Directors Report of Neelkanth Rock-Minerals Ltd.

Mar 31, 2025

On behalf of the Board of Directors, it is our pleasure to present the 37^th Annual Report
together with the Audited Statement of Accounts of NEELKANTH ROCK-MINERALS LIMITED
("the Company”) for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The performance of the Company during the year has been as under:

	31.03.2025	31.03.2024
Revenue From Operations	0	0
Other Income	66.43	66.24
Total Revenue	66.43	66.24
Total Expenses	36.50	33.18
Profit/(Loss) Before Exceptional Items And Tax	29.93	33.06
Extraordinary Items	3.80	-
Tax Expenses
Current Tax	6.58	8.60
Deferred Tax	0.00	0.00
Income Tax Paid	0.00	.43
Total Tax Expense	6.58	9.03
Profit/(Loss) For The Year	19.55	24.03

PERFORMANCE AND OPERATIONS

During the year, the No Revenue from Operations of your Company, your Company’s has profit
of Rs. 19,55,374/- vis-a-vis Rs. 24,02,929/- in the previous year.

The closure of the Company''s unit has posed a challenge for the Company. Your directors are
exploring alternate avenues to make the Company operative.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting
Standards (IND AS) are applicable to certain classes of companies from April 1, 2016 with a
transition date of April 1, 2015. IND AS has replaced the previous Indian GAAP prescribed
under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies
(Accounts) Rules, 2014. IND AS is applicable to the Company from April 1, 2017.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARD

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI) related to the Board Meetings and General Meeting have been complied with by the
Company.

TRANSFER TO RESERVES

The company except its profits/losses does not propose any amount to transfer to the General
Reserves.

DIVIDEND

Your Board of Directors is not recommended any dividend.

SUBSIDIARIES / ASSOCIATES

Your Company had no subsidiaries, joint Venture or Associate Company during the year under
review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of Loans, Guarantees, Securities and Investments made during the financial year
ended 31^st March, 2025 are given in the notes to the Financial Statements in compliance with
the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of
Board and its Powers) Rules, 2014.

CHANGES IN THE NATURE OF THE BUSINESS

There is no change in the nature of business of the Company.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED
TO IN SUB-SECTION (1) OF SECTION 188

The Company has not entered into any of the Contracts or arrangements with related parties as
per the provisions of sub - section (1) of section 188 of the Companies Act, 2013

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company''s website - www.neelrock.com.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 5,50,00,000
divided in 55,00,000 Equity Shares of Rs. 10/- each and the Paid-up Equity Share Capital of the
Company as on date was Rs. 5,04,37,000 divided in 50,43,700 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with or without
differential voting rights nor granted stock options, sweat equity, or bonus shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-Executive Directors, including Independent Directors
who are having wide and varied experience in different disciplines of corporate functioning.
The Directors and Key Managerial Personnel of the Company are:

S.NO	NAME OF DIRECTOR’S /KMP	POSITION HELD
1.	Mr. Noratmal Kawar	Chairman & Managing Director
2.	Mr. Anil Sayarchand Kawar	Director
3.	Mrs. Shweta Vikash Kawar	Women Director

4.	Mr. Rajendra Kumar Abani	Independent Director
5.	Mr. Naresh Kumar Jain	Independent Director
6.	Rameshwar Jangid	Chief Financial Officer
7.	Mr. Sourabh Arora	Company Secretary

Mr. Noratmal Kawar (DIN- 00464435), as Managing Director of the company for a period
of three years with effect from 27th March, 2023 to 26th March, 2026.

Mr. Sourabh Arora Company Secretary of the company has resigned with effect from
09.07.2025.

DIRECTORS RETIRE BY ROTATION

As per the provisions of the Companies Act, 2013, Mrs. Shweta Vikash Kawar, retires by
rotation at the forthcoming ACM and being eligible, offers herself for reappointment. The
Board recommends her reappointment.

PERFORMANCE EVALUATION OF THE BOARD

During the year under review, pursuant to the provisions of Section 178 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
evaluation of performance of all Directors is undertaken annually. The company has
implemented a system of evaluating performance of the Board of Directors and of its
committees and individual Directors on the basis of a structured questionnaire which comprise
evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the valuation process.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Director as per Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down
in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has made practice of regularly informing the Directors all the changes in the
Company as well as changes in laws which are applicable to the Company at Board meeting
held during the year.

REPORT ON FRAUDS

There were no frauds reported during the year.

NUMBER OF BOARD MEETINGS

During the financial year under review, 6 (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 of 120 days as prescribed under the Companies Act, 2013
and Regulation 17 of SEBI Listing Regulations, 2015.

