Directors Report of Nirbhay Colours India Ltd.

Mar 31, 2015

Dear Members,

The Directors' present the Annual report on the business and operations of your Company for the year 2014 - 15.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the market and received income of Rs. 450,699 during the financial year 2014-15. However, the Company incurred loss of Rs.1,567,485 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 (Rs.) (Rs.)

Gross Sales/Income 450,699 654,000

Less: Expenditure 2,018,485 2,851,971

Profit/(Loss) before Tax (1,567,786) (2,197,971)

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (1,567,485) (2,197,971)

P& L Balance b/f (9,624,995) (7,427,024)

Profit/ (Loss) carried to (11,192,781) (9,624,995) Balance Sheet

NATURE OF BUSINESS

The Company is engaged in the trading of stationery items and consultation services.

There was no change in the nature of the business of the Company during the year under review.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

TRANSFER TO RESERVES

Out of the profits available for appropriation, no amount has been transferred to the General Reserve.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule,5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Mr. Minesh N. Seth will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

During the year under review, Company has accepted resignation of Mr. Deepak Narayanbhai Patel from the Directorship of the Company on 29/12/2014.

During the year under review, Company has accepted resignation of Mr. Mitul Narayanbhai Patel and Mr. Sanjay Mahendra Vyas from the Directorship of the Company on 30/10/2014.

During the year under review, Company has appointed of Mr. Kunal Doshi and Raghvendra Gopalrao Kulkarni as a Director of the Company on 30/10/2014.

The Company has appointed Ms. Manorama Jitendra Shah Dave as an additional independent woman director of the Company pursuant to section 149 of Companies Act, 2013 on 30/03/2015.

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year eighteen Board Meetings and one Independent Directors' meeting and four Audit Committee 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.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 33,500,000.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

FINANCE

The Company has not borrowed any loan from Bank or Financial Institution.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 73 to 76 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The company has not entered into any related party transactions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

APPOINTMENT OF AUDITORS:

AUDITORS

A. Statutory Auditors

The Company's Auditors, M/s. Suresh R Shah & Associates, Chartered Accountants., Chartered Accountant, Ahmedabad who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Audit

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 CS Priti Jain Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for Parth Industries Limited. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-B".

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For And On Behalf Of the Company

Date: 23/05/2015 Place: Ahmedabad

Sd/- Sd/- Sd/- (Kunal Doshi) (Lovely Doshi) (Raghvendar Kulkarni) Director Director Director DIN: 06852748 DIN: 07192669 DIN: 06970323

---

Mar 31, 2014

The Members

PARTH INDUSTRIES LIMITED

The Directors'' present the Annual report on the business and operations of your Company for the year 2013 - 14.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the market and received income of Rs. 6,54, 000 during the financial year 2013-14. However, the Company incurred loss of Rs. 2,197,971 during the current financial year and hope for better in coming years, even in the downward stream scenario of global financial and capital market. Directors have started to explore various other opportunities to further improve the working results during the current year

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Gross Sales/Income 654,000 5,88,000

Less: Expenditure 2,851,971 2,717,971

Profit/(Loss) before Tax (2,197,971) (2,129,971)

Taxes/Deferred Taxes NIL NIL

Profit/ (Loss) After Taxes (2,197,971) (2,129,971)

P& L Balance b/f (7,427,024) (5,297,053)

Profit/ (Loss) carried to Balance Sheet (9,624,995) (7,427,024)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Minesh N. Sheth, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis. APPOINTMENT OF AUDITORS:

M/s. Suresh R Shah & Associates., Chartered Accountants, Ahmedabad the retiring auditors being eligible offers themselves for re-appointment. Members are requested to appoint them as auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for Parth Industries Limited. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For And On Behalf Of the Company

Date: 29/05/2014 Place: Ahmedabad

Sd/- Sd/- Sd/-

(Sanjay Vyas ) (Deepak Patel) (Minesh N Sheth)

Director Director Director

DIN: 01469464 DIN: 00105728 DIN: 01842723

---

Mar 31, 2012

To, The Members of PARTH INDUSTRIES LIMITED

The Directors'' present the Annual report on the business and operations of your Company for the year 2011-2012.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2012 31.03.2011 (Rs.) (Rs.)

Gross Sales/Income 4,88,000 4,76,550

Less Expenditure 34,43,600 4,16,670

Profit/(Loss) before Tax (29,55,600) 59,880

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (29,55,600) 59,880

P& L Balance b/f (2,262,880) (23,22,760)

Profit/ (Loss) carried to Balance Sheet (52,18,480) (2,262,880)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Mitul N Patel, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

APPOINTMENT OF AUDITORS:

M/s. Bhadresh I. Shah., Chartered Accountants, Ahmedabad the retiring auditors being eligible offers themselves for re-appointment. Members are requested to appoint them as auditors of the company.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Parth Industries Limited. In the year 2011- 12, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognise the holistic nature of a sustainable approach. As such, this commitment is as much about our business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For And On Behalf Of the Company

Date: 31/07/2012

Place: Ahmedabad Sd/- Sd/- Sd/-

Sanjay Vyas Deepak Patel Mitul Patel Director Director Director

---

Mar 31, 2010

The Directors present the Annual report on the business and operations of your Company for the year 2009-2010.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2009 1.03.2010 (Rs.) (Rs.)

Gross Sales/Income NIL NIL

Less Depreciation 29,739 53,449

Profit/(Loss) before Tax (29,739) (53,449)

Taxes/Deferred Taxes NIL NIL

Profit/(Loss) After Taxes (29,739) (53,449)

P& L Balance b/f (22,93,020) (22,39,571)

Profit/(Loss) carried to Balance Sheet (23,22,759) (22,93,020)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Sanjay Vyas, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

The Company has not accepted any deposit from the public during the year.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil as no trading has been done during the year under review.

APPOINTMENT OF AUDITORS:

M/S. P. DALAL & COMPANY, Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co- operation. The directors also wish to place on record the confidence of members in the company.



FOR AND ON BEHALF OF THE COMPANY

SANJAY VYAS DEEPAK PATEL DIRECTOR DIRECTOR Place : Ahmedabad Date : 01/04/2010