Directors Report of Monind Ltd.

Mar 31, 2025

Your Directors are pleased to present the 42^nd (Forty Second] Annual Report on the
business and operations of Monind Limited (âthe Companyâ] together with the
Audited Financial Statements for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS AND BUSINESS OPERATIONS

A summary of the Companyâs Financial Results for the Financial Year 2024-2025 &
2023-2024 are as under:

Particulars	Amount (Rs in Lakhs)
	Financial Year 2024-2025	Financial Year 2023-2024
Revenue from operation	0	0
Other Income	0	0
Total Income	0	0
Total Expenses	253.75	197.14
Profit/(Loss ] before Tax	(253.75)	(197.14)
Tax Expense:	-	-
Current Tax For earlier Year
Deferred Tax	-	-
Net Loss after Tax	(253.75)	(197.14)

2. STATEMENT OF COMPANY''S AFFAIR

During the financial year 2024-25, the operating income was nil. The Company has
recorded a net Loss after tax of Rs. 253.75.14 Lakhs for Financial year 2024-2025 as
compared to net Loss of Rs. 197.14 Lakhs for the Financial Year 2023-2024. The
Directors are optimistic about future performance of the Company.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year under review, there was no change in the nature of business of the
Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT

No material changes and commitments, materially affecting the financial position of
the Company or having any material impact on the operations of the company have
occurred between the end of the financial year under review and date of this report.

5. DIVIDEND AND RESERVES

In view of the losses suffered by the Company during the year under review, your
directors have not recommended any dividend for the Financial Year 2024-25.

Further, no amount has been transferred to the general reserves during the year under
review.

6. DEPOSITS

During FY 2024-25, the Company has not accepted any deposits from the public in
terms of the provisions of Section 73 of the Act. Further, no amount on account of
principal or interest on deposits from the public was outstanding as on March 31, 2025.

7. SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company as on 31st March, 2025 is Rs.
109,00,00,000/- (Rupees One Hundred Nine Crore only] divided into 40,00,000 (Forty
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only] 15,00,000 (Fifteen Lakhs ] 10%
Non-Cumulative, Non-Convertible Redeemable Preference of Rs. 100/-(Rupees
Hundred Only] and 90,00,000 (Ninety Lakh] 0.01% Non-Cumulative, Non-Convertible
Redeemable Preference Shares of Rs. 100/- (Rupees Hundred Only]

Paid Up Share Capital

The Paid up Share Capital of the Company as on 31^st March, 2025 is Rs. 108,68,12,620
(Rupees One Hundred Eight Crore Sixty Eight Lakhs Twelve Thousand and Six Hundred
Twenty Only] divided into 36,81,262 (Thirty Six Lakhs Eighty One Thousand Two
Hundred Sixty Two Only ] Equity Shares of Rs. 10 each and 15,00,000 (Fifteen Lakhs]
10% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/-

(Rupees Hundred Only] each and 90,00,000 (Ninety Lakh) 0.01% Non-Cumulative,
Non-Convertible Redeemable Preference Shares of Rs. 100 each.

There was no change in the Share Capital of the Company.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no Subsidiary, Joint venture or Associate
Company and accordingly Form AOC-1 i.e. a statement containing salient features of
the financial statements of subsidiaries or associate companies or Joint Ventures
pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rule, 2014 is not required to be attached.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

The Company has an appropriate mix of directors on its Board. As on March 31, 2025,
the Board consisted of one (1) Executive Director, one (1) Non-Executive Non

Independent Director and two (2) Non-Executive Independent Directors including one
(1) Woman Independent Director.

Directors are eminent individuals of diverse backgrounds with skills, experience and
expertise in various areas.

The directors of the Company as on March 31, 2025 are as follows:

S.No.	Name of the Director	Designation	Date of appointment
1	Mr. Mahesh Kumar Sharma (DIN:07504637)	Whole Time Director	07/05/2016
2	Mr. Umesh Kumar Shukla (DIN:00180433)	Non Executive Independent Director	10/08/2022
3	Ms. Babika Goel (DIN:07060202)	Non Executive Independent Director	14/02/2015
4	Mr. Keshav Sharma (DIN:08275228)	Non Executive NonÂ¬ Independent Director	30/05/2019

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and
the Companyâs Articles of Association, Mr. Keshav Sharma (DIN: 08275228) , Director
of the Company liable to retires by rotation at the forthcoming 42 ^nd Annual General
Meeting and, being eligible, offers himself for re-appointment. The Board recommends

his re-appointment for the consideration of the Members of the Company at the ensuing
42^nd Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other companies of
the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under the Secretarial Standards and SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015, is appended as an
Annexure to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the
applicable rules made thereunder, the following persons were designated as the Key
Managerial Personnel (KMP] of the Company as on March 31, 2025:

S.No.	Name of Key Managerial Personnel	Designation
1	Mr. Mahesh Kumar Sharma	Whole Time Director & Chief Financial Officer
2	Ms. Ritika Ahuja*	Company Secretary and Compliance officer

*Ms. Ritika Ahuja has been appointed as the Company secretary and Compliance officer
of the company w.e.f 13.08.2024 in place of Ms. Rinkal who has resigned on 23.07.2024.

10. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from each of the Independent Directors of the
Company under section 149(7] of the Companies Act, 2013 confirming that he/she
meets the criteria of independence as laid down in Section 149(6] of the Companies
Act, 2013 and Regulation 16 of SEBI (Listing Obligation & Disclosure Requirements]
Regulations, 2015 ("SEBI LODR Regulationsâ] and there has been no change in the
circumstances which may affect their status as Independent Directors. Further, they
have enrolled themselves in the data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied
with the integrity, expertise and experience (including proficiency in terms of Section
150(1] of the Act and applicable rules thereunder] of all Independent Directors on the
Board including those appointed during the Financial Year.

During the FY 2024-25 separate meeting exclusively of Independent Directors was
held on 30^th May 2024.

11. APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria
of appointment of Directors and to identify candidates for appointment to the Board of
Directors. In evaluating the suitability of a person for appointment / re-appointment as
a Director, the Committee takes into account the eligibility, qualification, skills,
expertise, track record, integrity of the appointee. The Committee also assesses the
independence of directors at the time of their appointment / re-appointment as per the
criteria prescribed under the provisions of the Act, the rules made thereunder and the
SEBI LODR Regulations.

The Company has the Remuneration Policies in place for remuneration of Directors
(Executive and Non-Executive], Key Managerial Personnel, Senior Managerial
Personnel and other employees in line with the requirement of the Act, SEBI LODR
Regulations.

The relevant Policy(ies) are being updated regularly and have been uploaded on the
website of the Company and can be accessed through the link
http://www.monnetgroup.com/MIL-code-policy.php

12. ANNUAL BOARD EVALUATION

In terms of provisions of the Companies Act, 2013 and Regulation 17(10], 19(4] and
Part D of Schedule II of SEBI Listing Regulations, the Board conducts an annual
performance evaluation of its own performance, the performance of the Directors
individually as well as the evaluation of the working of its Committees through
questionnaire designed with qualitative parameters and feedback based on ratings and
open comments.

The Board has adopted Performance Evaluation Policy (âPolicyâ] for carrying out the
evaluation of Board as whole, the Board Committees and individual Directors including
Independent Directors. The Policy covers the performance evaluation criteria of all the
directors including independent directors. The criteria covered to conduct the
evaluation process includes contribution to and monitoring of corporate governance
practices, knowledge & update of relevant areas, participation in the long term
strategic planning and fulfillment of Directorsâ obligations and fiduciary
responsibilities, including but not limited to, active/effective participation at the Board
and Committee meetings, representation of stakeholderâ interest and enhancing
shareholders value etc.

