Directors Report of MPDL Ltd.

Mar 31, 2025

Your Directors are pleased to present the 23^rd (Twenty Third) Annual Report on the business and operations of MPDL Limited (âthe Companyâ) together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

A summary of the Company''s Financial Results for the Financial Year ended March 31, 2025 is as under:

Particulars	(Rs. in lakhs)
	Standalone		Consolidated
	F.Y 20242025	F.Y 20232024	F.Y 20242025	F.Y 20232024
Gross Revenue	676.98	3109.13	676.98	3464.57
Profit before tax (after Exceptional Item)	(391.59)	2188.02	(512.67)	1897.35
Tax Expenses (Including Deferred Tax)	(96.05)	43.52	(96.05)	43.52
Minority Interest and Share in Profit of Associates	-	-	-	-
Profit after Tax	(295.54)	2144.51	(416.62)	1853.83

2. STATE OF AFFAIRS OF THE COMPANY/BUSINESS PERFORMANCE

The Project titled M1 Tower at Faridabad is complete in all respect and has been launched for sale/lease. The Tower is attracting fair amount of interest from end users because of location advantage. However, there has been some delay in obtaining approval from department of Fire and consequent occupancy certificate which is expected shortly. We hope the available area in the tower would be sold out in the current Financial Year and calendar year 2026.

Standalone Financials

During the year under review, your companyâs standalone gross revenue was Rs. 676.98 Lakhs as compared to Rs. 3109.13 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2025, the Company has incurred a Profit/(Loss) Before Tax (PBT) of Rs. (391.59) Lakhs as compared to profit of Rs. 2188.02 Lakhs in the previous financial year and incurred Profit/(Loss) After Tax (PAT) of Rs. (295.54) Lakhs as compared to profit of Rs. 2144.51 Lakhs in the previous financial year.

Consolidated Financials

During the year under review, your companyâs consolidated gross revenue was Rs. 676.98 Lakhs as compared to Rs. 3464.57 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2025, consolidated Profit/(Loss) Before Tax (PBT) of Rs. (512.67) Lakhs as compared to profit of Rs. 1897.35 Lakhs in the previous financial year and consolidated Profit/(Loss) After Tax (PAT) of Rs. (416.62) Lakhs as compared to Profit of Rs. 1853.83 Lakhs in the previous financial year.

3. CHANGE IN 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 Companyâs financial performance during the year and considering future business prospects, the Board of Directors has not recommended any dividend for the financial year 202425.

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

6. PUBLIC DEPOSITS

During FY 2025, 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

The Authorized Share Capital of the Company as on March 31, 2025 was Rs. 22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only) divided into :

â¢ 75,00,000 (Seventy Five Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each, and

â¢ 15,00,000 (Fifteen Lakhs) Preference Shares of Rs. 100/-(Rupees Hundred Only) each.

The Issued, Subscribed, and Paid-up Share Capital of the Company as on the said date was Rs. 7,41,25,240/- (Rupees Seven Crores Forty-One Lakhs Twenty-Five Thousand Two Hundred and Forty only), comprising 74,12,524 (Seventy-Four Lakhs Twelve Thousand Five Hundred and Twenty-Four) equity shares of Rs. 10/- each.

During the year, the Company did not issue any shares with differential voting rights, sweat equity shares or convertible securities.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no subsidiary and Joint Venture Company. Further, the Company has one Associate Companies:

1. Cambridge Construction (Delhi) Private Limited

As on March 31, 2025, MPDL Limited holds 48.98% of the equity share capital of Cambridge Construction (Delhi) Private Limited.

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Associate Company in the prescribed Form AOC-1 forms part of this Report and is annexed as Annexure - 1.

Further, no company became or ceased to be the subsidiary, associate and joint venture of the Company during FY 2025.

HIGHLIGHT OF PERFORMANCE OF ASSOCIATE COMPANY & CONTRIBUTION TO OVERALL PERFORMANCE

During the year under review, the Associate Company, Cambridge Construction (Delhi) Private Limited, did not record any operational turnover. However, it earned an income of Rs. 107.72 Lakhs from other sources and reported a net loss of Rs. 82.26 Lakhs for the financial year ended March 31, 2025.