		Attendance
Date of meeting (DD/MM/YYYY)	Total Number of directors as on the	Number of directors attended	% of attendance

	date of meeting
30th May. 2024	6	6	100 %
24th July. 2024	6	6	100%
14th Aug, 2024	6	6	100%
5th Sep. 2024	6	6	100%
14th Nov. 2024	6	6	100%
14th Feb. 2025	6	6	100%

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause [c] of sub-Section (3) of Section 134 of the Act, the Directors would like to
state that:

a) in the preparation of the annual accounts for 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 March 31, 2025 and of the profit 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 Act for safeguarding the assets
of the Company, and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the year ended March 31, 2025, on a
going concern basis;

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

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

STATUTORY AUDITORS

A copy of the Auditor''s Report for the year ended on March 31, 2025 along with the standalone
financial statements thereon forms part of the Annual Report. The Notes on Financial
Statements referred to in the Auditor’s Report are self-explanatory and do not call for any
further comments and there are no qualification remarks made by the Auditors in their report,
hence no explanation is required in this regard. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company in the year under section 143(12) of
the Companies Act, 2013.

Explanations or comments By Board of Directors

The Board of Directors takes note of the Auditor''s qualification concerning the non-enablement
of the audit trail feature in the company''s accounting software. The Board acknowledges the
importance of maintaining an adequate audit trail to ensure transparency and accountability in
financial reporting.

Due to certain operational challenges and constraints faced during the financial year, the
company was unable to enable and maintain the audit trail feature as required. The Board
regrets this lapse and assures stakeholders that steps are being taken to address this issue
promptly. The company has initiated corrective measures, including upgrading the accounting
software to ensure that the audit trail functionality is fully enabled and operational in the
future.

The Board is committed to ensuring full compliance with all applicable regulatory
requirements and enhancing the internal controls to prevent such occurrences going forward.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company in the year under section 143(12) of the Companies Act, 2013.

COST AUDITOR

The Cost audit of the Company has not been conducted for the financial year 2024 -2025 as
provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

COST RECORDS

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is not required to maintain cost records.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed SKJ & Associates, Practicing Company Secretaries to undertake the Secretarial Audit
of the Company for the financial year 2024-25.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company
has annexed to this Board Report as Annexure-II, a Secretarial Audit Report given by the
Secretarial Auditor. The response of your directors on the observation made in Secretarial
Audit Report is as follows:

Response to Point No. 1

The Company is in process of finding suitable candidate to act as an Internal Auditor.

Response to Point No. 2

The Company is in the process of dematerialization of promoters shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives
details of the overall industry structure, developments, performance and state of affairs of the
Company''s business, internal controls and their adequacy, risk management systems and other
material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of
the Annual Report as Annexure-IIl.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the consequences
of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals
by employees and to maintain the highest ethical standards of dealing in Company securities.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements. The Report on Corporate Governance with
auditor’s certificate thereon in terms of Regulation 34 Listing Regulations, 2015 read with
Schedule V of said regulations forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of section 135 of the Companies Act, 2013 the company is not
required to undertake Corporate Social Responsibility activities.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible
individual for ensuring compliance with statutory obligations.

The company has appointed a designated person in a Board meeting and the same has been
reported in Annual Return of the company.

SECRETARIAL STANDARDS OF ICSI

The Company confirms compliance with the applicable requirements of Secretarial Standards 1
and 2.

PARTICULARS OF EMPLOYEES

There are NO employees who are receiving remuneration exceeding of Rs. 8.5 lakh per month
or Rs. 1.20 Crore per annum under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

• CONSERVATION OF ENERGY

> The steps taken or impact on conservation of energy; NIL

> The steps taken by the company for utilizing alternate sources of energy; NIL

> The capital investment on energy conservation equipments; NIL

• TECHNOLOGY ABSORPTION

> the efforts made towards technology absorption: NIL

> the benefits derived like product improvement, cost reduction, product development or
import substitution: NIL

> in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): NIL

a. the details of technology imported: NA

b. the year of import: NA

c. whether the technology been fully absorbed: NA

d. if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and the expenditure incurred on Research and Development: NA

• FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no foreign exchange earnings or out flow.

S. No.	Particulars	Current Year
CO	Foreign exchange earnings	Nil
00	Foreign exchange outgo	Nil

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a
formal mechanism to the Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides
for adequate safeguards against the victimization of employees who avail of the mechanism
and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is
affirmed that no personnel of the Company has been denied access to the Audit Committee.
The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.

RISK MANAGEMENT

The Company has been undertaking periodic review of its operations to address various risks
impacting it and consequently measures are taken to mitigate or minimize the risks. Normal
foreseeable risks to the Company''s assets are adequately covered by comprehensive insurance.
The Company’s risk management approach and practices continued to focus on minimizing the
adverse impact of risks on its business objectives and to enable the Company to leverage
market opportunities based on risk-return parity.

COMMITTEES OF THE BOARD

The Board has 3 (Three) Committees - the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee. All committees consist of majority of
Independent Directors. The Composition and terms of reference, details of meetings and other
matters has been mentioned in the Corporate Governance Report of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There were NO material changes and commitments, affecting the financial position of the
Company which has occurred from the end of financial year i.e. March 31, 2025 to the date of
Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANY’S
OPERATION IN FUTURE

During the year under review there was NO such orders passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are NO applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are NO instances of one time settlement during the financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company and its subsidiaries. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.