The Board has carried out the annual performance evaluation of the Board as whole,
all the Board Committees and individual Directors for the FY 2024-25 in May 2025 as
per the parameters prescribed in the evaluation forms provided in the Policy for
evaluation of Board as whole, the Board Committees and individual Directors which
include various aspects of Boardâs functioning.

Further, Independent Directors have also carried out the performance evaluation of
Board as a whole, Non-Independent Directors and Chairperson of the Company in their
meetings held on May 29, 2025 for the FY 2024-25.

The Board of Directors expressed their satisfaction with the Policy and Annual
Performance Evaluation process and evaluation results.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2025, four (4] meetings of the Board of
Directors were convened and held, the details of which are as under:

S.No.	Board Meeting	Total Strength of the Board	No. of Directors Present
1	30.05.2024	4	4
2	13.08.2024	4	4
3	13.11.2024	4	4
4	13.02.2025	4	4

The Board of Directors met at Regular Intervals to transact business and the gap
between two consecutive meetings did not exceed one hundred and twenty days.

The Company has complied with applicable provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 and
the relevant Secretarial Standards issued by the Institute of Company Secretaries of
India with respect to the Board Meetings.

Attendance of Directors at Board Meetings during the F.Y 2024-2025 are as under:

Name of the Directors	No of Board Meetings held	No of Board Meetings Attended
Mr. Mahesh Kumar Sharma (DIN:00180433]	4	4
Mr. Umesh Kumar Shukla (DIN:07504637]	4	4
Ms. Babika Goel (DIN:07060202]	4	4
Mr. Keshav Sharma (DIN:08275228)	4	4

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a. Audit Committee

Your Directors have constituted the Audit committee in accordance with Section
177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board
and its Powers] Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements] Regulations, 2015 . The members of the Committee as on
March 31, 2025 are as follows:

S. No.	Name	Chairman/Member
1	Ms. Babika Goel	Chairman
2	Mr. Keshav Sharma	Member
3	Mr. Umesh Kumar Shukla	Member

Four (4] meetings of the Audit Committee were held during the period ended
March 31, 2025 on May 30, 2024, August 13, 2024, November 13, 2024 and
February 13, 2025.

The Board of Directors of the company has accepted all the recommendation
received from the Audit Committee.

b. Nomination and Remuneration Committee

Your directors have constituted a Nomination and Remuneration Committee as
required under the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015. The Nomination and Remuneration Committee consists of
following members:

S. No.	Name	Chairman/Member
1	Ms. Babika Goel	Chairman
2	Mr. Keshav Sharma	Member
3	Mr. Umesh Kumar Shukla	Member

Two (2] meetings of the Nomination and Remuneration Committee were held
during the period ended March 31, 2025 on May 30, 2024 and August 13, 2024.

c. Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the
provisions of Section 178(5] of Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements] Regulations, 2015 The
Committee consists of following members:

S. No.	Name	Chairman/Member
1	Mr. Umesh Kumar Shukla	Chairman
2	Ms. Babika Goel	Member
3	Mr. Keshav Sharma	Member

Two (2] meetings of the Stakeholders Relationship Committee were held during the
period ended March 31, 2024 on August 13, 2024 and February 13, 2025.

d. Executive Committee:

The Executive Committee is formed to deal with urgent matters requiring
immediate action of the Board of Directors before a meeting of the Board could be
convened. The Minutes of the Executive Committee are placed before the Board for
their review and noting in the next Board Meeting.

The Committee consists of following members:

S. No.	Name	Chairman/Member
1	Mr. Keshav Sharma	Chairman
2	Ms. Babika Goel	Member

During the year under review, no meeting of the Executive committee took place.

e. Finance Committee:

The Finance Committee is formed for the purpose of looking on the matters
related with finance and to further make recommendation to the Board regarding
such matters.

The Committee consists of following members:

S. No.	Name	Chairman/Member
1	Mr. Mahesh Kumar Sharma	Chairman
2	Mr. Umesh Kumar Shukla	Member

During the year under review, no meeting of the Finance Committee took place.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on
an armâs length basis and were in the ordinary course of business. There were no
materially significant related party transactions entered by the Company with related
parties which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as
per the Related Party Transactions Policy of the Company as approved by the Board.
The policy is also uploaded on the website of the Company and can be accessed
through the link http://www.monnetgroup.com/MIL-code-policy.php

Since all the transactions with related parties during the year were on armâs length
basis and in the ordinary course of business, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable for FY 2025.

The details of the transactions with related parties are provided in the notes to
accompanying standalone financial statements.

16. AUDITORS

i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed
thereunder, M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn.
No.000018N/N500091) were appointed as the Statutory Auditors of the Company at
the 39th Annual General Meeting (âAGMâ) held on 28th September, 2022 for a term of 5
years commencing from the conclusion of the 39th AGM till the conclusion of the 44th
AGM.

The Auditorâs Report on the financial statements of the Company for the financial year
ended March 31, 2025, forms part of this Annual Report. The report does not contain
any qualification, reservation, or adverse remark, and therefore, no explanation by the
Board is required in this regard.

ii) Secretarial Auditor

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 had appointed M/s Sanjay Grover & Associates (Firm registration No
P2001DE052900), Practicing Company Secretaries, New Delhi, as the Secretarial

Auditor of the Company to conduct the Secretarial Audit of the Company for Financial
Year 2024-2025.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2024-25 is annexed to
this report as Annexure-1. The Report does not contain any qualification, reservation,
or adverse remark, accordingly, no explanation by the Board is required.

The amended provisions of Regulation 24A of SEBI Listing and Obligations and
Disclosure Requirements (LODR] Regulations, 2015 are not applicable to the Company.

However, the Board of Director in its Board Meeting held on 13th August, 2025 has reÂ¬
appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900],
Practicing Company Secretaries, as the Secretarial Auditor of the Company to conduct
the Secretarial Audit of the Company for Financial Year 2025-2026.

iii) Internal Auditor

Pursuant to Section 138 of Companies Act, 2013, the Company had appointed M/s VGG
& Co. Chartered Accountants (Firm Registration No.: 031985N], as Internal Auditor of
the Company in its Board Meeting held on 13^th August, 2024 for the Financial Year
2024-2025.

However the Board of Director in its Board Meeting held on 13^th August, 2025 has reÂ¬
appointed M/s VGG & Co. ,Chartered Accountants (Firm Registration No.: 031985N] as
Internal Auditor of the Company for the Financial Year 2025-2025.

17. DIRECTOR''S RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency,
financial disclosures and financial statements have been made to give a true and fair
view of Company. As required under Section 134(5] and Section 134(3](c], and based
upon the detailed representation, due diligence and inquiry thereof and your Board of
Directors assures and confirm as under:

a] in the preparation of the annual financial statements for the year ended March 31,
2025, the applicable Indian Accounting Standards (âInd ASâ] and Schedule III of
Companies Act, 2013 have been followed and there are no material departures from
the same;

b] the directors had selected such accounting policies and applied 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 31^st March, 2025 and of the
profit and loss of the Company for that period.

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 annual accounts for the financial year ended 31st March, 2025 have been
prepared on going concern basis;

e) the directors had laid down internal financial controls and same were followed by
the Company and that such financial controls were adequate and were operating
effectively; and

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

18. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

Your Company has an effective internal financial control and risk-mitigation system,
which are constantly assessed and strengthened with new/revised standard operating
procedures. The Companyâs internal control system is commensurate with its size,
scale and complexities of its operations. The internal audit was conducted by M/s VGG
& Co. , Chartered Accountants (Firm Registration No.: 031985N) for the FY 2024-25.

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen
the same. The Company has a robust Management Information System (''MISâ) which is
an integral part of the control mechanism.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically
apprised of the internal audit findings and corrective actions taken. Significant audit
observations and corrective actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company, at present does not fall in any of the criteria(s) as provided under
section 135 of the Companies Act, 2013 and Rules made there under. Hence the
provisions of Corporate Social Responsibility are not applicable on the Company.