Accordingly, the Associate Companyâs performance during the year resulted in a share of loss of Rs. 121.08 Lakhs, which has been reflected in the Consolidated Financial Statements of the Company. While this had a negative impact on the overall consolidated performance, the Company continues to closely monitor the operations of the Associate with a view to improving future performance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Directors

MPDL Limited 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 three (3) Non-Executive Independent Directors including two (2) Women Independent Directors.

Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate Governance Report forming part of this Report.

During FY 2025, there were following changes in the Board composition:

â¢ Based on recommendation of Nomination and Remuneration Committee, Ms. Kanishka Singhal was appointed as an Independent Director of the Company for a term of five (5) consecutive years with effect from August 13, 2024.

Ms. Kanishka Singhal has stepped down from the board of the Company w.e.f. October 21,

2024 due to her resignation. The Board places on record its sincere appreciation for the valuable contribution made by her during her tenure.

â¢ Based on recommendation of Nomination and Remuneration Committee, Ms. Shweta Bansal was appointed as an Independent Director of the Company with effect from February 13, 2025, for a term of five (5) consecutive years. Her appointment was also approved by the Members of the Company through a special resolution passed by postal ballot on April 12,

2025 (deemed to be passed on April 11, 2025 being the last date of receipt of postal ballot e-voting).

Directors of MPDL Limited as on March 31, 2025:
S.No.	Name of Director	Designation
1	Mr. Rajesh Paliwal	Chairperson and Non-Executive Non Independent Director
2	Mr. Santosh Kumar Jha	Whole Time Director
3	Ms. Babika Goel	Independent Director
4.	Mr. Sagar Tanwar	Independent Director
5.	Ms. Shweta Bansal	Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companyâs Articles of Association, Mr. Rajesh Paliwal (DIN: 03098155), Director of the Company liable to retires by rotation at the forthcoming 23^rd 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 23^rd 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. Santosh Kumar Jha	Whole Time Director
2	Mr. Satyajit Pradhan	Chief Financial Officer
3	Ms. Bhumika Chadha	Company Secretary and Compliance officer
There were no changes in the KMP of the Company during the Financial Year 2025.

9. DECLARATION 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). 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.

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.

10. 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 https://www.mpdl.co.in/codes-policies-others/.

11. 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 Directorsâ obligations and fiduciary

responsibilities, including but not limited to, active/effective participation at the Board and Committee meetings, representation of shareholdersâ 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 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.

12. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the financial year ended March 31, 2025, five (5) meetings of the Board of Directors were convened and held. The details regarding the number of Board meetings held during the financial year 2024-25, including the dates and attendance, form part of the Corporate Governance Report.

The Company has complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

In accordance with statutory and regulatory requirements, the Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Executive Committee

5. Finance Committee

The composition, terms of reference, number of meetings held, and attendance details of the above Committees are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

13. 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 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. During the FY 2025 no material related party transactions were entered by 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 https://www.mpdl.co.in/wp-content/uploads/2025/04/Related-Party-Transaction-Policy.pdf

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.

14. AUDITORSi) 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 Statutory Auditors of the Company at the Annual General Meeting held on September 28, 2022. They shall hold such office from the conclusion of 20th Annual General Meeting till the conclusion of 25 ^th Annual General Meeting.

The Company has received a certificate from M/s O P Bagla & Co. LLP confirming that they meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013.

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 as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for Financial Year 2024-25.

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

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on August 13, 2025, based on the recommendation of the Audit Committee and subject to approval of the Members at the 23^rd AGM, approved the appointment of M/s Sanjay Grover & Associates, Practicing Company Secretaries

(Firm Registration No. P2001DE052900) as the Secretarial Auditor of your Company for the term of five (5) consecutive financial years from financial year 2025-26 and till financial year 2029-30.

iii) Internal Auditor

Pursuant to the provisions of Section 138 of Companies Act, 2013, the Company had appointed M/s SilverEdge Management Services, LLP, Chartered Accountants (LLP Registration No.: ABZ-0853), as Internal Auditors of the Company.

