name of Director	Category	No. of meetings
	Category	Held during the year	Attended
Mr. Sanjeev Goyal	Managing Director	4	4
Mrs. Manisha Goyal	Non-Executive Independent Director	4	2
Mr. Achal Kumar Khaneja	Non-Executive Independent Director	4	4
Mr. Dharmesh Bhutani	Non-Executive Independent Director	4	4

The Company Secretary acts as the Secretary to the Audit Committee.

Vigil Mechanism/Whistle-Blower Policy:

Your Company has adopted Whistle-Blower Policy that provides a formal vigil mechanism for
Directors and Employees to report genuine concerns about the unethical behaviour, actual or
suspected frauds of violation of the Companyâs Code of Conduct or Ethics Policy. The said
mechanism also provides for direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases. No personnel have been denied access to the Audit Committee. The policy
provides for adequate safeguards against victimisation and all personnel have access to the Audit
Committee. The Whistle-Blower Policy is available on the Companyâs website at
https://www.mahaanfoods.com/docs/Whistle%20Blower%20Policy.pdf The Policy is in line with the
Companyâs Code of Conduct, Vision and Values and forms part of good Corporate Governance.

Terms of Reference inter-alia includes:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board of Directors a policy relating to, the remuneration of
the Directors, Key Managerial Personnel and other employees;

2. Formulate the criteria for effective evaluation of performance of the Board, its Committees
and individual Directors and review its implementation and compliance;

3. Devise a policy on diversity of the Board of Directors;

4. Identify persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal;

5. To consider whether to extend or continue the term of appointment of Independent Directors,
on the basis of the report of performance evaluation of Independent Directors;

6. Set the level and composition of remuneration which is reasonable and sufficient to attract,
retain and motivate Directors and Senior Management of the quality required to run the
Company successfully;

7. Set the relationship of remuneration to performance;

8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior
Management includes a balance between fixed and incentives pay reflecting short-term and
long-term performance objectives appropriate to the working of the Company and its goals;

9. Review and implement succession plans for Managing Director, Executive Directors and
Senior Management;

10. Review and make recommendations to the Board with respect to any incentive-based
compensation and equity-based plans that are subject to the Board or shareholder approval
(including broad-based plans); and

11. Recommend to the Board, all remuneration, in whatever form, payable to Senior
Management.

Constitution: The Nomination and Remuneration Committee (NRC) is constituted pursuant to
Section 178 of the Companies Act, 2013, and Regulation 19 of Listing Regulations. The Nomination
and Remuneration Committee of the Board comprised of three Independent Directors and One
Executive Director and related policy is posted on the website of the Company i.e.
www.mahaanfoods.com at

https://www.mahaanfoods.com/docs/Nomination%20and%20Remuneration%20Policy.pdf.

Meeting and attendance: During the year, One (1) Nomination & Remuneration Committee meeting
was held on May 26, 2023. The details of composition as on March 31, 2024 and attendance of the
members at the Committee meeting are as given below:

Name of Director	Category	No. of meetings
		Held during the year	Attended
Mr. Sanjeev Goyal	Managing Director	1	1
Mrs. Manisha Goyal	Non-Executive Independent Director	1	0
Mr. Achal Kumar Khaneja	Non-Executive Independent Director	1	1
Mr. Dharmesh Bhutani	Non-Executive Independent Director	1	1

The Company Secretary acts as the Secretary to the Nomination & Remuneration Committee.

Terms of Reference:

1. To monitor complaints received by your Company from its Shareholders, Debenture holders,
other security holders, Securities and Exchange Board of India (^?SEBI^?), Stock Exchanges,
Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by your
Company for redressing the same;

2. To approve requests for transposition, deletion, consolidation, sub-division, change of name,
dematerialisation, rematerialisation, etc. of shares, debentures and other securities;

3. To review the measures taken to reduce the quantum of unclaimed dividend/ interest and
ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the
shareholders of your Company;

4. To resolve grievances of security holders including complaints related to
transfers/transmission of shares, non-receipt of annual report, non-receipt of dividends, issue
of new/duplicate certificates, general meetings, etc.;

5. To review measures taken for effective exercise of voting rights by shareholders;

6. To review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Transfer Agent; and

7. To perform such other acts, deeds, and things as may be delegated to the Committee by the
Board from time to time.

Constitution: The Stakeholders Relationship Committee is constituted under compliance of
provision of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations. The
Stakeholders Relationship Committee of the Board comprised of two Independent Directors, one
Executive Director and one Non-Executive Director.