20. LISTING OF SHARES

The Companyâs Equity Shares are presently listed at
a) BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai,-400001

b] The Stock Code & ISIN no. for dematerialisation of listed shares:

S.No.	Stock Code	ISIN No.
1.	532078	INE407E01029

The Annual Listing Fees for the Financial Year 2025-26 has been paid to BSE Limited.

C] The Company has made application to The Calcutta Stock Exchange Ltd. (7, Lyons
Range, Kolkata - 700001} for delisting of its equity shares.

Further, to provide service to the Shareholders, the Company has appointed M/s. MCS
Share Transfer Agent Limited, 179-180, DSIDC Shed, 3rd Floor, Okhla Industrial Area,
Phase-I, New Delhi-110020 as Registrar and Transfer Agent of the Company for
Electronic Connectivity with NSDL and CDSL.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review detailing
economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015 (âSEBI LODR
Regulationsâ} is presented in a separate section as Annexure-2 and forms an integral
part of this Report.

22. RISK MANAGEMENT FRAMEWORK

Your Companyâs Risk Management framework is backed by strong internal control
systems. The risk management framework consists of policies and procedures framed at
management level and strictly adhered to and monitored at all levels. The framework
also defines the risk management approach across the enterprise at various levels. Risk
management is embedded in our critical business activities, functions and processes.
The risks are reviewed for change in the nature and extent of the major risks identified
since the last assessment. It also provides control measures for risk and future action
plans.

The internal audit team periodically visits the divisions and carries out audit. The
findings are periodically reviewed by the Board and Audit Committee with emphasis on
maintaining its effectiveness in dynamic business environment.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO

The Company is not engaged in any business during the year. Therefore, there is
nothing to be reported with respect to conservation of energy, technology absorption

and foreign exchange as required to be disclosed under Section 134(3] (m] of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its operations in future
except to the extent mentioned in this Report.

25. DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor
of the Company has disclosed any instance of fraud committed in the Company by its
officers or employees required to be disclosed in terms of Section 143(12] of the Act.

26. STOCK OPTIONS SCHEME

The Company does not have any Stock Option scheme for its employees, Directors etc.

27. ANNUAL RETURN

Pursuant to Section 92(3] read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Return of the Company prepared in accordance with Section 92(1]
of the Act read with Rule 11 of the Companies (Management and Administration]
Rules, 2014 is placed on the website of the Company and is accessible at the web-link:
http://www.monnetgroup.com/extract-of-annual-returns-2025.php

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2024-2025, the company has given no Loan nor Guarantees.
Further, no investments covered under the provisions of Section 186 of the Companies
Act, 2013 are made during the period under review.

(Please refer Financial Statements of the Company for F.Y. 2024-2025 for the
investment as on March 31, 2025].

29. COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1] of section 148 of the Companies Act, 2013 read
with Companies (Audit and Auditors] Rules, 2014.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy
to deal with instances of fraud and mismanagement, if any. The same has also been
displayed on the website of the Company and the link for the same is

http://www.monnetgroup.com/MIL-code-policy.php

During the year under review, no complaint pertaining to the Company was received
under the Whistle Blower mechanism.

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

The Company has adopted a Policy on Prevention of Sexual Harassment at the
Workplace, in accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal] Act, 2013 and the Rules made
thereunder.

An Internal Complaints Committee (ICC] has been constituted to consider and resolve
complaints related to sexual harassment, as mandated by the said Act. The policy is
applicable to all employees of the Company, including permanent, contractual,

temporary, and trainees.

Further the following details related to complaints of sexual harassment:

(a) number of complaints of sexual harassment received in the year: NIL

(b) number of complaints disposed off during the year: NIL

32. MATERNITY BENEFIT COMPLIANCE STATEMENT

The Company confirms that it is in full compliance with the provisions of the Maternity
Benefit Act, 1961, including maternity leave as applicable, and protection against
termination on account of maternity leave.

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section
197(12] of the Act, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014 are annexed to this report as
Annexure - 3.

34. CORPORATE GOVERNANCE REPORT

Pursuant to regulation 15 of SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015, the Compliance with the Corporate Governance provisions is not
applicable on the Company.

35. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT

During the year under review, the company has not filed any application with the
tribunal for revision of financial statements or board report in any of the three
preceding financial years.

36. SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES

During the year under review, the Company has not issued any shares with differential
voting rights and sweat equity shares and hence, no information as required under
Section 43(a] (ii] & Section 54(1)(d) of the Companies Act, 2013 read with applicable
rules is required to be disclosed.

37. SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India.

38. DETAILS OF APPLICATION MADE/PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016

There is neither application made nor any proceeding pending against the Company
under Insolvency and Bankruptcy Code, 2016 during the year ended March 31, 2025.

39. DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks/financial
institutions during the year under review.

40. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them.
The Directors also gratefully acknowledge all stakeholders of the Company viz.

customers, members, dealers, vendors, banks and other business partners for the
excellent support received from them during the year. The Directors place on record

their sincere appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.

Date 13.08.2025 BY ORDER OF THE BOARD

Place: New Delhi For MONIND LIMITED

Sd/- Sd/-

(Keshav Sharma) (Mahesh Kumar Sharma)

Director Whole-Time Director & CFO

DIN: 08275228 DIN:07504637

Mar 31, 2024

Your Directors have pleasure in presenting the 41^st Annual Report together with the
Audited Financial Statements of MONIND LIMITED (âthe Companyâ] for the Financial
Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS AND BUSINESS OPERATIONS

A summary of the Company''s Financial Results for the Financial Year 2023-2024 &
2022-2023 are as under:

Particulars	Amount (Rs in Lakhs)
	Financial Year 2023-2024	Financial Year 2022-2023
Revenue from operation	0	0
Other Income	0	0.10
Total Income	0	0.10
Total Expenses	197.14	296.07
Profit/(Loss ] before Tax	(197.14)	(295.97)
Tax Expense:	-	-
Current Tax For earlier Year		0.19
Deferred Tax	-	-
Net Loss after Tax	(197.14)	(296.16)

2. STATEMENT OF COMPANY''S AFFAIR

During the financial year 2023-24, the operating income was nil. The Company has
recorded a net Loss after tax of Rs. 197.14 Lakhs for Financial year 2023-2024 as
compared to net Loss of Rs. 296.16 Lakhs for the Financial Year 2022-2023. The
Directors are optimistic about future performance of the Company.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the
Company.

4. DIVIDEND AND RESERVES

In view of the losses suffered by the Company during the year under review, your
directors have not recommended any dividend and have not transferred any amount
to reserve for the Financial Year 2023-24.

5. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public falling within
the purview of Section 73 of the Act read with Companies (Acceptance of Deposits]
Rules, 2014.

There is no unclaimed or unpaid deposit lying with the Company.

6. SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company as on 31^st March, 2024 is Rs.
109,00,00,000/- (Rupees One Hundred Nine Crore only] divided into 40,00,000 (Forty
Lakhs] Equity Shares of Rs. 10/- (Rupees Ten Only] and 1,05,00,000 (One Crore Five
Lakhs ] Non-Cumulative, Non-Convertible Redeemable Preference of Rs.100/-(Rupees
Hundred Only].

Paid up Share Capital

The Paid up Share Capital of the Company as on 31^st March, 2024 is Rs. 108,68,12,620
(Rupees One Hundred Eight Crore Sixty Eight Lakhs Twelve Thousand and Six Hundred
Twenty Only] divided into 36,81,262 (Thirty Six Lakhs Eighty One Thousand Two
Hundred Sixty Two Only ] Equity Shares of Rs. 10 each and 15,00,000 (Fifteen Lakhs]
10% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/-
(Rupees Hundred Only] each and 90,00,000 (Ninety Lakh] 0.01% Non-Cumulative,
Non-Convertible Redeemable Preference Shares of Rs. 100 each.