Further, the Board of Directors, at its meeting held on August 13, 2025 has re-appointed M/s SilverEdge Management Services LLP, Chartered Accountants (LLP Registration No.: ABZ: 0853) as Internal Auditor of the Company for the FY 2025-2026.

15. 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 accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year 2024-25 and of the profit and loss of the Company for that period.

c. The Directors have 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;

d. The annual accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and such internal Financial control are adequate and were operating effectively; and

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

16. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

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, SilverEdge Management Services, LLP, Chartered Accountants (LLP Registration No.: ABZ-0853) 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.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR provisions were applicable to the Company for the Financial Year 2024-25.

However, based on the average net profits of proceeding three financial years computed in accordance with Section 198 of the Act, no CSR expenditure was required to be made during the year under review.

Further, as the amount required to be spent did not exceed ^50 lakh, the Company was not required to constitute a CSR Committee and the functions of the Committee were discharged by the Board of Directors of the Company in compliance with Section 135(9) of the Act.

The CSR Policy of the Company is available on the Companyâs website at https://www.mpdl.co.in/wp-content/uploads/2025/08/MPDL-CSR-Policy.pdf.

The Annual Report on CSR activities in the prescribed format is annexed as Annexure - 4 to this Report.

18. LISTING OF SHARES

The Companyâs Equity Shares are presently listed at BSE Ltd, Mumbai. The Annual Listing Fees for the Financial Year 2025-26 has been paid to BSE Limited.

Further, the details in relation to listing of shares are given in the Corporate Governance Report attached with the Board Report.

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 - 5 and forms an integral part of this Report.

20. 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.

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

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

The Company has been, among other fields, engaged in development & construction of real estate, mainly comprising residential, commercial & institutional buildings. It has always been the endeavour of the Company to look for ways and means to achieve energy conservation in every possible way. In line with the Companyâs commitment to give its clients and customers quality products and services, it has been constantly seeking to adopt latest in technology which are relevant, and strive to integrate the same into the overall scheme of things, resulting in sustainable cost savings, energy conservation and more reliability.

B. Technology Absorption-

i. Efforts in brief made towards technology absorption :

As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

(a) Technology Imported: NIL

(b) Year of Import: NIL

(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings And Outgo - Not Applicable22. OTHER STATUTORY DISCLOSURESSIGNIFICANT 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.

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.

STOCK OPTIONS SCHEME

The Company does not have any Scheme of Stock Option for its employees and directors etc. 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: https://www.mpdl.co.in/annual-return-fy-2024-25/ .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company under the aforesaid provisions during the Financial Year 2024-25 have been provided in the Note to the Standalone Financial Statements for the Financial Year ended March 31, 2025.

COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report.

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.

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 https://www.mpdl.co.in/wp-content/uploads/2025/04/MPDL-Whistle-Blower-Policy.pdf

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

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.

During the financial year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committee.

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, nursing breaks, medical bonus, creche facilities (where applicable), and protection against termination on account of maternity leave."

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-6 to this Report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A certificate from the Practicing Company Secretary confirming compliance regarding Corporate Governance conditions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has obtained a certificate from the Practicing Company Secretary under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. Corporate Governance Report is annexed as Annexure - 7.

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.

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, 2025.

DIFFERENCE IN VALUATION

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

23. 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.