GREEN INITIATIVE

Electronic copies of the Annual Report 2024-2025 and Notice of the 37^th Annual General
Meeting are sent to all members whose email addresses are registered with the Company/
Depository Participants], For members who have not registered their email addresses,
physical copies of the Annual Report 2024-2025 and the Notice of the 37^th Annual General
Meeting under Section 101 of the Companies Act, 2013 are sending through permitted mode.
Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes
electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the
Companies Act, 2013 and Rule 20 of the Companies [Management and Administration]
Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

The Company has entered into an arrangement with Central Depository Service [India] Limited
[CDSL], the authorized agency for this purpose, to facilitate such e-voting for its members.

POLICY ON SEXUAL HARASSMENT

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace [Prevention, Prohibition &
Redressal] Act, 2013. Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees [permanent, contractual, temporary,
trainees] are covered under this policy. The Company did not receive any complain during the
year 2024-25.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following
details are disclosed:

a] Number of complaints of sexual harassment received during the year: Nil

b] Number of complaints disposed of during the year: Nil

c] Number of complaints pending for more than 90 days: Nil

The Company has zero tolerance towards any kind of sexual harassment and maintains a safe
working environment for all employees.

MATERNITY BENEFITS ACT, 1961

The Board confirms that the Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961, includes those relating to maternity leaves facilities. The Company
remains committed to ensuring a safe, inclusive and supportive working environment for all
women employees..

ACKNOWLEDGMENTS

The Directors take this opportunity to place on record their sincere thanks to the suppliers,
customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central
and State Government Departments and the shareholders for their support and co-operation
extended to the Company from time to time. Directors are pleased to record their appreciation
of the sincere and dedicated services of the employees and workmen at all levels

For and on behalf of Board

_. ^ ,nnnr Anil Kawar Noratmal Kawar

Dat,: 0S «9/2«2S _DIN; 00464523 DIN: 00464435

ace. Jo pur Director Managing Director

---

Mar 31, 2024

On behalf of the Board of Directors, it is our pleasure to present the 36^th Annual Report
together with the Audited Statement of Accounts of NEELKANTH ROCK-MINERALS
LIMITED ("the Company") for the Financial Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The performance of the Company during the year has been as under:

f Amount in Hundred!

	31.03.2024	31.03.2023
Revenue From Operations	0	0
Other Income	66243	63637
Total Revenue	66243	63637
Total Expenses	33183	32909
Profit/(Loss) Before Exceptional Items And Tax	33059	30728
Tax Expenses
Current Tax	8601	8101
Deferred Tax	0.00	0.00
Income Tax Paid	429	314
Total Tax Expense	9030	8415
Profit/(Loss) For The Year	24029	22313

PERFORMANCE AND OPERATIONS

During the year, the No Revenue from Operations of your Company, your Company’s
has profit of Rs. 24,02,929/- vis-a-vis Rs. 22,31,300/- in the previous year.

The closure of the Company''s unit has posed a challenge for the Company. Your
directors are exploring alternate avenues to make the Company operative.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian
Accounting Standards (IND AS) are applicable to certain classes of companies from April
1, 2016 with a transition date of April 1, 2015. IND AS has replaced the previous Indian
GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with
Rule 7 of the Companies (Accounts) Rules, 2014. IND AS is applicable to the Company
from April 1, 2017.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARD:

The relevant Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) related to the Board Meetings and General Meeting have been complied
with by the Company.

TRANSFER TO RESERVES

The company except its profits/losses does not propose any amount to transfer to the
General Reserves.

DIVIDEND:

Your Board of Directors is not recommended any dividend.

SUBSIDIARIES / ASSOCIATES:

Your Company had no subsidiaries, Joint Venture or Associate Company during the year
under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The details of Loans, Guarantees, Securities and Investments made during the financial
year ended 31^st March, 2024 are given in the notes to the Financial Statements in
compliance with the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014.

CHANGES IN THE NATURE OF THE BUSINESS

There is no change in the nature of business of the Company.

DEPOSITS:

Your Company has not accepted any deposits during the year within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFFERED TO IN SUB-SECTION (1) OF SECTION 188:

The Company has not entered into any of the Contracts or arrangements with related
parties as per the provisions of sub - section (1) of section 188 of the Companies Act,
2013

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on March 31, 2024 is available on the Company''s website - www.neelrock.com.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs.
5,50,00,000 divided in 55,00,000 Equity Shares of Rs. 10/- each and the Paid-up Equity
Share Capital of the Company as on date was Rs. 5,04,37,000 divided in 50,43,700
Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with or without
differential voting rights nor granted stock options, sweat equity, or bonus shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Executive and Non-Executive Directors, including Independent
Directors who are having wide and varied experience in different disciplines of
corporate functioning. The Directors and Key Managerial Personnel of the Company are:

S.NO	NAME OF DIRECTOR’S /KMP	POSITION HELD
1.	Mr. Noratmal Kawar	Chairman & Managing Director
2.	Mr. Anil Sayarchand Kawar	Director
3.	Mrs. Shweta Vikash Kawar	Women Director
4.	Mr. Rajendra Kumar Abani	Independent Director
5.	Mr. Naresh Kumar Jain	Independent Director

6.	Rameshwar jangid	Chief Financial Officer
7.	Mr. Sourabh Arora	Company Secretary

Mr. Noratmal Kawar (DIN- 00464435), as Managing Director of the company for a
period of three years with effect from 27th March, 2023 to 26th March, 2026.