During the financial year, the Board of Directors in their Board Meeting held on 29^thJune, 2023 have allotted the 0.01% Non-Cumulative, Non-Convertible Redeemable
Preference Shares of Rs. 100 each aggregating to Rs. 90,00,00,000 (Rupee Ninety Crore
only] by conversion of Loan into Preference Shares .

Pursuant to the said allotment, the issued, subscribed and paid up Share Capital of the
Company has been increased in the following manner:

Particulars	Issued, Subscribed and Paid up Share Capital Before 29.06.2023 (in Rs.)	Shares Alloted on 29.06.2023 (in Rs.)	Issued, Subscribed and Paid up Share Capital After 29.06.2023 (in Rs.)
Equity Share Capital of Rs. 10 each	3,68,12,620	NIL	3,68,12,620
10% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100 each	15,00,00,000	NIL	15,00,00,000
0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100 each	NIL	90,00,00,000	90,00,00,000
Total (in Rs.)	18,68,12,620	90,00,00,000	108,68,12,620

7. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANY

As on March 31, 2024, the Company has no Subsidiary, Joint venture or Associate
Company and accordingly Form AOC-1 i.e. a statement containing salient features of
the financial statements of Subsidiaries/Associate Company/Joint Ventures pursuant
to Section 129(3] of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rule, 2014 is not required to be attached.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on the date of the report, the Board of Directors of the Company comprises of total
Four (4) directors. The Composition of the Board of Directors is as under:

S.no.	Name of the Director	Designation	Date of appointment
1	Mr. Mahesh Kumar Sharma (DIN:07504637)	Whole Time Director	07/05/2016
2	Mr. Umesh Kumar Shukla (DIN:00180433)	Non Executive Independent Director	10/08/2022
3	Ms. Babika Goel (DIN:07060202)	Non Executive Independent Director	14/02/2015
4	Mr. Keshav Sharma (DIN:08275228)	Non Executive NonÂ¬ Independent Director	30/05/2019

In accordance with the provisions of Section 152(6] of the Companies Act, 2013 and
the Company''s Articles of Association, Mr. Mahesh Kumar Sharma (DIN: 07504637] ,
Whole Time Director of the Company liable to retires by rotation at the forthcoming
41^st Annual General Meeting and, being eligible, offers himself for re-appointment. The
Board recommends his re-appointment for the consideration of the Members of the
Company at the ensuing 41^st Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51] & 203 of the Companies Act, 2013, during
the Financial year 2023-2024, Key Managerial Personnel (KMP''s) of the Company are:-

1. Mr. Mahesh Kumar Sharma (DIN:07504637)- Whole Time Director & Chief
Financial Officer

2. Ms. Priya (M.NO. A43972)- Company Secretary (KMP ] and Compliance officer*

3. Ms. Rinkal (M.No. A55732)- Company Secretary (KMP ] and Compliance officer*

*During the Financial year under review, Ms. Priya (M.NO. A43972], Company Secretary
(KMP] and Compliance officer of the Company has resigned w.e.f 30.06.2023 and Ms.
Rinkal (M.No. A55732] has been appointed as Company Secretary (KMP] and
Compliance Officer of the Company w.e.f 01.07.2023. However, Ms. Rinkal has also
resigned from the post of Company secretary and Compliance officer of the company
w.e.f 23.07.2024.

9. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the
Company under section 149(7] of the Companies Act, 2013 confirming that they meet
the criteria of independence as provided in Section 149(6] of the Companies Act, 2013
and Regulation 16 of SEBI (Listing Obligation & Disclosure Requirements] Regulations,
2015 (âSEBI LODR Regulationsâ] and there has been no change in the circumstances
which may affect their status as Independent Directors. Further, they have included
their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors] Rules, 2014.

Further, in terms of Regulation 25(8] of the SEBI LODR Regulations, the Independent
Directors have confirmed that they are not aware of any circumstances or situation
which exist or may be anticipated, that could impair or impact their ability to
discharge their duties.

Further, in the opinion of the Board, Independent Directors qualify the criteria of
Independent Director as mentioned in the Act and SEBI LODR Regulations and are
independent of the management.

During the FY 2023-24 separate meeting exclusively of Independent Directors was
held on 30^th May 2023.

10. NUMBER OF MEETING OF THE BOARD OF DIRECTORS

During the financial period 2023-24, the Board of Directors met Five (5] times, the
details of which are as under:

S.No	Board Meeting	T otal Strength of the Board	No. of Directors Present
1	30.05.2023	4	4
2	29.06.2023	4	4
3	11.08.2023	4	4
4	09.11.2023	4	4
5	13.02.2024	4	4

The Board of Directors met at Regular Intervals to transact business and the gap
between two meetings was not exceeding one hundred and twenty days.

The Company has complied with Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements] Regulations, 2015 and the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India with
respect to the Board Meetings.

Attendance of Directors at Board Meetings during the F.Y 2023-2024 are as under:

Name of the Directors	No of Board Meetings held	No of Board Meetings Attended
Mr. Mahesh Kumar Sharma (DIN:00180433]	5	5
Mr. Umesh Kumar Shukla (DIN: 07504637]	5	5
Ms. Babika Goel (DIN: 07060202]	5	5
Mr. Keshav Sharma (DIN:08275228)	5	5

11. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a. Audit Committee

Your Directors have constituted the Audit committee in accordance with Section
177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board
and its Powers] Rules, 2014. The members of the Committee as on March 31, 2024
are as follows:

S. No.	Name	Chairman/Member
1	Ms. Babika Goel	Chairman
2	Mr. Umesh Kumar Shukla	Member
3	Mr. Keshav Sharma	Member

Four (4] meetings of the Audit Committee were held during the period ended
March 31, 2024 on May 30, 2023, August 11, 2023, November 09, 2023 and
February 13, 2024.

The Board of Directors of the company has accepted all the recommendation
received from the Audit Committee.

b. Nomination and Remuneration Committee

Your directors have constituted a Nomination and Remuneration Committee as
required under the provisions of Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee consists of following members:

S. No.	Name	Chairman/Member
1	Ms. Babika Goel	Chairman
2	Mr. Umesh Kumar Shukla	Member
3	Mr. Keshav Sharma	Member

Three (3] meetings of the Nomination and Remuneration Committee were held
during the period ended March 31, 2024 on May 30, 2023, June 29, 2023 and August
11, 2023.

c. Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the
provisions of Section 178(5] of Companies Act, 2013. The Committee consists of
following members:


S. No.	Name	Chairman/Member
1	Mr. Umesh Kumar Shukla	Chairman
2	Ms. Babika Goel	Member
3	Mr. Keshav Sharma	Member

Three (3] meetings of the Stakeholders Relationship Committee were held during
the period ended March 31, 2023 on May 30, 2023, August 11, 2023 and February
13, 2024.

d. Executive Committee:

The Executive Committee was formed to deal with urgent matters requiring
immediate action of the Board of Directors before a meeting of the Board could be
convened. The Minutes of the Executive Committee are placed before the Board for
their review and noting in the next Board Meeting.

The Committee consists of following members:

S. No.	Name	Chairman/Member
1	Mr. Keshav Sharma	Chairman
2	Ms. Babika Goel	Member

During the year under review, no meeting of the Executive committee took place.

e. Finance Committee:

The Finance Committee was formed for the purpose of looking on the matters
related with finance and to further make recommendation to the Board regarding
such matters.

The Committee consists of following members:

S. No.	Name	Chairman/Member
1	Mr. Mahesh Kumar Sharma	Chairman
2	Mr. Umesh Kumar Shukla	Member

During the year under review, no meeting of the Finance Committee took place.

