Directors Report of Mishka Finance and Trading Ltd.

Mar 31, 2015

The Directors are elated in presenting the 31st Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015.

The Annual report presented to you pertains to financial year before April 2015 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 2013, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Previous Financial Year Financial Year (2014-15) (2013-2014)

Net Profit Before Tax

21,44,876 58,13,401

Provision for Tax 15,89,247 6,96,831

Profit after Tax 42,24,154 14,48,045

Balance Brought Forward 46,41,048 59,441

Add:- Excess /(short) Provision

(2,56,418) 35,7,453

Reversed MVAT Credit

Balance carried to Balance Sheet 58,32,675 46,41,048

3. BUSINESS OVERVIEW

Due to adverse market situations, the Profit of the Company has declined from Rs. 42,24,154/- to Rs. 14,48,045/-. The Company's policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors Look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2015.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s. Raju & Prasad Chartered Accountants, Mumbai (Firm Registration Number:003475S) were appointed as the Statutory Auditors of the company last year in AGM held on 25th September 2014, for five consecutive years, subject to ratification at every Annual General Meeting. Accordingly, their appointment is proposed to be ratified in the ensuing AGM. They have given their eligibility & consent for the proposed ratification.

7. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 30th March, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor's Report has been annexed to the Board Report under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report. The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under: 1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

9. DIRECTORS

Mr. Amit Kumar Vashishta and Mr. Rameshwar Manohar Wagh resigned from the Board of Directors of the Company due to their prior commitments. The Board of Directors accepted their resignation in their Board Meeting held on 3rd March, 2015 and relieved them from their responsibilities towards the Company with effect from 3rd March, 2015. Mrs. Nirmala Oza resigned from the Board of Directors of the Company due to other personal commitments. The Board considered her resignation and relieved her from her responsibilities as a director with effect from 26th June, 2015.

Consequent upon the resignation of Mr. Amit Kumar Vashishta and Mr. Rameshwar Manohar Wagh, the Board appointed Mr. Ramesh Kumar Singhoya and Mr. Shravan Kumar as the Additional Independent Directors u/s 149 read with Section 161 of the Companies Act, 2013in the Board Meeting held on 3rd March, 2015. Consequent upon the resignation of Mrs. Nirmala Oza, the Board appointed Ms. Priti Bhanushali as an Additional Independent Woman Director pursuant to Second Proviso to Section 149 read with Section 161 of the Companies Act, 2013 in the Board Meeting held on 12th August, 2015. The Board of Directors hereby mentions that all the aforementioned changes were duly approved and recommended by the Nomination and Remuneration Committee of the Board of Directors of the Company. Consequent upon the aforementioned changes in the Board of Directors of the Company, the Board of Director stands as follows as on date:

Name Designation Date of Appointment DIN

Executive Directors

Mr. Ankit Garodia Managing Director & 21st February, 2012 05172218 CEO

Mr. Jugal kishore Whole Time Director 21st February, 2012 05205981 Sharma & CFO

Non Executive/Independent Directors

Mr. Rakesh Kumar Independent Director 3rd March, 2015 03525099 Singhoya

Mr. Shravan Kumar Independent Director 3rd March, 2015 07110288 Ms. Priti Bhanushali Independent Director 12th August, 2015 07264235

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review, the Board of Directors met Six times.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

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

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received: Nil

No of complaints disposed off: Nil

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

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

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

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

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

The Securities and Exchange Board of India (SEBI) passed an ad-interim ex-parte order no.WTM/RKA/30/2015 dated 17th April, 2015 against the Company debarring the Company from accessing the Securities Market and Suspending the trading in the scrips of Company.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure MGT- 9"

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members; a. Mr. Rakesh Kumar Singhoya

b. Mr. Shravan Kumar

c. Mr. Jugalkishore Sharma

The above composition of the Audit Committee consists of independent Directors viz., Mr. Rakesh Kumar Singhoya and Mr. Shravan Kumar who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder's value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report as 'Annexure II'.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By the order of the Board of Directors

Office No-63, 1st Floor, For Mishka Finance and Trading Limited

Shagun Arcade Premises CHSL Sd/- Sd/-

Gen A. K. Vaidya Marg, Mr.Ankit Garodia Mr.Jugalkishore Sharma

Malad East, Mumbai-400097. Director Director

Date:02nd September 2015.

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Mar 31, 2014

Dear Members,

The Directors are pleased to present 30 Annual Report and Audited Statement of Accounts of MISHKA FINANCE AND TRADING LIMITED for the year ended 31st March, 2014

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

FINANCIAL RESULTS: (Amount in Lacs.)

Particulars 31-03-2014 31-03-2013

Gross Receipt / Other Income 2752.57 1667.21

Profit / Loss before Tax 58.13 17.55

Depreciation Nil Nil

Profit / Loss before Tax 58.13 17.55

Provision for Tax 15.89 5.42

Profit / Loss after Tax 42.24 12.13

Balance Brought forward 0.59 (11.53)

Excess Provision Reversed & MAT Credit 3.57 -

Balance carried to Balance Sheet 46.41 0.59

Business Review:

- During the year under review, the company manifolds its bottom line with the efficient management and control systems in the Company and made a net profit of Rs. 42.24/- during the year under review as compared to Rs. 12.13/-during the previous year.