DIRECTORS RETIRE BY ROTATION:

As per the provisions of the Companies Act, 2013, Mr. Anil Sayarchand Kawar, retires by
rotation at the forthcoming AGM and being eligible, offers himself for reappointment.
The Board recommends his reappointment.

PERFORMANCE EVALUATION OF THE BOARD:

During the year under review, pursuant to the provisions of Section 178 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the evaluation of performance of all Directors is undertaken annually.
The company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual Directors on the basis of a structured
questionnaire which comprise evaluation criteria taking into consideration various
performance related aspects.

The Board of Directors has expressed their satisfaction with the valuation process.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all Independent Director as per
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

NUMBER OF BOARD MEETINGS:

During the financial year under review, 5 (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 of 120 days as prescribed
under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-Section (3) of Section 134 of the Act, the Directors would
like to state that:

a) in the preparation of the annual accounts for financial year ended March 31, 2024,
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 March 31, 2024 and of
the profit 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 Act for safeguarding the
assets of the Company, and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts for the year ended March 31, 2024,
on a going concern basis;

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

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

STATUTORY AUDITORS:

Pursuant to provision of section 139 of the Companies Act, 2013 and the rules made
there under, due to resignation of current auditor M/s Maheshwari & Jain, In the
ensuing annual general meeting AGM, the audit committee of the company has
proposed and the board of the director (Meeting dated 24.07.2024) has recommended
the appointment of M/s Shambhu Gupta, chartered accountant (Firm Registration No.
007234C) As Statutory Auditor of the Company. M/s Shambhu Gupta & Co, will hold
office for a period of five consecutive years from the conclusion of this annual general
meeting until the conclusion of Thirty Ninth (41st) Annual General Meeting to be held in
a year 2029, subject to the approval of shareholders of the company. M/s Shambhu
Gupta & Co, Chartered account have confirmed that their appointment, if made shall be
in accordance with the provisions of the section 139 and other applicable provisions of
the Companies Act, 2013. Accordingly, a resolution seeking members approval on
appointment of M/s Shambhu Gupta & Co, Chartered Accountant, as the Statutory
Auditor of the Company for a period of five consecutive years is included at item no. 3 of
the notice convening the Annual General Meeting.

There is one adverse remarks or disclaimers in the Statutory Auditor''s Report on the
Financial Statements of the Company of the company for the financial year 2023-24:

Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility but the same has not been enabled/operated
throughout the year for any of the transactions recorded in the software and
therefore contravened the provisions of Rule 11(g) of the of the Companies (Audit
and Auditors) Rules, 2014.

Explanations or comments By Board of Directors:

The Board of Directors takes note of the Auditor''s qualification concerning the non¬
enablement of the audit trail feature in the company’s accounting software. The Board
acknowledges the importance of maintaining an adequate audit trail to ensure
transparency and accountability in financial reporting.

Due to certain operational challenges and constraints faced during the financial year,
the company was unable to enable and maintain the audit trail feature as required. The
Board regrets this lapse and assures stakeholders that steps are being taken to address
this issue promptly. The company has initiated corrective measures, including
upgrading the accounting software to ensure that the audit trail functionality is fully
enabled and operational in the future.

The Board is committed to ensuring full compliance with all applicable regulatory
requirements and enhancing the internal controls to prevent such occurrences going
forward..

The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under section 143( 12) of the Companies Act, 2013.

COST AUDITOR:

The Cost audit of the Company has not been conducted for the financial year 2023 -
2024 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the
Company.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s SKJ & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2023-24.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the
Company has annexed to this Board Report as Annexure-II, a Secretarial Audit Report
given by the Secretarial Auditor. The response of your directors on the observation
made in Secretarial Audit Report is as follows:

Response to Point No. 1:

The Company is in process of finding suitable candidate to act as an Internal Auditor.
Response to Point No. 2:

The Company is in the process of dematerialization of promoters shares.

Response to Point No. 3:

Company has taken necessary actions upon this matter and Board has appointed new
auditor who hold the valid Peer Review Certificate of the ICAI and recommended to the
members to pass the resolution in ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis forms an integral part of this Report and
gives details of the overall industry structure, developments, performance and state of
affairs of the Company''s business, internal controls and their adequacy, risk
management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms
part of the Annual Report as Annexure-III.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance
and adhere to the Corporate Governance requirements. The Report on Corporate
Governance with auditor''s certificate thereon in terms of Regulation 34 Listing

Regulations, 2015 read with Schedule V of said regulations forms part of the Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provision of section 135 of the Companies Act, 2013 the company is not
required to undertake Corporate Social Responsibility activities.

SECRETARIAL STANDARDS OF ICSI

The Company confirms compliance with the applicable requirements of Secretarial
Standards 1 and 2.