12. ANNUAL BOARD EVALUATION

In terms of provisions of the Act and Regulation 17(10} read with Regulation 25(4) of
SEBI Listing Regulations, the Board conducts an annual performance evaluation of its
own performance, the performance of the Directors individually as well as the
evaluation of the working of its Committees through questionnaire designed with
qualitative parameters and feedback based on ratings and open comments.

The Board has adopted Board Evaluation Policy (âPolicyâ] for carrying out the
evaluation of Board as whole, the Board Committees and individual Directors including
Independent Directors. The Policy covers the performance evaluation criteria of all the
directors including independent directors. The criteria covered to conduct the
evaluation process includes contribution to and monitoring of corporate governance
practices, knowledge & update of relevant areas, participation in the long term
strategic planning and fulfillment of Directors'' obligations and fiduciary
responsibilities, including but not limited to, active/effective participation at the Board
and Committee meetings, representation of shareholders'' interest and enhancing
shareholders value etc.

Pursuant to the Policy, Board has carried out the annual performance evaluation of the
Board as whole, all the Board Committees and individual Directors for the FY 2023-24
in May 2024 as per the parameters prescribed in the evaluation forms provided in the
Policy for evaluation of Board as whole, the Board Committees and individual Directors
which include various aspects of Board''s functioning.

The Board of Directors expressed their satisfaction with the Policy and Annual
Performance Evaluation process and evaluation results.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on
an arm''s length basis and were in the ordinary course of business. There are no
materially significant related party transactions entered by the Company with related
parties which may have a potential conflict with the interest of the Company.

Since, all related party transactions that were entered into during the financial year
were on an arm''s length basis and were in the ordinary course of business and there
was no material related party transaction entered by the Company during the year as
per Related Party Transactions Policy, no details are required to be provided in Form
AOC-2 prescribed under clause (h] of sub-section (3] of section 134 of the Act and Rule
8(2] of the Companies (Accounts] Rules, 2014.

The details of the transactions with related parties are provided in the notes to
accompanying standalone financial statements.

14. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5] of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a] In preparation of Annual Accounts for the financial year ended 31^st March, 2024 in
the applicable Indian Accounting Standards (Ind "ASâ) and Schedule III of
Companies Act, 2013 had been followed and there are no material departures from
the same;

b] The directors had selected such accounting policies and applied 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 31^st March, 2024 and of the
profit and loss of the Company for the Financial Year ended 31^st March, 2024.

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 annual accounts for the financial year ended 31st March, 2024 have been
prepared on going concern basis;

e] The Directors had laid down internal financial controls and same were followed by
the Company and that such financial controls were adequate and were operating
effectively; and

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

15. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The internal control system is an integral part of the general organizational structure
of the Company. The system is highly structured and totally in sync with the size and
nature of its business. This process is aimed at pursuing the values of both procedural
and substantial fairness, transparency and accountability. The internal control system
is basically a set of rules, regulations, policies which allows enhanced monitoring. The
organization is appropriately staffed with qualified and experienced personnel for
implementing and monitoring the internal control environment.

The Board has laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively
during the financial year.

16. AUDITORS

i) Statutory Auditor

The Board of Directors and Members of the Company at its Annual General Meeting
held on 28.09.2022 has approved the appointment of M/s O P Bagla & Co. LLP,
Chartered Accountants (Firm Regn. No.000018N/N500091] as the Statutory Auditors
of the Company for a term of 5 years commencing from the conclusion of the 39th
AGM till the conclusion of the 44th AGM.

The Company has received certificate to the effect that M/s O P Bagla & Co. LLP
satisfy the criteria provided under Section 141 of the Companies Act, 2013.

The Report given by the Auditor on financial statements of the Company forms part of
the Annual Report. There is no qualification in the Auditors Report on financial
statements for the financial year ended March 31, 2024 and hence, no explanation is
required thereon.

ii) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel] Rules, 2014, the Company had appointed
M/s Sanjay Grover & Associates (Firm registration No P2001DE052900], Practicing
Company Secretaries, New Delhi, as the Secretarial Auditor of the Company to conduct
the Secretarial Audit of the Company for Financial Year 2023-24. The Report of
Secretarial Auditor (Form MR-3] for the Financial Year2023-24 is annexed to the
report as Annexure-1.

Report of the Secretarial Auditor is without any qualification and hence, no explanation
is required thereon.

However, the Board of Director in its Board Meeting held on 13^th August, 2024 has reÂ¬
appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900],
Practicing Company Secretaries, as the Secretarial Auditor of the Company to conduct
the Secretarial Audit of the Company for Financial Year 2024-25.

iii) Internal Auditor

Pursuant to Section 138 of Companies Act, 2013, the Company had appointed M/s VGG
& Co. Chartered Accountants (Firm Registration No.: 031985N], as Internal Auditors of
the Company in its Board Meeting held on 11^th August, 2023 for the Financial Year
2023-24.

However the Board of Director in its Board Meeting held on 13^th August, 2024 has reÂ¬
appointed M/s VGG & Co. ,Chartered Accountants (Firm Registration No.: 031985N] as
Internal Auditors of the Company for the Financial Year 2024-2025.

17. CORPORATE SOCIAL RESPONSIBILITY

18. LISTING OF SHARES

The Company''s Equity Shares are presently listed at BSE Limited. The Annual Listing
Fees for the Financial Year 2023-24 has been paid to BSE Limited.

The Equity Shares of the Company has the electronic connectivity under ISIN No.
INE407E01029. To provide service to the Shareholders, the Company has appointed
M/s. MCS Share Transfer Agent Limited, F-65, 1^st Floor, Okhla Industrial Area, Phase-I,
New Delhi-110020 as Registrar and Transfer Agent of the Company for Electronic
Connectivity with NSDL and CDSL .The Company has made application to The Calcutta
Stock Exchange Ltd. (7, Lyons Range, Kolkata-700001] for delisting of its equity shares.

19. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review detailing
economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements] Regulations, 2015 (âSEBI LODR
Regulationsâ) is presented in a separate section as Annexure-2 and forms an integral
part of this Report.

20. RISK MANAGEMENT FRAMEWORK

Your Company''s Risk Management framework is backed by strong internal control
systems. The risk management framework consists of policies and procedures framed
at management level and strictly adhered to and monitored at all levels. The
framework also defines the risk management approach across the enterprise at various
levels. Risk management is embedded in our critical business activities, functions and
processes. The risks are reviewed for change in the nature and extent of the major risks
identified since the last assessment. It also provides control measures for risk and
future action plans.

The internal audit team periodically visits the divisions and carries out audit. The
findings are periodically reviewed by the Board and Audit Committee with emphasis
on maintaining its effectiveness in dynamic business environment.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

22. DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial
auditors of the Company has disclosed any instance of fraud committed against the
Company by its officers or employees required to be disclosed in terms of Section
143(12] of the Act.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments adversely affecting the financial
position of the Company which have occurred between the end of the financial year of
the Company to which the financial statements relate (i.e. March 31, 2024] and as of
date of the report i.e. August 13, 2024.

24. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT

During the year under review, the company has not filed any application with the
tribunal for revision of financial statements or board report in any of the three
preceding financial years.

25. STOCK OPTIONS SCHEME

The Company does not have any Stock Option scheme for its employees, Directors etc.

26. SHARES WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITY SHARES

During the year under review, the Company has not issued any shares with differential
voting rights and sweat equity shares and hence, no information as required under
Section 43(a) (ii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable
rules is required to be disclosed.