Meeting and attendance: During the year, one (1) Stakeholders Relationship Committee meeting
was held on February 08, 2024. The details of composition as on March 31, 2024 and attendance of
the members at the Stakeholders Relationship Committee meetings held is given below:

Name of Director	Category	No. of meetings
		Held during the year	Attended
Mr. Sanjeev Goyal	Managing Director	1	1
Mrs. Saloni Goyal	Director	1	1
Mrs. Manisha Goyal	Non-Executive Independent Director	1	1
Mr. Achal Kumar Khaneja	Non-Executive Independent Director	1	1

The Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.

The details of Shareholdersâ complaints received and disposed- off during the year under review is as
follows:

Pending at the beginning of the financial year	Nil
Received during the financial year	Nil
Disposed-off during the financial year	Nil
Pending at the end of the financial year	Nil

Corporate Governance:

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, compliances with the Corporate Governance provisions as specified under
regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) and (t) of subÂ¬
regulation (2) of regulation 46 and Para-C, D and E of Schedule V are not applicable to the Company
as paid-up share capital of the Company is less than Rs.10 crore and the net-worth of the Company is
less than Rs. 25 crores as on the financial year ended on 31st March, 2024. However, in accordance
with provisions of regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has made compliances with the applicable provisions under the
Companies Act, 2013.

Secretarial Standards:

The Company has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India, as amended from time to time.

Prevention of Sexual Harassment:

Since the number of employees in the company does not exceed 10 (ten), the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not
applicable on the Company.

Auditors:

Statutory Auditors

M/s R C Sharma & Associates, Chartered Accountants (Firm Registration No. 021847N) was
appointed as Statutory Auditors of the Company for the period of five years commencing from the
conclusion of the 33^rd AGM till the conclusion of 38^th Annual General Meeting of the Company.
They continue to be eligible for holding the position of Auditors in the FY 2024-25 as per
confirmation received from them.

There is no audit qualification, reservation or adverse remark in their Auditorsâ Report on the
financial statements of the Company for the year under review which required any clarification from
the Board. During the year under report, there were no revisions in the financial statements of the
Company. The observations in the Auditorâs Report on Financial Statements are dealt with the notes
to accounts at appropriate places and being self-explanatory, need no further comments.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rules made
thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the
Company has continued with the appointment of M/s NKN & Associates, Chartered Accountants,
(FRN 028140N), New Delhi as the Internal Auditors of the company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the
Audit Committee, the Board of Directors of the Company has continued with the appointment of M/s
Rahul G & Company, Company Secretaries (ACS: 51394 and CP: 20528) to undertake the
Secretarial Audit of the company. The report of the secretarial audit is annexed as âAnnexure- Câ.

The Secretarial Audit Report does not contain any qualification, observation or other adverse
remarks which required any clarification from the Board.

Frauds Reported by the Auditors:

None of the auditors - Statutory, Secretarial or Internal - have reported any incident of fraud to the
Audit Committee/Board of Directors, in their respective reports.

Maintenance of Cost Records:

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies
Act, 2013 are not applicable for the business activities carried out by the Company.

Internal Financial Controls:

Your Company has a proper and adequate system of internal financial controls. This ensures that all
assets are safeguarded and protected against loss from unauthorized use or disposition and the
transactions are authorized, recorded and reported correctly. The internal financial control system has
been designed to ensure that the financial and other records are reliable for preparing financial and
other statements and for maintaining accountability of assets.

The Audit Committee periodically reviews the performance of internal audit function and discusses
internal audit reports with the Internal Auditor.

Risk Management:

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and
mitigate various types of risks.

Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility
are not applicable on the Company.

Significant and Material orders passed by the Regulators or Courts or Tribunals:

There are no significant material orders passed by the Regulators or Courts or Tribunals, which
would impact the âgoing concernâ status of the Company and its future operations.

Business Responsibilities and Sustainability Report:

As the Company is not falling under the Top-1000 listed entities, the provisions of regulation
34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability
Report (BRSR), are not applicable.

Particulars of Employees:

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5(1)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in
âAnnexure- Dâ. There is no disclosure to be made under rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Details of Application/any proceeding pending under the Insolvency and Bankruptcy Code,
2016

Neither any application was made nor any proceeding was pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year.

Details of difference between amount of the valuation done at the time of one-time settlement
and the valuation don while taking loan form the Banks or Financial Institutions along with the
reasons thereof:

As Company has not done any one-time settlement during the year under review, hence no disclosure
is required.

Prevention of Insider Trading:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the
revised âCode of Conduct to regulate, monitor and report trading by designated persons in Listed or
Proposed to be Listed Securitiesâ of the Company (âthe Insider Trading Codeâ). The object of the
Insider Trading Code is to set framework, rules and procedures, which all concerned should follow,
both in letter and spirit, while trading. The Company has also adopted the Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âthe Codeâ) in line with
the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for
determination of âlegitimate purposesâ as a part of the Code. The Code also includes policy and
procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (âUPSIâ) and
aims at preventing misuse of UPSI. The Code is available on the Companyâs website at
https://www.mahaanfoods.com/docs/Code%20of%20Practices%20and%20Procedure%20for%20Fair
%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf

The policy and the procedures are periodically reviewed and Trading window closure is intimated to
all concerned and to the Stock Exchanges in advance. A digital platform is being maintained by the
Company, which contains the names and other prescribed particulars of the persons covered under the
Insider Trading Code.