Mar 31, 2024

Your Directors are pleased to present the 22^nd (Twenty Second) Annual Report on the business and operations of MPDL Limited (âthe Companyâ) together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY

A summary of the Companyâs Financial Results for the Financial Year ended March 31, 2024 is as under:

Particulars	(Rs. in lakhs)
	Standalone		Consolidated
	F.Y 20232024	F.Y 20222023	F.Y 20232024	F.Y 2022-2023
Gross Revenue	3109.13	476.73	3464.57	1568.11
Profit before tax (after Exceptional Item)	2188.02	251.94	1897.35	(239.99)
Tax Expenses (Including Deferred Tax)	43.52	(97.52)	43.52	144.65
Minority Interest and Share in Profit of Associates	-	-	-	-
Profit after Tax	2144.51	349.46	1853.83	(384.64)

2. OPERATIONAL PERFORMANCE

The Company is developing a Commercial Tower under the name âMI Towerâ in Faridabad, Haryana. The Company has completed the project and last finishing work in the building is in progress. Due to Covid-19 and Air Pollution Control restriction norms by the Govt. there was delay in the project as construction work was stopped for 4 Months in every year since October 2017. The expression of interest for the project for selling and tenancy from prospective customers are initiated through various authorized dealers. With increase in demand, it is expected that the business activity of your Company shall gain momentum with new projects in future.

In year 2023, the Company has received the approval from Director Town and Country Planning for increase in the saleable area from 124476 sq. ft. to 208609 sq. ft.

Standalone Financials

During the year under review, your companyâs gross revenue was Rs. 3109.13 Lakhs as compared to Rs. 476.73 Lakhs in the previous financial year. Further, for the Financial Year ended 31^st March 2024, the profit/ (loss) before tax (PBT) stand increased to Rs. 2188.02 Lakhs as compared to Rs. 251.94 Lakhs in the previous financial year and profit/ (loss) after tax (PAT) stands increased at Rs. Rs. 2144.51 Lakhs as against profit of Rs. 349.46 Lakhs in the previous financial year.

Consolidated Financials

During the year under review, your companyâs consolidated gross revenue was Rs. 3464.57 Lakhs as compared to Rs. 1568.11 Lakhs in the previous financial year. Further, for the Financial Year ended 31^st March 2024, consolidated profit/ (loss) before tax (PBT) stand increased to Rs. 1897.35 Lakhs as compared to Rs. (239.99) Lakhs in the previous financial year and consolidated profit/ (loss) after tax (PAT) stands increased at Rs. 1853.83 Lakhs as against profit of Rs. (384.64) Lakhs in the previous financial year.

3. CHANGE IN NATURE OF BUSINESS IF ANY:

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

5. DIVIDEND AND RESERVES

Keeping in view of the financial performance & future prospective the board of directors of the Company have not recommended any dividend and have not transferred any amount to reserve for the Financial Year 2023-24.

6. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public falling within the purview of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule 2014.

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

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs. 22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only) divided into 75,00,000 (Seventy Five Lakhs Only) Equity Shares of Rs.10/-(Rupees Ten Only) each and 15,00,000 (Fifteen Lakhs Only) Preference Shares of Rs. 100/-(Rupees Hundred Only) each.

Further, the Companyâs Issued, Subscribed and Paid-up share capital was Rs. 7,41,25,240/- (Rupees Seven Crores Forty One Lakhs Twenty Five Thousand Two Hundred and Forty Only), divided into 74,12,524 (Seventy Four Lakhs Twelve Thousand Five Hundred and Twenty Four) equity shares of Rs. 10/- (Rupees Ten Only) each. For further information, please refer Note No. 13 to the Standalone Financial Statements of the Company for the FY 2023-24.

During the year, the Company did not issue any shares with differential voting rights or convertible securities.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year, the Company has sold the 50.97% equity shares of Cambridge Construction (Delhi) Private Limited & consequently, it ceased to be Material Subsidiary w.e.f. September 26, 2023. Cambridge Construction (Delhi) Private Limited has become Associate of MPDL Limited. The Company is holding 48.98% of equity Share Capital of Cambridge Construction (Delhi) Private Limited as on date.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the joint venture/associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 forms an integral part of this report as Annexure - 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companyâs Articles of Association, Mr. Santosh Kumar Jha (DIN: 10052694), Director of the Company liable to retires by rotation at the forthcoming 22^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 22^nd Annual General Meeting.