27. ANNUAL RETURN

As required pursuant to Section 92(3] and 134 (3) (a) of the Companies Act,2013, the
Annual Return of the Company for the F.Y 2023-24 is available on the website of the
Company at http://www.monnetgroup.com/extract-of-annual-returns-2024.php

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2023-2024, the company has given no Loan and Guarantees.
Further, no investments covered under the provisions of Section 186 of the Companies
Act, 2013 are made during the period under review.

(Please refer Financial Statements of the Company for F.Y. 2023-2024 for the
investment as on March 31, 2024).

29. APPOINTMENT AND REMUNERATION POLICY

The Company has the Remuneration Policies in place for remuneration of Directors
(Executive and Non-Executive), Key Managerial Personnel, Senior Managerial
Personnel and other employees in line with the requirement of the Act, SEBI LODR
Regulations.

The relevant Policy(ies) are being updated regularly and have been uploaded on the
website of the Company and can be accessed through the link
http://www.monnetgroup.com/MIL-code-policy.php.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with
instance of unethical practices, fraud and mismanagement, actual or suspected fraud or
violation of the Company''s code of conduct or ethics policy and any leak/suspected
leak of Unpublished Price Sensitive Information or gross misconduct by the employees
of the Company, if any, that can lead to financial loss or reputational risk to the
organization. The detail of the Whistle Blower Policy has been posted on the website of

the Company & can be accessed through the link http://www.monnetgroup.com/MIL-
code-policy.php

During the year under review, no complaint pertaining to the Company was received
under the Whistle Blower mechanism.

31. COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1] of section 148 of the Companies Act, 2013 read with
Companies (Accounts] Rules, 2018.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line
with the requirements of The Sexual Harassment of Women at the Work Place
(Prevention, Prohibition and Redressal] Act, 2013 and rules made thereunder. An
Internal Complaints Committee (ICC] is in place as per the requirements of the said Act
to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees] are covered under this policy. No case
has been reported during the year under review.

33. PARTICULARS OF EMPLOYEES

34. SECRETARIAL STANDARDS

The Board of Directors affirm that, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and
SS2] respectively relating to Meetings of the Board, its Committees and the General
Meetings.

35. DETAILS OF APPLICATION/PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There is no such proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016 during the Financial Year ended March 31, 2024.

36. DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks/financial
institutions during the year under review.

37. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance Practices and the Auditors Certificate regarding
compliance of Corporate Governance conditions and certification by CEO/Whole Time
Director & CFO are not applicable on the Company as per regulation 15(2](b] of SEBI
LODR Regulations.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO

The Company is not engaged in any business during the year. Therefore, there is
nothing to be reported with respect to conservation of energy, technology absorption
and foreign exchange as required to be disclosed under Section 134(3] (m] of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

39. ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to the various
Departments of the Central and State Government, Financial Institutions, Bankers to
the Company, all Customers, Suppliers and contractors for their continued valued
assistance and support. Your Directors also wish to place on record their appreciation
for dedicated services rendered by all officers, staff and workers of the Company at all
levels.

Date 13.08.2024 BY ORDER OF THE BOARD

Place: New Delhi For MONIND LIMITED

Sd/- Sd/-

(Babika Goel) (Mahesh Kumar Sharma)

Director Whole-Time Director & CFO

DIN:07060202 DIN: 07504637

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY

Amount [Rs. in Lakhs]

Particulars 2014-2015 2013-2014

Operating income 3804.38 1225.16

Profit/(Loss) before Depreciation (1475.67) (1225.03)

Less: Depreciation 4.09 14.58

Profit/(Loss) for the year before Tax (1479.76) (1239.61)

Provision for taxation 0.00 0.00

Profit/(Loss) after Tax (1479.76) (1239.61)

Reserves and Surplus (2782.63) (1214.64)

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review your Company's operating income was of Rs. 3804.38 Lacs as compared to Rs. 1225.16 lacs during the previous year. The Company has incurred a loss of Rs. 1479.76. Lacs as compared to Rs. 1239.61 Lacs during the previous year.

Further, there has been no change in the nature of the business during the period under review.

2. DIVIDEND

In view of loss during the year under review, your directors do not recommended any dividend to the shareholders.

3. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have taken place between the end of financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company.

4. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

5. SHARE CAPITAL

There was no change in the Company's share capital during the year under review.

The Company's paid up share capital is Rs. 18,68,12,620 comprising of 36,81,262 equity shares of Rs. 10 each and 15,00,000 10% Non-Cumulative, Non-Convertible redeemable Preference shares of par value of Rs. 100 /- each.

6. DIRECTORS

During the year under review, the company has appointed Mr. Saurabh Khandelwal as a Whole-time Director of the Company w.e.f. 12.11.2014 and Ms. Babika Goel as the Additional Director of the Company w.e.f. 14.02.2015.

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the company's articles of association, Mr. JP Lath, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re- appointment.

All independent directors have given declarations that they meet the eligible criteria of independence as provided in

sub-section (6) of section 149 of the Companies Act, 2013 and clause 49 of the Listing agreement. There are three Independent Directors namely Sh. Amitabh Sharma Mudgal, Sh. Rajiv Poddar and Sh. Raj Kumar Sachdev.

Directors of the Company are not related to each other in accordance with section 2(77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

As per clause 49 (IV) (G) of the listing agreement, the required details of directors appointed/reappointed during the year is given in Annexure 1

7. DIRECTOR'S RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134 (3), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

a) In preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The selected accounting policies were applied consistently and the Directors made judgments and estimate that are reasonable and prudent so as to give a true and fair view of Company as at 31st March, 2015 and the profit of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on 'going concern basis';

e) The internal financial controls have been laid down by the company and such financial controls were adequate and operating effectively and;

f) Proper systems have been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

8. INTERNAL CONTROLS & INTERNAL FINANCIAL CONTROLS

Internal Control systems are an integral part of company's corporate governance. Your Company has effective internal control environment. Control systems have documented policies, checks and balances, guidelines and procedures that are supplemented by robust internal audit processes and monitored continuously by periodical reviews by management which provides reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly. Your Company has an independent MIS and Audit Department to oversee the day-to- day functioning of the Company. The Company has proper budgeting system and the actual performance is continuously evaluated and the corrective measures are taken from time to time. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

9. LISTING OF SHARES

The Company's Equity Shares are presently listed at the Bombay Stock Exchange, Mumbai. The Company has made application to The Delhi Stock Exchange Association Ltd., The Calcutta Stock Exchange Association Ltd., The Jaipur Stock Exchange and The Stock Exchange, Ahmedabad for delisting of its equity shares but application has remained pending so far. Further, Company got its shares delisted from the Madhya Pradesh Stock Exchange on 23rd April, 2015.

*Bombay Stock Exchange Ltd. *The Calcutta Stock Exchange Assoc. Ltd. Phiroze Jeejeebhoy Towers, 7, Lyons Range Mumbai - 400 001 Kolkata - 700 001

*The Stock Exchange, Ahmedabad Kamdhenu Complex, Opp. Sahajanand College Panjarapole, Ahmedabad-380015

STOCK CODE:

Scrip Code, BSE : 532078

Demat ISIN No. in NSDL & CDSL : INE407E01029

10. DECLARATION BY INDEPENDENT DIRECTORS

The company has received the necessary declaration from each director in accordance with Section 149(6) of the Companies Act, 2013 that he/she meets the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Board evaluated the effectiveness of its functioning and that of Committees, Key Managerial Personnel & individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Further, the Independent Directors at their meeting reviewed the performance of Board, Chairman of the Board and Non- executive Directors.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

13. KEY MANAGERIAL PERSONNEL

During the year under review following KMP changes took place:

Sr.No. Name of Directors Designation Date of Appointment at Current Designation

1. Sh. Sourabh Khandelwal Whole-time Director 22/11/2014

2. Sh. Saurav Kumar Pradhan CFO 14/02/2015

3 Ms. Khushboo Sharma CS 31/03/2015

14. AUDITORS

I) Statutory Auditor

The Auditors report is without any qualifications and notes to the accounts as referred in the Auditors Report are self- explanatory and therefore, do not call for any further comments or explanations.