Management Discussion & Analysis Report:

The Management Discussion and Analysis on the operations of the Company as prescribed under Part
B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate
section and forms part, âAnnexure- Eâ of the Directorsâ Report.

Investors Education and Protection Fund:

No amount was lying unpaid or unclaimed for a period of seven years. Therefore, no funds were
required to be transferred to Investor Education and Protection Fund. (IEPF).

Disclosure of certain type of Agreements binding on the Company:

There are no agreements which are required to be reported in accordance with clause 5A of paragraph
A of Part A of Schedule III of these regulations.

Directorsâ Responsibility Statement:

Pursuant to Section 134 (1) (c) read with Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:

(a) . In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

(b) . The Directors of the Company 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
of the Company for that period;

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

(d) . The Directors of the Company have prepared the annual accounts on a going concern basis;

(e) . The Directors of the Company have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;

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

Acknowledgement:

We take the opportunity to express our deep sense of gratitude to bankers, business associates,
consultants and various Government Authorities for their continued guidance and support. The Board
also places on record their appreciation of their dedicated efforts put in by employees across all levels
in the organization and to you, our shareholders, we are deeply grateful for the confidence and faith
that you have always placed on us.

For and on behalf of the Board
Mahaan Foods Limited

Sd/-

(Sanjeev Goyal)

Date: 13-08-2024 Chairman & Managing Director

Place: New Delhi DIN: 00221099

Other Directors: The Company remunerates its non-executive by way of Sitting Fees for attending
meetings of the Board and/or any Committee thereof decided by the Board subject to the maximum
amount prescribed under the applicable provisions of the Companies Act, 2013.

Related Party Transaction Policy:

The Company has formulated a Policy on Related Party Transactions as per the requirements of
SEBI LODR Regulations. The relevant Policy can be accessed at link of

https://www.mahaanfoods.com/docs/Related%20Party%20Transaction%20Policy.pdf on Companyâs
website at www.mahaanfoods. com.

Committees of the Board:

The Company has constituted the three Committees of the Board: Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee. The Composition of various
committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the
Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are
as follows:

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended 31st March, 2015.

1. Financial Highlights

During the year under review, financial performance of your company was as under: (Rs. in lakh)

Particulars 2014-2015 2013-14

Sales & other income 949.68 1385.95

Profit Before Interest and Depreciation & Taxes 9.28 5.2

Profit/(Loss) before exceptional item & taxes -8.83 -168.61

Exceptional item - 227.59

Profit/(Loss) before Tax -8.83 58.98

Tax -47.87 -47.80

Profit/(Loss) after taxes 39.04 106.78

The Company achieved gross turnover including other income of Rs. 949.68 Lakh and posted net profit of Rs 39.04 Lakh for the financial year ended on 31st March, 2015 as against gross turnover including other income of Rs. 1385.95 Lakh and net profit of Rs. 106.78 Lakh in the previous financial year.

2. State of Company's Affairs and Future Outlook

Your company's primary business is manufacturing of dairy products. The company's business was severely affected during the year due to various constraints. Your company is trying to reposition itself in the changing business scenario.

Over the past decade, significant transformation took place in the Indian demographic space which led to heightened consumer interest in value added products. This shift in the dynamics of the dairy industry proved beneficial for the manufacturers since value added products have higher margins.

3. Change in Nature of Business

There was no change in the nature of business of your company during the year.

4. Dividend

No Dividend was declared for the current financial year.

5. Transfer to Reserves

Your Company has not transferred any amount of profits to reserves.

6. Changes in Share Capital

During the year, your Company had increased the Authorized Share Capital of the Company from Rs. 12 Corers to Rs. 20 Corers.

Your Company has neither issued any equity shares with differential rights nor granted any employees stock options/ sweat equity shares to the Directors, Officers or employees of the company during the year.

7. Deposits from Public

During the year your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. Extract of Annual Return

In accordance with Sections 134(3) (a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "ANNEXURE-A."

9. Number of Board Meetings

During the year 12 (twelve) Board Meetings were held, the details of which forms part of the Corporate Governance Report.

10. Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. Particulars of Contracts or Arrangements with Related Parties

Disclosures as required under form AOC-2 are contained in Note 30 (Notes to Accounts).There are no Related Party Transactions which are not at arm's length basis. The policy on Related Party Transactions as approved by Board is uploaded on the Company's website www.mahaanfoods.com.