During the year, Mr. Sanjeev Mittal, Independent Director of the Company resigned from the post of Independent Director w.e.f. December 13, 2023 and Mr. Sagar Tanwar was appointed as Independent Director w.e.f. January 22, 2024 for a term of 5 consecutive years.

Furthermore, Ms. Kanishka Singhal was appointed as an Additional Director in the capacity of Women Independent Director w.e.f. August 13, 2024 on the Board of the Company.

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

During the year under review, pursuant to the provisions of Section 2(51) & 203 of the Companies Act, 2013 Ms. Rinkal (M. No. A55732), resigned from the post of Company Secretary and Compliance Officer w.e.f. June 30, 2023 and in her place, Ms. Bhumika Chadha (M. No. A46115) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. July 17, 2023.

As on March 31, 2024, following are the Key Managerial Personnel of the Company:

1. Mr. Santosh Kumar Jha, Whole Time Director

2. Mr. Satyajit Pradhan, Chief Financial officer

3. Ms. Bhumika Chadha, Company Secretary and Compliance officer.

9. DECLARATION BY INDEPENDENT DIRECTORS

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.

10. APPOINTMENT AND REMUNERATION POLICY

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 https://www.mpdl.co.in/codes-policies-others/.

11. ANNUAL BOARD EVALUATION

Committee meetings, representation of shareholdersâ 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 Boardâs functioning.

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

12. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the financial year ended 31^st March, 2024, 7 (Seven) Board Meetings were convened and held, the details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report. 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.

Further, in compliance with the statutory requirements, the Board has constituted following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholdersâ Relationship Committee;

4. Executive Committee

5. Finance Committee

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

13. 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 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.

https://www.mpdl.co.in/codes-policies-others/.

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 the details of material related party transaction entered by the Company during the year as per Related Party Transactions Policy, are provided in Form AOC-2 (annexed as Annexure - 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. AUDITORS

i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder, at the Annual General Meeting held on September 28, 2022, M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) was appointed as Statutory Auditor of the Company to hold such office from the conclusion of ensuing 20th Annual General Meeting till the conclusion of 25 ^thAnnual General Meeting.

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 -3.

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 13th August, 2024 has re-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 SilverEdge Management Services, LLP, Chartered Accountants (LLP Registration No.: ABZ-0853), as Internal Auditors of the Company in place of VGG and Co, Chartered Accountants in its Board Meeting held on January 22, 2024 for or three quarters (i.e. October-December 2023 quarter, January-March 2024 quarter and April -June 2024 quarter).

However, the Board of Directors in their meeting held on 13^th day of August, 2024 has appointed M/s SilverEdge Management Services LLP, Chartered Accountants (LLP Registration No.: ABZ: 0853) as Internal Auditor of the Company for the F.Y. 2024-2025.

15. 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 accounts for the Financial Year ended March 31^st, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

e. The Directors have laid down internal financial controls to be followed by the Company and such internal Financial control are adequate and were operating effectively; and

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

16. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

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.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and Rules made there under every Company having net worth of rupees 500 Crore or more, or turnover of rupees 1000 Crore or more or a net profit of rupees 5 Crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee and as per sub-section 5 of section 135 of the Act provides that âthe Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policyâ.

The board of directors in their meeting held on August 13, 2024 has adopted CSR policy and constituted the CSR Committee to review the applicability of CSR and to determine the amount required to be spent on CSR.

18. LISTING OF SHARES

The Companyâs Equity Shares are presently listed at BSE Ltd, Mumbai. The Annual Listing Fees for the Financial Year 2024-25 has been paid to BSE Limited.

Further, the details in relation to listing of shares are given in the Corporate Governance Report attached with the Board Report.

19. 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 - 4 and forms an integral part of this Report.

20. RISK MANAGEMENT FRAMEWORK

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

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

possible way. In line with the Companyâs commitment to give its clients and customers quality products and services, it has been constantly seeking to adopt latest in technology which are relevant, and strive to integrate the same into the overall scheme of things, resulting in sustainable cost savings, energy conservation and more reliability.