PARTICULARS OF EMPLOYEES:

There are no employees who are receiving remuneration exceeding of Rs. 8.5 lakh per
month or Rs. 1.20 Crore per annum under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

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

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as
follows:

• CONSERVATION OF ENERGY

> The steps taken or impact on conservation of energy; NIL

> The steps taken by the company for utilizing alternate sources of energy; NIL

> The capital investment on energy conservation equipments; NIL

• TECHNOLOGY ABSORPTION

> the efforts made towards technology absorption: NIL

> the benefits derived like product improvement, cost reduction, product
development or import substitution: NIL

> in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): NIL

a. the details of technology imported: NA

b. the year of import: NA

c. whether the technology been fully absorbed: NA

d. if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and the expenditure incurred on Research and
Development: NA

• FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no foreign exchange earnings or out flow.

S. No.	Particulars	Current Year
CO	Foreign exchange earnings	Nil
(ii)	Foreign exchange outgo	Nil

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report concerns about

unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of employees who
avail of the mechanism and provides direct access to the Chairperson of the Audit
Committee in exceptional cases. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee. The Whistle Blower Policy aims for
conducting the affairs in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.

RISK MANAGEMENT:

The Company has been undertaking periodic review of its operations to address various
risks impacting it and consequently measures are taken to mitigate or minimize the
risks. Normal foreseeable risks to the Company''s assets are adequately covered by
comprehensive insurance. The Company''s risk management approach and practices
continued to focus on minimizing the adverse impact of risks on its business objectives
and to enable the Company to leverage market opportunities based on risk-return
parity.

COMMITTEES OF THE BOARD

The Board has 3 (Three) Committees - the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. All committees
consist of majority of Independent Directors. The Composition and terms of reference,
details of meetings and other matters has been mentioned in the Corporate
Governance Report of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments, affecting the financial position of
the Company which has occurred from the end of financial year i.e. March 31, 2024 to
the date of Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACATING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE

During the year under review there was no such orders passed by the regulators or
courts or tribunals impacting the going concern status and company''s operations in
future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

There are no instances of one time settlement during the financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of
the Board.

GREEN INITIATIVE

Electronic copies of the Annual Report 2023-2024 and Notice of the 36^th Annual General
Meeting are sent to all members whose email addresses are registered with the
Company/ Depository Participant(s). For members who have not registered their email
addresses, physical copies of the Annual Report 2023-2024 and the Notice of the 36^th
Annual General Meeting under Section 101 of the Companies Act, 2013 are send
through permitted mode. Members requiring physical copies can send a request to the
Company.

Your Company provides e-voting facility to all its members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to Section
108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015. The instructions for e-voting are provided in
the Notice.

The Company has entered into an arrangement with Central Depository Service (India)
Limited (CDSL), the authorized agency for this purpose, to facilitate such e-voting for its
members.

POLICY ON SEXUAL HARASSMENT

The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The Company did not
receive any complain during the year 2023-24.

ACKNOWLEDGMENTS:

The Directors take this opportunity to place on record their sincere thanks to the
suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government Departments and the shareholders for their
support and co-operation extended to the Company from time to time. Directors are
pleased to record their appreciation of the sincere and dedicated services of the
employees and workmen at all levels

For and on behalf of Board

natP- nq/no/?n?4 ^{Anil Kawar} Noratmal Kawar

n, , u '' DIN:00464523 DIN:00464435

ace. Jo pur Director Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 27th Directors' Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31,2015.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

During the year under review, performance of your company as under:

2014-2015 2013-2014

Sales & Other Income 173.69 109.48

Profit Before Interest & Depreciation 13.06 1331

Less: Interest 0.19 0.01

Depreciation 7.66 11.62

Profit Before Taxation 5.21 1.69

Less:Provision for Taxation 131 1.99

Deferred Tax Asset -0.15 -1.03

Profit Alter Taxation 4.06 0.73

Add: (Less) Balance b/f from previous year 35.30 35.15

Add: (Less): Excess provision for Tax in previous years

Surplus Carried to Balance Sheet 35.30 35,15

PERFORMANCE REVIEW:

Your Company achieved performance of both in turnover and its profits, the turnover of the Company has increased 58.65% as compared to previous year and profit of the year increased 5.56% as compared to previous year.

DIVIDEND:

However with the view to conserve the resources of company the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES:

The Board of the company has decided/proposed to carry Rs. 405779/- to its reserves.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

DIRECTORS

a) Directors and Key Managerial Personnel (KMP):

In accordance with the provisions of Section 203 of the Act, the following have been designated as KMP of the Company:

Name of KMP Designation

Mr. Shantilal Kawar Managing Director

Name of Directors Designation

Mr, GautamchandKawar Director

Mr. Rajendra Kumar Abani Non Executive Independent Director

Mr. Naresh Kumar Jain Non Executive Independent Director

Mrs. ShwetaVikashKawar Additional Director

Mr.GautamchandKawar, Director of the Company, who is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In terms of Section 161 of the Companies Act, 2013 Mrs. Shweta Vikash Kawar was appointed as an Additional Director with effect from March 30, 2015 retire at the ensuing Annual General Meeting. We have received a Notice under Section 160 (1) of the Companies Act, 2013 from a member proposing the candidatures of Mrs. Shweta Vikash Kawar to the office of Directorship, whose terms of office shall be determined for retirement by rotation.

b) Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet with the criteria of their independence Lald down in Section 149(6) of Act read with Clause 49 of the Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of Section 178 of the Act, read with Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, the Directors individually and the working of the committees of the Board. The performance evaluation of the Chairman and other Non-Independent Non- Executive Directors was carried out by obtaining feedback on them from the entire Board.