- During the year under review, the company underwent subdivision of share from nominal value of the equity shares is Rs.10/- each to nominal value of equity shares of Rs. 1/- each pursuant to shareholders approval vide special resolution passed in the Extraordinary Meeting held on 24 December, 2013.

- During the year under review, the company shifted its Registered Office to 403, A- Wing, 4th Floor, Express Zone, Western Express Highway, Opp Reliance office, Malad - East, Mumbai 0 400063, w.e.f. 6 May, 2013.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

DEPOSIT:

The Company has not taken /invited any deposits from the public during the year. The outstanding amount is NIL as on 31st March, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement pursuant to Section 217(2AA) of the Companies Act, 1956:

1. That in the preparation of Annual accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That the appropriate accounting policies had been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profits of the company for the said year.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

That the accounts have been prepared on a "going concern basis".

PARTICULARS OF EMPLOYEES:

Statement giving particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below: ^ The Company has no activities relating to conservation of energy. ^ The Company has made no provision for research and development expenditure. ^ The Company has no activity relating to technology absorption, adoption and innovation. ^ The Company has no activity relating to foreign exchange earnings and outgo.

AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

AUDITORS:

M/s Pratap B. Sheth & Co., Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM). The Statutory auditors have expressed their inability and willingness to accept the office on in accordance with provision of section Section-139 of the Companies Act, 2013

Your Directors propose appointment of M/s Raju & Prasad, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixth Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 13th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

MR. JUGALKISHORE PRALHADRAI Chairman Chief Financial Officer SHARMA_

MR. ANKIT GARODIA Managing Director Chief Executive Officer

MR. AMIT KUMAR VASISHTHA Independent - Director

MR. RAMESHWAR MANOHAR WAGH Independent - Director

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, the Company in due course will appoint Women Director and One More Director in the capacity of Non-executive Independent Director which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company.

CORPORATE GOVERNANCE:

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its financial Statements including Directors Report, Auditors Report as per the provisions of the Companies Act 1956. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid listing fees for the year 2014-15.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

BY ORDER OF THE BOARD, For Mishka Finance & Trading Ltd.

Place:Mumbai Sd/- Sd/- Dated:13thAugust,2014 Ankit Garodia Jugalkishore Sharma Director Director

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Mar 31, 2013

The Directors are pleased to present TWENTY NINTH Annual Report and Audited Statement of Accounts of MISHKA FINANCE AND TRADING LIMITED for the year ended 31st March, 2013

FINANCIAL RESULTS:

During the year under review, the Company generated the net profits of 12,13,260/- as compared to loss of Rs11,53,819/- during the previous year.

Particulars 31-03-2013 31-03-2012

Gross Receipt / Other Income 16,67,21,644 1,320

Profit / Loss before Tax 1,55,803 (11,53,819)

Depreciation Nil NIL

Profit / Loss before Tax 17,55,803 (11,53,189)

Provision for Tax 5,42,543 NIL

Profit / Loss after Tax 12,13,260 (11,53,819)

Balance Brought forward (11,53,819) NIL

Balance carried to Balance Sheet 59,441 (11,53,819)

Business Review:

- During the year under review, The Company underwent change of name process and obtained fresh Certificate of Incorporation consequent upon change of name on 16TH January from the Registrar of Companies, Maharashtra, Mumbai.

The Company changed its name from Pyramid Trading and Finance Limited to Mishka Finance and Trading Limited to give a fresh brand to the company so that the company can enter into the new era of growth.

- The Company also underwent infusion of fresh funds through preferential issue of shares with the allotment of 8,77,700 Equity shares of Rs. 10/- each at Premium of Rs.75/-

- With a view to reward to the shareholders, the Company issued bonus shares in the ratio of 7 equity shares for every 1 equity share held aggregating 90,41,900 equity shares

- Now with the enhanced capital base, the Company is in the process of exploring new avenues which will increase the turnover, profitability and will result in enhancing shareholders value in the future.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2013.

DIRECTORS:

Mr. Jugalkishore Pralhadrai Sharma retire by rotation and he has expressed his willingness for re-appointment hence your Directors propose his re-appointment.

During the year, Mr. Amit Kumar Vasishtha, and Mr. Rameshwar Manohar Waghmare were inducted as an Additional directors of the Company under Section 260 of the Companies Act, 1956 who hold office only upto the date of forthcoming Annual General Meeting. The Company has received notice from some of the shareholders of the Company proposing their candidature for the post of Directors. Your Directors propose their re- appointment as the Directors of the Company liable to retire by rotation.

Further, during the year pursuant to provisions of section 198, 269, 309 and 310 read with schedule XIII, and other applicable provisions if any of the companies act, 1956, your directors propose appointment of Mr. Ankit Goradia as Chairman and Managing Director for a period of three years form 05th July, 2013 to 05th July, 2016. Your Directors propose their appointment as the Chairman and Managing Director respectively. Further, during the year, Mr. Anand Gupta, & Mr. Vijay Kumar Jain resigned from the post of Directorship w.e.f. 30th March 2013. Your directors extend their sincere gratitude for valuable services provided by them during their tenure to the Board.