B. Technology Absorption-

i. Efforts in brief made towards technology absorption :

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

(a) Technology Imported: NIL

(b) Year of Import: NIL

(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings And Outgo- Not Applicable

22. OTHER STATUTORY DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

DETAILS OF FRAUDS REPORTABLE BY AUDITORS

Stock options scheme

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

Annual Return

Particulars of Loans, Guarantees or Investments

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company under the aforesaid provisions during the Financial Year 2023-24 have been provided in the Note No. 4 and 5 to the Standalone Financial Statements for the Financial Year ended March 31, 2024.

Composition of Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report.

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.

Vigil mechanism / Whistle blower policy

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

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.

Particulars of employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1)/(2)/(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-5.

Corporate Governance Report

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.

Details of application/proceedina 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.

Difference in valuation

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

23. ACKNOWLEDGEMENT

FOR AND ON BEHALF OF THE BOARD MPDL LIMITED

Sd/- Sd/-

Rajesh Paliwal Santosh Kumar Jha

Chairperson of the Company Whole Time Director

DIN:03098155 DIN :10052694

Date: 13.08.2024 Place: Gurugram

Mar 31, 2015

The Directors have pleasure in presenting the 13th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULT

Amount [Rs. in Lakhs]

2014-2015 2013-2014

Operating income 267.83 33.86

Profit/(Loss) before Depreciation 68.79 28.22

Less: Depreciation 2.92 1.59

Profit/(Loss) for the year before Tax 201.96 7.23

Provision for taxation 42.40 3.74

Profit/(Loss) after Tax 159.56 4.37

Reserves and Surplus 4868.91 4790.35

OPERATIONAL REVIEW

During the year under review your Company's operating income was of Rs. 267.83 Lacs as compared to Rs. 33.86 lacs during the previous year. The Company has earned a profit of Rs. 159.56 Lacs as compared to Rs. 4.37 Lacs during the previous year.

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 Section 73 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. 7,41,25,240 comprising of 74,12,524 equity shares of Rs. 10 each.

6. DIRECTORS

During the year under review, the company has appointed Ms. Babika Goe and Sh. Rajiv Poddar as an Additional Director w.e.f. 14.02.2015 and 24.06.2015 respectively and Mr. B.D. Bhardwaj has been appointed as a Whole Time Director of the Company w.e.f. 28.05.2015

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the company's articles of association, Sh. Sandeep Jajodia, Directors 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 two Independent Directors namely Sh. Amitabh Sharma Mudgal and Sh. Rajiv Poddar.

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. DIRECTORS 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 on 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 periods;

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 the safeguarding of 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 BSE Limited and has paid Annual Listing Fee. Further company got delisting of its shares from the Madhya Pradesh Stock Exchange on 23rd April, 2015.

STOCK CODE:

Scrip Code, BSE: 532723

Demat ISIN No. in NSDL & CDSL: INE493H01014

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 /Resignation

1. Sh. B.D. Bhardwaj Whole Time Director 28/05/2015 (Appointed)

2. Sh. Mohd. Arshad CFO 14/02/2015 (Appointed)

3. Ms. Satnam Kaur CS 15/10/2014 (Resigned)

4. Mr. Gaurav Gupta CS 23/06/2015 (Appointed)

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 up to 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 this report.

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

- There was no Managing Director or Chief Executive Officer or Manager or Whole Time Director; and Company Secretary in the Company as required under section 203 (1)(i) & (ii) of the Act;

In this regard, the Company wishes to inform that the Company has appointed Mr. B.D. Bhardwaj as Whole Time Director w.e.f. 28.05.2015 and Mr. Gaurav Gupta as Company Secretary w.e.f. 23.06.2015

- As per the Listing Agreement, the Company was required to have 2 (two) Independent Director(s) on its Board throughout the financial year; however the second independent director was appointed by the Company on 14th February, 2015.

In this regard, the Company wishes to inform that Company had appointed second independent director w.e.f. 14th February, 2015

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

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 13th 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 in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

17. 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-Ã -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.