12. Auditors

A. Statutory Auditors':

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s D. D. Nagpal & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 27th annual general meeting (AGM) of the Company held on September 27, 2014 till the conclusion of the 33rd Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s D. D. Nagpal & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders at the 28th Annual General Meeting of the Company. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

B. Secretarial Auditors':

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Shakshi Mittal, Practicing Company Secretary as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "ANNEXURE B".

C. Internal Auditors':

M/s Naresh Kumar & Co., Chartered Accountants, New Delhi are Internal Auditors of the Company.

The Company has filed its Cost Audit Report for the financial year 2013-14 on 13th February, 2015.

13. Explanation to Auditor's Remarks

A. Statutory Auditors

As regards observations contained in the Auditor's Report, the respective notes to the accounts are self-explanatory and therefore, do not call for any further comments.

The management reply to Auditors comment in their Auditors Report is as follows:

Reply to Para 2(e) of the main auditors report

No significant impact is expected on the working results of the Company on this account.

B. Secretarial Auditors

There were no comments in the Secretarial Auditors Report which required any explanation from the directors of the company.

14. Material Changes Affecting the Financial Position of the Company

The inordinate delay in implementation of Company Law Board order dated 3rd September, 2010 involving family settlement amongst the promoters of the company has severely affected the financial position of the company.

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

A. CONSERVATION OF ENERGY:

i) Steps taken or impact on conservation of energy:

ii) The steps taken by the company for utilizing alternate sources of energy

Your Company has taken adequate measures to ensure optimum use of all equipment's so as to conserve energy.

iii) Capital Investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

The company strives continuously to upgrade its technology adopted in all its operations.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:- Nil

16. Details of subsidiary, joint venture or associates

The Company is having Zeon Life sciences Limited as its associate company in accordance with Section 2(6) of the Companies Act, 2013, however, the shareholding held by the company in Zeon Life sciences Ltd. is subject to inter se transfer of shares between the promoters of the Company & Zeon Life sciences Ltd. in accordance with the Hon'ble Company Law Board order dated 03.09.2010. The Company does not have any subsidiary or Joint venture company.

17. Risk Management

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy is available on the Company Website at: www.mahaanfoods.com

18. Directors & Key Managerial Personnel (KMP)

Mr. Sanjeev Goyal, Chairman cum Managing Director, Mr. G. K. Sharma, Chief Financial Officer and Mr. Vijay Gupta, Company Secretary are the Key Managerial Personnel of your Company under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

At the meeting of the Board of Directors of the Company held on 27 September, 2014, Ms. Saloni Goyal (DIN - 00400832) was appointed as an Additional Director of the Company. She holds the office of directorship up to the date of the ensuing Annual General Meeting.

At the meeting of the Board of Directors of the Company held on 12th February, 2015, Ms. Moutushi Sengupta (DIN - 07092382) and Mr. Achal Kumar Khaneja (DIN - 02282489) were appointed as an Additional/Independent Directors of the Company. The details on their appointment as directors form part of the notice of the AGM. They hold the office of directors up to the date of the ensuing Annual General Meeting. Being eligible, they have also been appointed as Independent Directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year under review, Mr. R.K. Dhall, Independent Director resigned from the company with effect from 28th June, 2014, Mr. Youdhveer Singh Rawat, Independent Director, resigned from the Company with effect from 12th February, 2015. The Board places on record appreciation for valuable contribution made by them to the affairs of the Company during their tenure as Independent Director of the Company.

19. Details of significant & material orders passed by the regulators or courts or tribunal

Your Company operations were severely affected on account of inordinate delay in the settlement of disputes amongst its promoters. The matter is pending for adjudication before the Arbitrator.

20. Internal Financial Controls

Your Company has a proper and adequate system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and the transactions are authorised, recorded and reported correctly. The internal financial control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Audit Committee periodically reviews the performance of internal audit function and discusses internal audit reports with the Internal Auditor.

21. Fraud

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Directors or the Central Government the occurrence or brewing of any fraud in the Company.

22. Code of conduct for regulating & reporting trading by Insiders and for Fair Disclosure, 2015

Your Company has adopted the "Code of Conduct for Regulating & Reporting Trading by Insiders and for Fair Disclosure, 2015" which, inter alia, prohibits purchase or sale of securities of the Company by Directors, employees and other connected persons while in possession of unpublished price sensitive information in relation to the Company.

23. Disclosure of ratio of Remuneration of Directors and Key Managerial Personnel etc.

The company did not pay any remuneration to the Managing Director and other directors of the company.

As required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee's remuneration and such other details as prescribed therein are given in "ANNEXURE-C" which is attached hereto and forms a part of the Directors' Report.

24. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, names and other particulars in respect of employees of the Company are required to be attached to the Directors' Report. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employees' particulars as there are no employees whose particulars are required to be disclosed in this report.

25. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to all the members of the Board & senior management of the company. The Code has been posted on the Company's website www.mahaanfoods.com.

26. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

27. Corporate Governance

The clause 49 of the listing agreement is not applicable on your company in view of Securities and Exchange Board of India vide circular no CIR/ CFD/POLICY CELL/7/2014 dated 15th September, 2014, however a separate section on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance forms an integral part of this report. Further, Management Discussion and Analysis which includes review of operations, performance and future outlook of the Company also forms a part of this report.

28. Corporate Social Responsibility (CSR)

The provisions of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

29. Formal Evaluation of Board, Committees & Directors' Performance

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee ("NRC") evaluated the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed taking into account the views of executive directors and non-executive directors of the company.

30. Remuneration Policy

In accordance with the remuneration policy of the company the Nomination and Remuneration Committee recommend the appointment of Director and Senior Management Personnel of the Company, and their appointment or re-appointment, based on their qualifications, professional experience, positive attributes, view points, skills and area of expertise. The Remuneration Policy is placed on the Company's website www.mahaanfoods.com.

31. Whistle Blower/Vigilance Policy

Your Company has established a whistle blower policy/vigil mechanism for the Directors, employees of the company, to report genuine concerns, calling the attention of the Audit Committee to some wrong doing occurring within an organization. Your Company has also provided adequate safeguards against victimization of whistleblowers who express their concerns against such wrong doings occurring in the organization. The Company has also provided direct access to the Chairman of the Audit Committee in exceptional circumstances.

32. Disclosure under sexual harassment of women at Workplace, (Prevention, Prohibition & Redressal) Act, 2013

Your company did not come across any complaint by any employee during the year under review relating to the sexual harassment.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the directors had 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 of the Company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis;

v) the directors had laid down the internal financial control to be followed by the company and that such Internal financial control are adequate and were operating effectively.

vi) 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.

34. Acknowledgements

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the Company.

By order of the Board of Directors Sd/- Place: New Delhi (Sanjeev Goyal) Date: 1st September, 2015 Chairman cum Managing Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Accounts for the year ended as on 31st March, 2014.

PERFORMANCE

The summarized financial results for the year ended 31st March, 2014 and for the previous year ended 31st March, 2013 are as follows:

(Rs. In lacs)

Particulars 2013-2014 2012-13

Sales & Other Income 1385.95 16129.18

Profit before interest and depreciation & taxes 5.20 235.33

Profit/(Loss) before exceptional Item & taxes -168.61 44.02

Exceptional Item 227.59 0.00

Profit/(Loss) before taxes 58.98 0.00

Taxation -47.80 29.23

Profit/(Loss) after taxes 106.78 14.77

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practicing Company Secretary, confirming compliance or otherwise of the conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

The Practicing Company Secretary has pointed out exceptions in compliance of Clause 49 of the Listing Agreement in his certificate which arose on account of judicial restraints imposed on the Company during the year. The Company has mentioned such exceptions in its corporate governance reports submitted with the stock exchanges.

DIRECTORS''

To satisfy the requirements of the provisions of the Companies Act, 2013, Shri Sanjeev Goyal, Chairman cum Managing Director of the Company is made liable to retire by rotation and if re-appointed, his existing terms and conditions of employment with the Company shall remain unchanged.

The Board has recommended to fix the term of Shri Youdhveer Singh Rawat and Smt. Harmeet Kaur, as Independent Directors of the company upto March 31,2019. Mr Rajendra Kumar Dhall resigned as Director with effect from 28th June, 2014.

DEPOSITS

During the year under review, your Company did not invite / accept any Fixed Deposits from the public under Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS''

Messrs D D Nagpal & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board of Directors recommend to the Members of the Company for the reappointment of Messrs. D D Nagpal & Co., Chartered Accountants, as Statutory Auditors of the Company to hold the office for a term of six years from the conclusion of ensuing 27th Annual General Meeting of the Company till the conclusion of 33rd Annual General Meeting of the Company.

COST AUDITORS

In accordance with Audit Committee''s recommendations, the Board has recommended the appointment of M/s. Sanjay Gupta & Associates as the Cost Auditors of the Company for the year ended on March 31,2015. The Company is yet to file its Cost Audit Report for the financial year 2013-14. The Cost Audit Report for the financial year 2012-13 was filed by the company on 20th February, 2014.

INTERNAL AUDIT

Your Company has appointed M/s Naresh Kumar & Co. Chartered Accountants. & Co., Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year 2014-15.

ACCOUNTS AND AUDIT REPORT

As regards observations contained in the Auditor''s Report, the respective notes to the accounts are self explanatory and therefore, do not call for any further comments.

The management reply to Auditors comment in their Auditors Report is as follows:- Reply to Para 2(iv) of the Main Auditors Report

No Significant impact is expected on the working results of the company on this account.