M/s O.P. Bagla & Co., Chartered Accountants, Firm Registration No. 000018N, New Delhi, who were auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for reappointment to audit the Accounts of the Company for the FY2015-16. As required under the provisions of Sec 139 of the Companies Act, 2013, the Company has obtained a written confirmation from Messers O.P. Bagla & Co. that their appointment, if made, would be in conformity with the limit specified in the said Section.

ii) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report.

The Secretarial Audit Report for the Financial year ended March 31, 2015 contains certain reservation and remarks which are given along with the management reply for the same:

* Few e-form(s) were filed beyond the due date with the Registrar of Companies, Chhattisgarh.

In this regard, the Company wishes to inform that delay in filing of some forms was mainly due to ambiguity and uncertainty in the provisions of the Companies Act, 2013.

iii) Internal Auditor

The Company has appointed M/s. Krishan Rakesh & Co. as internal auditor of the Company in its Board Meeting held on 13 th August, 2015.

15. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Whole-time Director's declaration regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

16. RISK MANAGEMENT

Your Company's Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The risk policy defines the risk management handling system vis-a-vis role of various entities. The profiling, a continuously ongoing and evolving process, is done for each risk. The process involves prioritizing, modeling and assigning mitigation process to each type of risk model. The management periodically issues the policies to its divisions. These divisions modify these to make it suitable. A corporate level independently constituted team and a sound internal audit system is in place. The internal audit team periodically visits the divisions and carries out audit. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchange is annexed and forms part of this Annual Report.

18. DISCLOSURES-

NUMBER OF MEETING OF THE BOARD

During the year, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is annexed as Annexure-2 hereto and forms a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

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 are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial personnel and their remuneration as well as policy on other employees remuneration. The Brief terms of policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE

The Company complies with the provisions related to Audit Committee, as provided under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is as under:

S. No. Name of Members DIN Composition of the Audit Committee

1. Sh. Rajiv Poddar 00171063 Chairman

2. Sh. Raj Kumar Sachdev 05352831 Member

3. Sh. Amitabh Sharma Mudgal 00468084 Member

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company and the link for the same is http://www.monnetgroup.com

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

The Company has in place a policy on Gender Equality, Gender Protection, Prevention of Sexual Harassment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints pertaining to sexual harassment were received during FY 2014-15.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure 3.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being dent to the members of the Company. The said information is available for inspection at Registered Office of the Company during working hours, , Any member interested in obtaining said such information, may write to the Company Secretary at the registered office and the same will be furnished on request.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

ACKNOWLEDGMENT

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Government, Financial Institutions, Bankers to the Company, all Customers, Suppliers and contractors for their continued valued assistance and support. Your Directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the Company at all levels.

By Order of the Board

For Monnet Industries Limited

sd/- sd/- Date: 13th August,2015 (Amitabh Sharma Mudgal) (Sourabh Khandelwal) Place: New Delhi Director Whole-time Director

Mar 31, 2014

TO THE MEMBERS

The Directors present the 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

[Rs. in Lakhs] 2013-2014 2012-2013

Revenue and Other Income 12.25 86.60

Profit before Depreciation 1225.03 26.63

Depreciation 14.59 16.92

Profit before tax (1239.62) 9.71

Provision for Income Tax 0.00 0.00

Profit after Tax (1239.62) 9.71

Balance as per last year (175.34) (185.06)

Balance carried to Balance Sheet (141.50) (175.34)

OPERATIONS OF THE COMPANY

Your Company is not conducting any manufacturing operations for the same reasons as stated in our previous reports.

DIVIDEND

In view of inadequate profits and accumulated losses of earlier years, your Directors are not in a position to recommend the dividend.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Shri Amitabh S. Mudgal (DIN No. 00468084), Director, being longest in the office, retires by rotation on the day of 31st Annual General Meeting and being eligible offers himself for reappointment. Further, Shri Sourabh Khandelwal (DIN 06929590) was inducted as Additional Director on the Board of the Company w.e.f. 22-07-2013 and holds the office upto the date of ensuing Annual General Meeting. The company has received notice u/s 160 of the Companies Act, 2013 proposing his name for the directorship along with a fee of Rs. 1,00,000/-.

The nature of composition of the Board member is being recast to make it compliant with the provisions of the Companies Act, 2013 with respect to appointment of independent directors for a fixed term during which period, they shall neither retire by rotation nor shall be counted in the Total strength of the Board. However, two-third of the total strength of the Board shall comprise of the directors whose office shall be liable to determination by retirement by rotation. For this purpose, requisite resolutions have been incorporated in the Notice of the 31st Annual General Meeting and the Explanatory Statement contains the detailed reasons therefor.

As per Clause 49 (IV) (G) of the Listing Agreement, the required detail of directors appointed/reappointed during the year is given in Annexure-III.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors can hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years. As per sub-section (5) of said Section 149,

the compliance is to be made within one year from the date of commencement of the new Act.

Presently, Shri Rajiv Poddar and Shri R.K. Sachdev are the Independent Directors of the Company in terms of Section 149. As per their existing terms of appointment, all of them are liable to retire by rotation. The Board considered the appointment of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that these independent directors fulfill the conditions specified in the Act and the rules made thereunder and that the proposed directors are independent of the management and can be appointed for a term of five years during which period, they shall not be liable to retire by rotation. These directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Company''s business, the educational / professional qualifications, working experience, expertise in line with Company''s business, positive attributes.

RESPONSIBILITY STATEMENT

In terms of Section134(3)(c), your directors confirm having:

(i) Followed in the preparation of Annual Accounts, the applicable accounting standards , with proper explanation relating to material departures, if any;

(ii) 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 or loss of the Company for the year under review ;

(iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) Prepared the accounts on a ''going concern'' basis.

DEPOSITORY SYSTEM

As on 31st March, 2014, about 96.76% of the shares of your Company have been dematerialized.

The shares of the Company are available for trading in the dematerialised form under both the Depository Systems in India Â NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Company''s shares under the Depository System is INE407E01029. The annual custody fee for the financial year 2014-15 has been paid to NSDL and CDSL, the Depositories.

Since the Securities and Exchange Board of India (SEBI) has made trading in the Company''s shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding.

STATUTORY DISCLOSURES

i) A declaration signed by Chairman as required under Clause 49 (I) (D) of the Listing Agreement is enclosed as

Annexure-I.

ii) The Chairman has given a certificate to the Board of Directors, as required under Clause 49 (V) of the Listing Agreement, for the year ended 31st March, 2014.

MANAGEMENT DISCUSSION & ANALYSIS

During the year under review, your Company has not been carrying on any business activity and consequently, there is no requisite information in respect of Management Discussion & Analysis. However, wherever necessary, the requisite information in respect thereof has been included in the Directors'' Report itself.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT

Your Company has adequate internal control systems commensurate with the size and nature of the business. The Risk Management Policy being pursued by the Company is adequate for safeguarding the assets of the Company. The Policy is periodically reviewed to keep it commensurate with the size and nature of Company''s business.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement, necessary measures have been taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors is given in Annexure-II and forms an integral part of this report.

AUDIT COMMITTEE

The Audit Committee of Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 177 of The Companies Act, 2013 consist of Shri R.K. Sachdev as Chairman, Shri Rajiv Poddar has been co-opted as a member of the Committee besides Shri Amitabh S. Mudgal being the other member of the Committee. The Company Secretary is the ex-officio Secretary of the Audit Committee.

AUDITORS

The Auditors'' Report and Notes to the Accounts as referred in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments or explanation.