18. DISCLOSURES- NUMBER OF MEETING OF THE BOARD

During the year, five 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

The Company has given loans or guarantees covered under Section 186 of the Companies Act, 2013. The details of the investments made by Company 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

Your Company has adopted the Nomination and Remuneration Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013.

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. Amitabh Sharma Mudgal 00468084 Chairman

2. Sh. J.P Lath 00380076 Member

3. Sh. Rajiv Poddar 00171063 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 Harrasment 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 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 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 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.

By Order of the Board

For Monnet Project Developers Limited

Date: 13.08.2015

Place: New Delhi sd/- sd/-

(Amitabh Sharma Mudgal) (Braham Dutt Bhardwaj)

Director Whole-time Director

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twelfth 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

Sales (Net of Excise) & Other Income 33.86 31.54

Profit before depreciation 8.83 10.77

Depreciation 1.60 2.41

Profit before tax 7.23 8.36

Provision for Income Tax 3.74 4.21

Profit after taxation 4.38 4.57

Balance as per last year 2121.35 2116.78

Balance carried to Balance Sheet 2125.73 2121.35

DIVIDEND

In view of Company''s plans to start some new business activity, the Company needs to conserve resources and therefore, no dividend is being recommended by the Board of Directors.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Shri Rajeev Poddar (DIN: 00171063), Director, retires by rotation on the day of 12th Annual General Meeting and being eligible offers himself for reappointment.

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 12th 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 is an Independent Director of the Company in terms of Section 149. However, as per his existing terms of appointment, he is liable to retire by rotation. The Board considered his appointment 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 the independent director fulfills the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management and can be appointed for a term of five years during which period, he shall not be liable to retire by rotation. He possesses requisite qualifications, appropriate skills, experience and knowledge in one or more fields of realty, infrastructure industry, finance, marketing, administration, technical operations and other disciplines related to Company''s business, the educational qualifications, working experience, expertise in line with Company''s business, positive attributes.

RESPONSIBILITY STATEMENT

In terms of Section 134 (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 96.85% 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 -NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Company''s shares under the Depository System is INE493H01014. 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

The Company has recently initiated new line of activity of realty and infra and the same is at nascent stage. Wherever possible, the requisite information in respect of Management Discussion & Analysis has been incorporated 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 Rajiv Poddar as Chairman, Shri Amitabh S. Mudgal and Shri J.P. Lath are 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, 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)139 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

The Company is not engaged in any manufacturing activity and hence, Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

PERSONNEL

No employee has drawn salary in excess of the limits laid down under of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 as amended up-to-date, and as such, no information these Rules are not applicable.

ACKNOWLEDGEMENTS

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.

For and on behalf of Board of Directors Sd/-

Place: New Delhi (Rajeev Poddar) Date: 12th August, 2014 Chairman (DIN No. 00171063)

Mar 31, 2011

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

Financial Results

[Rs. in Lakhs]

2010-2011 2009-2010

Sales (Net of Excise) & Other Income 104.54 0.82

Profit before depreciation 7.90 5.19

Depreciation 3.40 3.99

Profit before tax 4.50 1.20

Provision for Income Tax 0.84 0.19

Income Tax Adjustment (0.005) 2.30

Fringe Benefit Tax 0.00 0.00

Provision for Deferred Tax (1.36) (0.87)

Profit after taxation 5.03 (0.42)

Balance as per last year 2086.55 2086.97

Balance carried to Balance Sheet 2091.58 2086.55

The financial results are not comparable to previous year as the sale of fixed assets was concluded before the commencement of crushing season and hence, there were no operations during the year.

New Ventures

Consequent to sale of sugar mill, your Company is actively involved in identifying new business activity and it is expected that new business plans will fructify during the current financial year.