Reply to Para 2(vi ) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the company. Some of the parties have replied confirming the balances. This is a continuous process and the Company has not faced any problem on these accounts.

Reply to Para 2(vii ) of the Main Auditors Report

The company has relied upon the relevant case laws relating to the transfer of assets and liabilities under family settlement and opinion from the legal expert has also been taken before finalization of accounts. There is no significant impact on the working results of the company on this account.

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

Information required to be furnished in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo is annexed herewith and forms a part of this report.

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors had 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 of the Company for the year under review.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

PERSONNEL

Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the Company.

For and on behalf of the Board of Directors Sd/- (Sanjeev Goyal) Chairman cum Managing Director

Place: New Delhi Date: 23rd August, 2014

Mar 31, 2012

To The Members,

The Directors have pleasure in presenting herewith the Twenty Second Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2013 (Rs in lacs)

Particulars 2011 - 12 2010-11

Sales & Oter Incoe. 18435.27 11939.20

Profit/ (Loss) before taxes 41.64 19.41

Taxation 8.44 8.40

Profit/ (Loss) after taxes 33.19 11.00

One of the parties to the Memorandum of Family Settlement (MOFS), which was executed amongst the promoters of the company approached the Hon''ble High Court, Delhi for redressal of an issue arising out of MOFS. By an order dated 13th December, 2011, the Hon''ble High Court, Delhi restrained your Company for holding its general meetings till further orders. Consequently, the Annual General Meeting of the Company for the year 31st March, 2011 and 31st March, 2012 could not be held within the prescribed period.

The Hon''ble High Court, Delhi has given its verdict on 10th May, 2013 and the matter has been reverted back to Arbitration and the process of settlement is underway.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practicing Company Secretary, confirming compliance or otherwise of the conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report. The Practicing Company Secretary has pointed out exceptions in compliance of Clause 49 of the Listing Agreement in his certificate which arose on account of judicial restraints imposed on the Company during the year.

Out of the present Directors, Shri Aseem Chawla and Smt. Saloni Goyal, retire by rotation, and, being eligible, offer themselves for re-appointment. Your Directors recommend re-appointment of Shri Aseem Chawla and Smt Saloni Goyal as Directors on the Board.

Shri. Aditya Goyal, Shri. Alok Goyal and Shri. Sanjay Kumar Jain Directors of the Company have resigned with effect from 14th February, 2012. The Board places on record its deep appreciation for their contribution to the affairs of the Company during their tenure as Directors of the Company.

COMMITTEES

The Board at its meetings held on 10th May, 2011 and 14th Februar, 201, econst constitution was as follows:

Shri Anand Sekhri Chairperson, Independent & Non-Executive Director

Shri Sanjeev Goyal Member, Executive Director

Shri R. K. Dhall Member, Non-Executive Director

Smt. Harmeet Kaur Member, Non-Executive Director

Remuneration Committee

The Board at its meetings held on 14th February, 2012 reconstituted its Remuneration Committee and its constitution was as follows:

Shri R. K. Dhall Chairman, Independent & Non-Executive Director

Smt. Harmeet Kaur Member, Non-Executive Director

Shri Anand Sekhri Member, Non-Executive Director

Smt. Saloni Goyal Member, Non-Executive Director

Shareholders Grievance Committee

The Shareholders Grievance Committee was reconstituted on 14th, February, 2012 and its constitution was as follows: Smt. Saloni Goyal Chairperson, Non-Executive Director

Shri R. K. Dhall Member, Non-Executive Director

Shri Anand Sekhri Member, Non-Executive Director

DEPOSITS ny has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with

the Companies (Acceptance of Deposit) Rules, 1975 as modified from time to time.

AUDITORS''

M/s D D Nagpal & Co., Chartered Accountants have expressed their willingness to be re-appointed as Auditors of the Company. They have also furnished a certificate U/s 224 (1B) of the Companies Act, 1956 and are eligible for re- appointment. Your Directors recommend appointment of M/s D.D. Nagpal & Co., Chartered Accountants, as auditors at the ensuing Annual General Meeting of the company.

COST AUDIT

The Cost Audit Order No. 52/26/CAB/2010 dated January 24, 2012 covers your Companys manufacturing operations w.e.f. April 1, 2012. Based on the recommendations of the Audit Committee, the Board has appointed M/s Sanjay Gupta & Associates, Cost Accountants, New Delhi as the Cost Auditors of the Company for the financial year 2011-2012.

ACCOUNTS AND AUDIT REPORT

The management reply to Auditors comment in their Auditors Report is as follows:-

Reply to Para 2(iv ) of the Main Auditors Report

No Significant impact is expected on the working results of the company on this account.

Reply to Para 2(vi ) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the Company. Some of the parties have replied confirming the balances. This is a continuous process and the Company has not faced any problem on these accounts.