DEPOSITS:

The Company has not taken /invited any deposits from the public during the year. The outstanding amount is NIL as on 31st March, 2013.

PARTICULARS OF EMPLOYEES U/S 217 (2A):

None of the employees is drawing remuneration more than the specified limit prescribed u/s.217 (2A) of the Companies Act, 1956, (Particulars of Employees) Rules, 1975. Hence, the information required in terms of Section 217(2A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975 is not applicable.

PARTICULARS U/S 217 (1) (E):

The Company being an investment Company, the question of import of technology, energy conservation or technical absorption measures does not arise. There are no dealings in foreign exchange, nor are there any exports.

CORPORATE GOVERNANCE:

During the year under review, the Company''s Paid up Capital crossed Rs. 3 Crores and hence the provisions of Clause 49 of Listing Agreement have become applicable to the Company. Reports on Corporate Governance and Management Discussions & Analysis pursuant to Clause 49 of Listing Agreement are annexed and form part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors'' Confirm:

a} That in the preparation of Annual Accounts, the applicable accounting standards have been followed.

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 true and fair view of the state of affairs of the Company at the end of the Financial year ended 31st March, 2013 and of the loss of the Company.

c} That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities.

d} That the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS NOTES AND OBSERVATIONS:

Auditors have made certain observations in their report. These have been appropriately dealt with in the notes to accounts which are self-explanatory.

AUDITORS:

M/s.Pratap.B.Sheth&Co, Chartered Accountants, Mumbai appoint as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM). The Statutory auditors have confirmed their eligibility and willingness to accept the office on appointment in accordance with provision of section Section-224 (1B) of the Companies Act, 1956.

BY ORDER OF THE BOARD

Ankit Garodia Jugalkishore Sharma

Managing Director Director

PLACE: Mumbai

DATE: 02/09/2013

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Mar 31, 2012

To The Members, Pyramid Trading and Finance Limited.

The Directors are pleased to present the 28Th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2012. The summarized financial results for the year ended 31st March, 2012 are as under:

Financial Results

Particular For the financial For the financial year ended, year ended, 31st March,2012 31st March, 2011 Amount in Rs. Amount in Rs.

Gross Receipt/other Income 1,320.17 19,204.00

Profit / (Loss) before Tax (11,53,818.83) 12,855.00

Depreciation 0.00 0.00

Profit / (Loss) before Tax (11,53,818.83) 12,855.00

Provision for Tax 0.00 0.00

Profit / (Loss) After Tax (11,53,818.83) 12,855.00

Balance Brought Forward 3,84,84,871.34 3,84,72,016.34

Balance Carried over to 3,73,31,052.51 3,84,84,871.34 Balance Sheet

Dividend

Your Directors feel that due to losses for the current year, it is prudent to plough back the reserves for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2012.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Ajay Prabhakar Paralkar, Director of the company is liable to retires by rotation. But the company has received a letter from him signifying his unwillingness to get re-appointment at the ensuring Annual General Meeting. Hence Directors do not seek his re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Ankit Garodia and Mr. Jugalkishore Pralhadrai Sharma were inducted as an Additional directors of the Company under Section 260 of the Companies Act, 1956 who hold office only upto the date of forthcoming Annual General Meeting. The company has received notice from some of the shareholders of the company proposing their candidature for the post of Directors. Your Directors propose their re-appointment as the Directors of the company liable to retire by rotation.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standaftls have been followed.

2. 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 of the company as at 31st March, 2012 and of the profit or loss of the company for that period.

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

4. That the Directors had prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

Disclosures under Section 217(l)(d) of the Companies Act, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year 31st March, 2012, of the Company and date of this report.

Transfer to Reserves in terms of Section 217 (l)(b) of the Companies Act, 1956

For the financial year ended 31st March, 2012, the Company had not transfer any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

Particulars of Employees

The company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under section 217(2A} of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditor

M/s N.D Kapur & Co., Chartered Accountants, the existing Auditors of the company have expressed their inability to continue as Statutory Auditor of the Company. At the request of the Company M/s. MNRD & Associates, Chartered Accountants, Mumbai have consented to act as Auditor of the Company, if appointed. You are requested to appoint Auditors for the current year and to fix their remuneration.

Auditors' Report

The observations made by the auditors in their report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2012 are self-explanatory and therefore do not call for any further comments under section 217(3) of the companies Act, 1956.

Compliance Certificate:

As required under provisions of section 383A of the Companies Act, 1956, Compliance certificate dated 08.08.2012 from M/s D.S. Momaya & Co., Company Secretaries is annexed.

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

The particulars as required under the provisions of Section 217(1) (e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

Acknowledgements

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers, regulatory bodies and other Business associates at all levels.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees.

For and on behalf of the Board

Pyramid Trading and Finance Limited

Place: Mumbai

Sd/- Sd/-

Date: 08.08.2012 Director Director