M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of the Company, holds the office till the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year from the Public under Section 73 of the Companies Act, 2013.

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

In view of no manufacturing operations during the year under report, the provisions of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable and therefore, no report is enclosed.

PERSONNEL

Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, the same are not applicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to all concerned for their continued valued assistance and support.

For and on behalf of Board of Directors

Sd/- (Rajeev Poddar) Place: New Delhi Chairman Date:, 12th August, 2014

Mar 31, 2011

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

Financial Results

[Rs. in Lacs]

2010-11 2009-10

Profit/(Loss) for the year before 24.40 28.80

Interest, Depreciation

Less : Interest 0.00 0.00

Depreciation 22.85 22.85 22.90 29.90

Profit/(Loss) for the year 1.55 5.90

Provision for Tax 0.00 0.00

Income Tax Adjustment 0.00 0.07

Provision for FBT 0.00 0.00 0.00 0.07

Profit/Loss after Tax 1.55 5.83

Balance as per last (197.91) (203.74)

Balance carried to Balance Sheet (197.35) (197.91)

Operations of the Company

There have been no operations in the Company during the year under review due to the reasons already stated in our previous reports.

Dividend

In view of inadequate profits, your Directors are not in a position to recommend the dividend.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Shri Amitabh S. Mudgal and Shri M.S. Gujral, Directors, being longest in the office, retires by rotation on the day of 28 th Annual General Meeting and being eligible offers himself for reappointment.

Responsibility Statement

In terms of Section 217 (2AA), your directors confirm having:

i) followed in the preparation of Annual Accounts, the applicable accounting standards , with proper explanation relating to material departures, if any;

(ii) 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 or loss of the Company for the year under review ;

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

(iv) prepared the accounts on a 'going concern' basis.

Depository System

As on 31 st March, 2011, about 96.74% of the shares of your Company have been dematerialized. Since the Securities and Exchange Board of India (SEBI) has made trading in the Company's shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding.

Statutory Disclosures

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2010-11. A declaration to this effect signed by the Director of the company is annexed to this report as Annexure-I.

Management Discussion & Analysis

There being no operations in the Company as reported in previous reports as well, there is no requisite information in respect of Management Discussion & Analysis. However, wherever necessary, the requisite information in this respect thereof has been included in the directors' Report itself.

Corporate Governance Report

Pursuant to clause 49 of the Listing Agreement, necessary measures are taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors is given in Annexure-II and forms an integral part of this report.

Internal Control Systems and their Adequacy

Your Company has adequate internal control systems were commensurate with the size and nature of the business and were supplemented by an extensive program of internal audits, reviews by management and documented policies, guidelines, and procedures to provide reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly . The Company shall promptly re-establish and reshape these systems to make the same commensurate with the new line of activity in future.

Risk Management

There being no operations in the Company, the Risk Management Policy being pursued is adequate for safeguarding the assets of the Company. However, the Policy will undergo comprehensive review whenever the Company commences business operations.

Audit Committee

The Audit Committee of the Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956 consists of Shri Rajiv Poddar as Chairman, Shri J.P. Lath and Shri Amitabh S. Mudgal, as its members.

Auditors

The Auditors' Report and Notes to the Accounts as referred in the Auditors' Report are self explanatory and therefore, do not call for any further comments or explanation.

M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi , Auditors of the Company, hold the office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Fixed deposits

The Company has not invited or accepted any deposits during the year from the Public under Section 58A of the Companies Act, 1956. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo In view of no operations in the Ferro Alloys Division, no report under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is being given.

Personnel

Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, the same are not applicable.

Acknowledgements

Your Directors take this opportunity to offer their sincere thanks to all concerned for their continued valued assistance and support.

For and on behalf of Board of Directors

Sd/-

(RAJIV PODDAR)

Chairman

Place: New Delhi :

Date : 3rd August , 2011

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

[Rs. in Lacs]

2009-10 2008-09

Profit/(Loss) for the year before Interest, Depreciation 28.80 39.02

Less : Interest 0.00 0.04

Depreciation 22.90 22.90 23.34 23.38

Profit/(Loss) for the year 5.90 15.64

Provision for Tax 0.00 0.00

Income Tax Adjustment 0.07 0.00

Provision for FBT 0.00 0.07 0.29 0.29

Profit/Loss after Tax 5.83 15.35

Balance as per last year (203.74) (219.09)

Balance carried to Balance Sheet (197.91) (203.74)

OPERATIONS OF THE COMPANY

There have been no operations in the Company during the year under review due to the reasons already stated in our previous reports.

DIVIDEND

In view of inadequate profits, your Directors are not in a position to recommend the dividend.

DIRECTORS

Pursuant to Section 255 of the Companies Act, 1956, Shri J.P. Lath, Director, being longest in the office, retires by rotation on the day of 27th Annual General Meeting and being eligible offers himself for reappointment. Further, Shri Rajiv Poddar was appointed as additional director on the Board of the Company w.e.f. 29th January, 2010. He holds the office of Director till the date of ensuing Annual General Meeting. A member has signified his intention, along with a security deposit of Rs. 500/- for his appointment, to propose his name for reappointment to the office of director. Since Shri Rajiv Poddar has expressed his willingness to act as director, if appointed, the necessary agenda for his appointment has been included in the Notice calling 27th Annual General Meeting.

RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA), your directors confirm having:-

(i) followed in the preparation of Annual Accounts, the applicable accounting standards , with proper explanation relating to material departures, if any;

(ii) 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 or loss of the Company for the year under review ;

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

(iv) prepared the accounts on a 'going concern' basis.

DEPOSITORY SYSTEM

As on 31st March, 2010, about 96.67% of the shares of your Company have been dematerialized. Since the Securities and Exchange Board of India (SEBI) has made trading in the Company's shares mandatory in dematerialized form, those members who are still holding their shares in physical form are advised to dematerialize their shareholding.

STATUTORY DISCLOSURES

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2009-10. A declaration to this effect signed by the Director of the company is annexed to this report as Annexure-I.

MANAGEMENT DISCUSSION & ANALYSIS

There being no operations in the Company as reported in previous reports as well, there is no requisite information in respect of Management Discussion & Analysis. However, wherever necessary, the requisite information in this respect thereof has been included in the directors' Report itself.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreement, necessary measures are taken to comply with the requirements of said clause. A report on Corporate Governance along with a certificate of compliance from the Auditors is given in Annexure-II and forms an integral part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has adequate internal control systems were commensurate with the size and nature of the business and were supplemented by an extensive program of internal audits, reviews by management and documented policies, guidelines, and procedures to provide reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly. The Company shall promptly re-establish and reshape these systems to make the same commensurate with the new line of activity in future.

RISK MANAGEMENT

There being no operations in the Company, the Risk Management Policy being pursued is adequate for safeguarding the assets of the Company. However, the Policy will undergo comprehensive review whenever the Company commences business operations.

AUDIT COMMITTEE

The Audit Committee of Board of Directors constituted in terms of Clause 49 of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956 consists of Shri Rajiv Poddar as Chairman, Shri M.P. Saraf and Shri M.S. Gujral, as its members.

AUDITORS

The Auditors' Report and Notes to the Accounts as referred in the Auditors' Report are self explanatory and therefore, do not call for any further comments or explanation.

M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of the Company, hold the office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year from the Public under Section 58A of the Companies Act, 1956.

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

In view of no operations in the Ferro Alloys Division, no report under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is being given.

PERSONNEL

Since none of the employee is drawing salary in excess of the limits laid down under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up-todate, the same are not applicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to offer their sincere thanks to all concerned for their continued valued assistance and support.

For and on behalf of Board of Directors

Sd/-

Place : New Delhi (RAJIV PODDAR)

Date : 10th August, 2010 CHAIRMAN

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