Dividend

In view of Company's plans to start some new business activity, the Company needs to conserve resources and therefore, no dividend is being recommended by the Board of Directors.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Shri Amitabh S. Mudgal, Director, retires by rotation on the day of 9th 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 31st March, 2011, about 96.74% of the shares of your Company have been dematerialized. Since the Shares of the Company can be traded only in dematerialized form, those members who are still holding their shares in physical form are advised to get their shares dematerialized.

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 Whole-time Director of the company is annexed to this report as Annexure -I

Management Discussion & Analysis

Consequently to sale of sugar mill and since your company has not identified and commenced any other business activity, 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.

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.

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.

Risk Management

Prior to sale of sugar mill, your Company's Risk Management Policy was backed by strong internal control systems. The risk management

framework consisted of centrally issued policies and divisionally laid down procedures to ensure that the business risks were adequately covered including their monitoring and implementation and the same was periodically reviewed by the Board and Audit Committee. As and when the new line of activity is taken up by the company, your Company will re-establish the policy with requisite modifications as may be necessitated depending upon the type and nature of new business activity.

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 consist of Shri Amitabh S. Mudgal as Chairman, Shri M.S. Gujral and Shri J.P. Lath, as its members and the Company Secretary as ex-officio Secretary of the 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 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 T he Companies Act, 1956. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In view of the Company having disposed off its sugar mill and no longer has any manufacturing operations, no data is required to be enclosed pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

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 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.

For and on behalf of Board of Directors

Sd/-

(AMITABH S. MUDGAL) CHAIRMAN Place: New Delhi

Date : 3rd August, 2011

Mar 31, 2010

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

FINANCIAL RESULTS (Rs.in Lakhs)

2009-2010 2008-2009

Sales (Net of Excise) & Other Income 0.82 1.48

Profit before depreciation 5.19 107.35

Depreciation 3.99 3.99

Profit before tax 1.20 103.36

Provision for Income Tax 0.19 10.60

Income Tax Adjustment 2.30 26.30

Fringe Benefit Tax 0.00 0.46

Provision for Deferred Tax (0.87) (0.60)

Profit after taxation (0.42) 66.60

Balance as per last year 2086.97 2020.37

Balance carried to Balance Sheet 2086.55 2086.97

The financial results are not comparable to previous year as the sale of fixed assets was concluded before the commencement of crushing season and hence, there were no operations during the year.

NEW VENTURES

Consequent to sale of sugar mill, your Company is actively involved in identifying new business activity and it is expected that new business plans will fructify during the current financial year.

DIVIDEND

In view of Companys plans to start some new business activity, the Company needs to conserve resources and therefore, no dividend is being recommended by the Board of Directors.

DIRECTORS

Pursuant to Section 255 of the Companies Act, 1956, Shri M.S. Gujral, Director, retires by rotation on the day of 8th 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 31st March, 2010, about 96.72% of the shares of your Company have been dematerialized. Since the Shares of the Company can be traded only in dematerialized form, those members who are still holding their shares in physical form are advised to get their shares dematerialized.

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 Whole-time Director of the company is annexed to this report as Annexure -I.

MANAGEMENT DISCUSSION & ANALYSIS

Consequently to sale of sugar mill and since your company has not identified and commenced any other business activity, 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.

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.

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.

RISK MANAGEMENT

Prior to sale of sugar mill, your Companys Risk Management Policy was backed by strong internal control systems. The risk management framework consisted of centrally issued policies and divisionally laid down procedures to ensure that the business risks were adequately covered including their monitoring and implementation and the same was periodically reviewed by the Board and Audit Committee. As and when the new line of activity is taken up by the company, your Company will re-establish the policy with requisite modifications as may be necessitated depending upon the type and nature of new business activity.

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 consist of Shri Amitabh S. Mudgal as Chairman, Shri M.S. Gujral and Shri J.P. Lath, as its members and the Company Secretary as ex-officio Secretary of the 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 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 the Company having disposed off its sugar mill and no longer has any manufacturing operations, no data is required to be enclosed pursuant to Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

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 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.

For and on behalf of Board of Directors

Sd/- Place : New Delhi (AMITABH S. MUDGAL)

Date :10th August, 2010 Chairman

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