DIRECTORS' RESPONSIBILITY STATEMENT"

Pursuant to clause (c) of sub-Section (3) of Section 134 of the Act, the Directors would like to state that:

(a) in the preparation of the annual accounts for financial year ended March 31, 2015, 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 March 31,2015 and of the profit 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 Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the year ended March 31,2015, on a going concern basis;

(e) the Directors have Lald down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

NUMBER OF BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review, Seven (7) Board Meetings were convened and held. Details of the composition of the Board and its Committees and of the Meetings held attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT-9, for the Financial Year 2014- 15 has been enclosed with this report

PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES:

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are provided in Financial Statements.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

All transactions with related parties were in the ordinary course of business and at arm's length. The company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company The details of related party transactions are disclosed in Note No.30 attached to and forming part of the accounts.

AUDITORS:

Statutory Auditors and Auditors' Report

M/s. Maheshwari& Jain, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The Board recommends their re-appointment for a term of five years i.e till the conclusion of the Annual General Meeting to be held for the financial Year 2019-2020, subject to ratification of their appointment at every Annual General Meeting during the said term.

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 has appointed M/s. Paliwal Vikas & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure I, a Secretarial Audit Report given by the Secretarial Auditor.

AUDIT COMMITTEE:

The Audit Committee of the Company comprises Mr.Gautamchand Kawar, Mr.R. Abani and Mr.Naresh Kumar Jain. Mr. Rajendra Kumar Abani is the Chairman of the Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Clause 49 of the Listing Agreement. The charter of the committee is in conformity with the Act and the Listing Agreement as more particularly set out in the Corporate Governance Report, which forms a part of this report.

During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and as per Clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism to enable the Directors and employees of the Company to report concerns of any unethical behaviour, violation of law or regulations, or suspected fraud.

INTERNAL FINANCIAL CONTROLS:

Your Company has in place, adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT:

The Company has been undertaking periodic review of its operations to address various risks impacting it and consequently measures are taken to mitigate or minimize the risks. Normal foreseeable risks to the Company's assets are adequately covered by comprehensive insurance. The Company's risk management approach and practices continued to focus on minimizing the adverse impact of risks on its business objectives and to enable the Company to leverage market opportunities based on risk-return parity.

NOMINATION & REMUNERATION COMMITTEE:

The Remuneration Committee comprises Mr. Gautamchand Kawar, Mr. Rajendra Abani and Mr. Naresh Kumar Jain. Mr. Naresh Kumar Jain is the Chairman of this Committee.

The Committee is constituted in line with the regulatory requirements mandated by the Act and Clause 49 of the Listing Agreement. The terms of reference thereof are in conformity with the said requirements, as more particularly set out in the Corporate Governance Report, which forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 has been annexed with this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal CompLalnts Committee to redress compLalnts received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company organizes workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act.

During the year under review, the Company did not receive any compLalnt.

ACKNOWLEDGMENTS:

The Directors take this opportunity to express their deep and sincere gratitude to the customers of the Company for their confidence and patronage, as well as to the Government of India and other regulatory authorities for their co-operation. support and guidance. The Directors would like to express a profound sense of appreciation for the commitment shown bythe employees in supporting the Company in its continued robust performance on all fronts.

Place: Mumbai For and on behalf of the Board Date: 21 May, 2015 of Directors

GAUTAMCHAND KAWAR SHANTILAL KAWAR DIRECTOR CHAIRMAN

---

Mar 31, 2014

THE MEMBERS,

The directors hereby present 26th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS 2013-2014 2012-2013

Sales & Other Income 109.48 164.82

Porfit Before Interest & Depreciation 13.31 15.50

Less : Interest 0.01 0.05

Depreciation 11,62 13.41

Profit Before Taxation 1,69 2.04

Less:Provision forTaxation 1.99 1.49

Deferred Tax Asset 1.03 (1.24)

Profit After Taxation 0.73 1,79

Add: (Less) Balance b/f from previous year 35.15 32.63

Add: (Less) : Excess provision for Tax in previous years 0

Surplus Carried to Balance Sheet:

DIVIDEND .

To consolidate company''s financial position, directors recommend the profit to be carried forward Hence no dividend is proposed. ;

DIRECTORS

Mr. Naresh Kumar Jain, Director of the Company, retire by rotational the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

AUDITORS AND AUDITORS REPORT

The auditors, M/s Maheshwari & Jain, Chartered accountants, retire at the conclusion of this Annual General Meeting. The members are requi red to appoint auditor and fix their remuneration.

PARTICULARS OFEMPLOYEES

The company had no employee of the category mentioned in section 217(2 A) Companies Act, 1956.