Reply to Para 9(b ) of the Annexure to the Main Auditors Report

The matters are pending before the appellate authorities and are sub-judice

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had 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 of the Company for the year under review.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

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

Information required to be furnished in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo is annexed herewith and forms a part of this report.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

PERSONNEL

The relations with the employees of the Company are cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

GREEN INITIATIVE

Your Company wishes to be a part of the Green Initiative of the Ministry of Corporate Affairs (MCA) so as to contribute towards a greener environment. Your Company proposes to send its annual report and other communications electronically to its shareholders and to enable your Company to do so, it is requested that shareholders may kindly fill in their email ID details (in an enclosure annexed to this Annual Report) and send it back to the Company Secretary or The Registrar and Share Transfer Agent of the Company.

The shareholders are also requested to alternatively post/ update their e-mail id details on Companys Website at www.mahaanfoods.com

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the Company

For and on behalf of the Board of Directors

Place: New Delhi (Sanjeev Goyal)

Date: 13th August, 2013 Chairman & Managng Director

Mar 31, 2011

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the year ended as on 31st March, 2011.

OPERATING RESULTS

The summarized financial results for the year ended 31st March, 2011 and for the previous year ended 31st March, 2010 are as follows:

(Rs. in lakhs)

Particular 2010-11 2009-10

Sales & Other Income 11939.20 10975.1

Profit before interest and depreciation j & taxes 234.54 217.17

Profit/ (Loss) before taxes 19.41 0.45

Taxation 8.40 0.56

Profit/ (Loss) after taxes 11.01 (0.11)

During the year, your Company has dealt with quality issues of its products and is getting a positive feedback from its consumers. The Marketing team of the Company is also geared up to strengthen the marketing base of the company.

The Memorandum of Family Settlement (MOFS) involving your company is still under implementation under the supervision of Mediator appointed by the Humble Company Law Board and efforts are being made by all of its constituents to expedite the same.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practicing Company Secretary, confirming compliance or otherwise of the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement, forms part of the Annual Report.

DIRECTORS

Out of the present Directors, Shri Anand Sekhri and Smt Harmeet Kaur, retire by rotation, and, being eligible, offer themselves for re-appointment. Your Directors recommend re-appointment of Shri Anand Sekhri and Smt Harmeet Kaur as Directors on the Board.

Shri Aditya Goyal, Shri Alok Goyal , Smt. Parul Seth and Smt. Meera Aggarwal were appointed as Additional Directors by the Board of Directors at its meeting held on 19th October 2011. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the Articles of Association of the Company, they hold office as Director only up to the date of ensuing Annual General Meeting of the Company. The Board recommends that their appointment is regularized as Directors at the ensuing Annual General Meeting of the Company.

RECONSTITUTION OF COMMITTEES

The Board at its meeting held on 10th May, 2011 has reconstituted its Audit Committee, Remuneration Committee and Shareholders Grievance Committee as follows:

Audit Committee

Shri Anand Sekhri Chairman, Independent & Non Executive Director

Shri Sanjeev Goyal Member, Executive Director

Shri Sanjey Kumar Jain Member, Non Executive Director

Smt Harmeet Kaur Member, Non Executive Director

Remuneration Committee Shri Rajender Kumar Dhall hairman, Independent & Non Executive Director

Shri Anand Sekhri Member Non Executive Director

Shri Sanjay Kumar Jain Member, Non Executive Director

Shareholders Grievance Committee

Smt. Saloni Goyal Chairman, Non Executive Director

Shri Anand Sekhri Member, Non Executive Director

Shri Sanjay Kumar Jain Member, Non Executive Director

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as modified from time to time.

AUDITORS

M/s D D Nagpal & Co., Chartered Accountants have expressed their willingness to be re- appointed as Auditors of the Company. They have also furnished a certificate u/s 224 (1B) of the Companies Act, 1956 and are eligible for re-appointment. Your Directors recommend appointment of M/s D.D. Nagpal & Co., Chartered Accountants, as auditors at the ensuing Annual General Meeting of the Company.

ACCOUNTS AND AUDIT REPORT

The management reply to Auditors comment in their Auditors Report is as follows:-

Reply to Para (iv) of the Main Auditors Report

No significant impact is expected on the working results of the Company on this account.

Reply to Para (vi) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the Company. Some of the parties have replied confirming the balances. This is a continuous process and the Company has not faced any problem on these accounts.

Reply to Para (vii) of the annexure to auditors report:

The Company has appointed a firm of Chartered Accountants as Internal Auditors for the Financial Year 2011-12.