DEMATERIALISATION OFSHARES:

The share of the company are presently traded in dematerialized form only. The shareholders are requested to contacttheir depository participants fordemat of shares.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTTON AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provision of section 217(E) of the Companies Act,1936, read with the Companies (Disclosure of Particular in the Report of Directors) rules, 1988 is give Annexure ''A'' to the report and forms an integral part thereof.

DUES TO FINANCIAL INSTITUTIONS & TAX AUTHORITIES:

There are no loan from any financial institution. The tax payments are generally made well within statutory time limits. ''

INDUDTRIE RELATIONS:

Your Directors thanks all employees for the cooperation & harmonious relationship & progress of the company.

DIRECTORS'' RESPONSIBILITY STATMENT The Board ofDirectors of the Company confirms:

i) That in the preparation of annual accounts, the applicable accounting standard have been followed and there has been no material departure.

ii} That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view ofthe company as at 31 st March 2014, and ofthe profit or loss ofthe company for the year ended on that date.

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956, for safeguarding the assets of tile company and for preventing and detecting frauds and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis.

INFORMATION PURSUNT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOA RD OF DIRECTORS) RULES 1988 FORMING PART OF THE REPORT OF BOARD OF DIRECTORS.

Mumbai For Board of the Director 21May2014 Gautamchand kumar shantilalkawar Director Managing director

---

Mar 31, 2013

TO THE MEMBER''S

The directors hereby present the 25th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2013.

FINANCIAL RESULT 2012-2013 2011-2012

Sales & Other Income 164.82 148.24

Profit Before Interest & Depreciation 15.50 4.23

Less: Interest 0.05 0.18

Depreciation 13.41 12.92

Profit Before Taxation 2.04 -8.88

Less: Provision for Taxation 1.49 0

Deferred Tax Asset (1.24) (2.74)

Profit After Taxation 1.79 (6.14)

Add : (Less) Balance b/f from previous year 32.63 38.76

Add : (Less) Excess provision for Tax in previous year 0 0

Surplus Carried to Balance Sheet 34.42 32.63

"DIVIDEND"

To consolidate company''s financial position, directors recommend the profit to be carried forward Hence no dividend is proposed.

DIRECTORS

Mr. Naresh Kumar Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment

AUDITOR''S AND AUDITOR''S REPORT

The auditors, M/s Maheshwari & Jain, Chartered accountants , retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and fix their remuneration.

PARTICUL ARS OF EMPLOYEES

The company had no employee of the category mentioned in section 217 (2A) of the Companies Act, 1956.

DEMATERIALISATION OF SHARES:

The share of the company are presently traded in dematerialized form only. The shareholders are requested to contact their depository participants for demat of shares.

DUES TO FINANCIAL INSTITUTIONS & TAX AUTHORITFS:

There are no loans from any financial institutions. The tax payments are generally made well within statutory time limits

INDUSTRIAL RELATIONS:

Your Directors thank all employees for the cooperation & harmonious relationship & progress of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms: -

i) That in the preparation of annual''accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable''and prudent so as to give a true and fair view of the company as at 31'' March 2013, and of the profit of the company for the year ended on that date.

iii) That proper and sufficient care has been taken -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 frauds and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis.

For and on behalf of the Board of Directors

Mumbai

25 May, 2013 GAUTAM CHAND KAWAR SHANTILAL KAWAR

DIRECTOR MANAGING DIRECTOR

---

Mar 31, 2012

TO THE MEMBER'S

The directors hereby present the 24 Annual Report together with the Audited Accounts of this company for the year ended 31st March 2012.

FINANCIAL RESULT 2011-2012 2010-2011

Sales & Other income 148.24 122 67

Profit Before Interest & Depreciation 4.23 12.01

Less: Interest - 18 0.12

Depreciation 12.92 11.66

Profit Before Taxation -8.88 0.24

Less: Provision for Taxation - 0 2.03

Deferred Tax Asset (2.74) (195)

Profit After Taxation (6.14) 0.04

Add: (Less) Balance b/f from previous year 38.76 39.58

Add: (Less) Excess provision for Tax in previous year 0 0

Surplus Carried to Balance Sheet 32.63 39.58

To consolidate company s financial position, directors recommend the profit to be carried forward Hence no dividend is proposed.

DIRECTORS

Mr. Gautam Kawar, Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment

AUDITOR SAND AUDITOR S REPORT

The auditors, M/s Maheshwari & Jain, Chartered accountants , retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and fix their remuneration.

PARTICULARS OFEMPLOYEES

The company had no employee of the category mentioned in section 217 (2A) of the Companies Act, 1956. DEMATERIALISATION OF SHARES:

The share of the company are presently traded in dematerialized form only. The shareholders are requested to contact their depository participants for demat of shares.

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

The information in accordance with the provisions of section 217 (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Directors) sales, 1988 is give in Annexure A to the report and forms an integral part thereof.

DUES TO FINANCIAL INSTITUTIONS & TAX AUTHORITES:

There are no loans from any financial institutions. The tax payments are generally made well within statutory time limits

INDUSTRIAL RELATIONS:

Your Directors thank all employees for the cooperation & harmonious relationship & progress of the company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

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

ii) That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the company as at 31" March 2012, and of the profit of the company for the year ended on that date.

iii) That proper and sufficient has been taken for the maintenance of adequate accounting records in accordance with the pwvisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis.

For and on behalf of the Board of Directors

Mumbai

23 May, 2012 GAUTAM CHAND KAWAR SHANTI LAL KAWAR DIRECTOR MANAGING DIRECTOR

---

Mar 31, 2011

TO THE MEMBER'S

The directors hereby present the 23rd Annual Report together with the Audited Accounts of the company for the year ended 31st March 2011.

FINANCIAL RESULT 2010-2011 2009-2010

Sales & Other Income 122.67 149.86

Profit Before Interest & Depreciation 12.01 14.52

Less: Interest 0.12 0.17

Depreciation 11.66 14.06

Profit Before Taxation 0.24 0.30

Less: Provision for Taxation 2.03 2.54

Deferred Tax Asset (1.95) (2.44)

Profit After Taxation 0.04 0.20

Add : (Less) Balance b/f from previous year 39.58 39.34

Add: (Less) Excess provision for Tax in previous year 0 0.00

Surplus Carried to Balance Sheet 39.58 39.34

To consolidate company's financial position, directors recommend the profit to be carried forward Hence no dividend is proposed.

DIRECTORS

Notices together with money deposits have been received from members pursuant to section 257 of the Companies Act 1956 proposing

AUDITOR'S AND AUDITOR'S REPORT

M/s Maheshwari & Jain, Chartered Accountants, the retiring auditors, have granted their consent to act as auditors from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

PARTICULARS OF EMPLOYEES

The company had no employee of the category mentioned in section 217 (2A) of the Companies Act, 1956.

DEMATERIALISATION OF SHARES;

The share of the company are presently traded in dematerialized form only. The shareholders are requested to contact their depository participants for demat of shares.

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

The information in accordance with the provisions of section 217 (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Directors) rules, 1988 is give in Annexure 'A' to the report and forms an integral part thereof.

DUES TO FINANCIAL INSTITUTIONS & TAX AUTHORITES:

There are no loans from any financial institutions. The tax payments are generally made well within statutory time limits

INDUSTRIAL RELATIONS:

Your Directors thank all employees for the cooperation & harmonious relationship & progress of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

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

ii) That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the company as at 31st March 2011, and of the profit of the company for the year ended on that date.

iii) That proper and sufficient care has been taken 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 frauds and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis.

For and on behalf of the Board of Directors

GAUTAM CHAND KAWAR SHANTILAL KAWAR DIRECTOR MANAGING DIRECTOR

Mumbai 23 June, 2011

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Mar 31, 2010

The directors hereby present 22nd Annual Report together with the Audited Accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS 2009-2010 2008-09

Sales & Other Income 149.86 346.83

Porfit Before Interest & Depreciation 14.52 16.58

Less : Interest 0.17 0.43

Depreciation 14.06 14.22

Loss on Sale of Assets 0.00 0.00

Profit Before Taxation 0.30 1.94

Less:Provision for Taxation 2.54 1.97

Provision for FBT 0.00 0.60

Deferred Tax Asset (2.44) (2.53)

Profit After Taxation 0.20 1.90

Add: (Less) Balance b/f from previous year 39.34 36.93

Add: (Less) : Excess provision for Tax in previous years 0 0.51

Surplus Carried to Balance Sheet 39.34 39.34

To consolidate companys financial position, directors recommend the profit to be carried forward Hence no dividend is proposed.

DIRECTORS

Notices together with money deposits have been received from member pursuant to section 257 of the Companies Act 1956 proposing

AUDITORS AND AUDITORS REPORT

M/s Maheshwari & Jain, Chartered Accountants, the retiring auditors, have granted their consent to act as auditors from the conclusion of this Annual General Meeting till the conclusion of next Annual

General Meeting.

PARTICULARS OF EMPLOYEES

The company had no employee of the category mentioned in section 217(2A) of the Companies Act, 1956.

DEMATERIALISATION OF SAHRES:

The share of the company are presently traded in dematerialized form only. The shareholders are requested to contact their depository participants for demat of shares.

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

The information in accordance with the provision of section 217(I)(e) of the Companies Act, 1956, read with the

Companies (Disclosure of Particular in the Report of Directors) rules, 1988 is give Annexure A to the report and

forms an integral part thereof.

DUES TO FINANCIAL INSTITUTIONS & TAX AUTHORITIES:

There are no loan from any financial institution. The tax payments are generally made well within statutory time limits.

INDUDTRIL RELATIONS:

Your Directors thanks all employee for the cooperation & harmonious relationship & progress of the company.

DIRECTORS RESPONSIBILITY STATMENT

The Board of Directors of the Company confirms:

I) That in the preparation of annual accounts, the applicable accounting standard have

been followed and there has been no material departure. ii) That the selected accounting policies were applied consistently and the directors made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the company as at 31st March 2010, and of the profit of the company for the year ended on that date. iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities. iv) That the annual accounts have been prepared on a going concern basis.

For and on behalf of the Board of Directors

Mumbai

June 15,2010 GAUTAM CHAND KAWAR SHANTILAL KAWAR

DIRECTOR MANAGING DIRECTOR