Reply to Para (ix b) of the annexure to auditors report:

The matters are pending before the appellate authorities and are sub-judice.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had 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 of the Company for the year under review.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

GREEN INITIATIVE

Your Company wishes to be a part of the 'Green Initiative' of the Ministry of Corporate Affairs (MCA) so as to contribute towards a greener environment. Your Company proposes to send its annual report and other communications electronically to its shareholders and to enable your Company to do so, it is requested that shareholders may kindly fill in their email ID details (in an enclosure annexed to this Annual Report) and send it back to the Company Secretary or The Registrar and Share Transfer Agent of the Company.

The shareholders are also requested to alternatively post/ update their e-mail ID details on Company's Website at www.mahaanfoods.com

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

PERSONNEL

The relations with the employees of the Company are cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also acknowledge the trust and confidence reposed by you in the Company.

For and on behalf of the Board of Directors

Sd/-

(Sanjeev Goyal)

Chairman & Managing Director Place: New Delhi

Date: 1st December, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2009

STATE OF AFFAIRS

A petition involving the company was filed under section 397/ 398 of the Companies Act, 1956 and the Honble Company Law Board ( CLB ) vide its order dated 2nd June, 2009 restrained the company in holding its Board Meetings till further orders. The Honble CLB vide its final order dated 3 September, 2010 has taken on record the settlement involving your company and has directed / mentioned regarding the following

The status quo ordered on 2 June, 2009 on holding of the Board Meetings has been vacated

2. The company has been permitted to extend the time for holding the Annual General Meetings and signing of its Annual Accounts for the financial years 2008-2009 and 2009- 2010 till 31 December, 2010

3. The company has been allowed to file its pending quarterly results with the Stock Exchanges till 31st December, 2010

4. The delay, occuring in any regulatory compliance of provisions of the Companies Act, 1956 having penal consequences has been condoned.

5. For giving effect to the settlement, all regulatory bodies shall take into consideration the point no.4 mentioned above while regularising all defaults in the Company.

The implementation of the order is in progress under the supervision of Mediator appointed by the Honble CLB.

OPERATING RESULTS

The summarized financial results for the year ended 31 March, 2009 and for the previous year ended 31st March, 2008 are as follows: -

(Rs in lacs)

2008-09 2007-08

Sales & other income 8893.81 9264.09 Profit before interest and depreciation & taxes 285.29 350.92

Profit / ( Loss) before taxes 52.67 131.88

Taxation 0.79 18.60

Profit / ( Loss) after taxes 51.88 113.28

In addition to legal wrangles faced by the company during the years 2009, increase in the costs in terms of raw material inputs, services, power and fuel also contributed to inadequate profits of the company. The company has taken necessary steps for achieving higher productivity by curtailing costs improving thereby overall efficiency and achieving higher outputs. The company is also on look out of increasing its sales revenues by increase in prices as well as increase in quantum of its sales.

DIVIDEND

In view of the marginal profits of the company and in order to conserve the resources for the growth of the company, the Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practising Company Secretary, confirming compliance or otherwise of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

DIRECTORS

None of the Directors is retiring by rotation this year as all the Directors who were appointed as Additional Directors of the company during the years 2009 are now being regularised as Directors at the forthcoming Annual General Meeting of the company. The Board recommends appointment of Shri Sanjeev Goyal, Smt Saloni Goyal, Shri Anand Sekhri, Smt Harmeet Kaur, and Shri Sanjay Kumar Jain as Directors in the best interests of the company.

DEPOSITS

The company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies ( Acceptance of Deposit ) Rules, 1975 as modified from time to time..

AUDITORS

Messrs Dawar Mathur & Goel, Chartered Accountants have furnished a certificate u/s 224(1B) of the Companies Act, 1956 and are eligible for appointment. Your Directors recommend appointment of M/s Dawar Mathur & Goel., Chartered Accountants as auditors at the ensuing Annual General Meeting of the company.

ACCOUNTS AND AUDIT REPORT

The management reply to Auditors comment in their Auditors Report is as follows:-

Reply to Para (iv) of the Main Auditors Report

No significant impact is expected on the working results of the company on this account

Reply to Para (vi) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the company. Some of the parties have replied confirming the balances. This is a continuous process and the company has not faced any problem on these accounts.

Reply to Para 1 (a) of the Annexure to Auditors Report

The Company has already initiated steps for physical verification of the fixed assets.

Reply to Para 7 of the Annexure to Auditors Report

The company has already taken appropriate steps to strengthen and enlarge the scope of Internal Audit.

Reply to Para 9( b) of the Annexure to Auditors Report

The matters are pending before the Appellate Authorities and are sub-judice

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

Information required to be furnished in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & outgo is annexed herewith & forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Sec. 217(2AA) of the Companies Act, 1956, the Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review.

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

d) The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies ( Particulars of employees ) Rules , 1975 as amended .

PERSONNEL

The relations with the employees of the Company continued to be cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board of Directors

Sd/- Place : New Delhi ( Sanjeev Goyal )

Dated : 25th November, 2010 Chairman & Managing Director

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