Directors Report of Pratik Panels Ltd.

Mar 31, 2023

The directors have great pleasure in presenting 34^th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the period ended 31^st March, 2023.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

PARTICULARS	YEAR ENDED
	31.03.2023	31.03.2022
Total Income	31,17,835	0
Gross Profit/(Loss) before Interest & Extraordinary Item	3,92,955	(14,88,455)
Less: Interest & Finance charges	0	0
Less: Extraordinary Item	0	0
Profit/(Loss) before Tax	3,92,955	(14,88,455)
Less: Provision for Income Tax	0	--
Add: Provision for Deferred tax	0	--
Profit/(Loss) after Tax	3,92,955	(14,88,455)

2. FINANCIAL PERFORMANCE

During the year under consideration, your company has incurred a profit of Rs. 3,92,955/- as against Loss of Rs. 14,88,455/- incurred in the previous Financial Year.

3. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the year, the Company had not ventured into any new business and had not carried out any business activities. New business avenues are still under consideration.

4. SHIFTING OF REGISTERED OFFICE

During the year under review, Company has not shifted its registered office address.

5. CHANGE IN NATURE OF BUSINESS

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

6. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY

Since the Company does not have any subsidiary, there is no requirement for consolidation of account and to provide statement containing the salient features of the financial statement of the subsidiary.

7. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND IOINT VENTURES

During the Financial Year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

8. DIVIDEND AND TRANSFER TO RESERVES

In view of the accumulated losses of the Company, your directors do not recommend any dividend for the year 2022-23 and no amount has been transferred to Reserve during the year 2022-23.

9. DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.

During the year board in its meeting held on 1^st September, 2022 had passed resolution for re-classification of its Promoters/Promoters Group from “Promoter” category to “public'' category. Company has filed the application for re-classification of its Promoters/Promoters Group from “Promoter” category to “public'' category on 19^th September, 2022 to Bombay Stock Exchange which is pending for approval with Bombay Stock Exchange as on the date of its report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in directors and KMP of the Company.

During the year, Mrs. Devyani Pankaj Mishra (DIN: 00731043) who was liable to retire by rotation during the year, being eligible for re-appointment offers herself for re-appointment, be and is hereby was re-appointed as a Director of the company.

None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013.

12. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Act.

13. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a), the details forming part of the extract of the annual return as on March 31, 2023, is uploaded on our website

https://www.pratikpanels.com/.

14. MEETINGS

The details of date of meetings of Board of Directors and its Committees along with the attendance of each director at the Meetings of the Board and Committees are annexed herewith as “Annexure III”. The intervening gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b) the directors had 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 at the end of the financial year and of the Loss of the Company for the period;

c) the directors had 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 on a going concern basis;

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

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.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year 2022-23.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at

https://www.pratikpanels.com/finance_docs/Nomination%20and%20Remuneration%20Pol icy.pdf.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, and investment made has been disclosed in the financial statements of the Company.

19. RELATED PARTY CONTRACTS

Particulars of contracts or arrangements with related parties referred in the section 188 (1) of the Companies Act, 2013 is prescribed Form AOC 2 is appended as “Annexure II”. to the Board Report.

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

During the year, company has not undertaken any operational activities. However, as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent applicable is annexed herewith as “Annexure I”.

21. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees, and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

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

During the year under review, Hon''ble NCLT Mumbai Bench has approved the reduction of paid-up share capital of face value from Rs.10/- per share to Rs.1/- per share vide its order dated 8^th July, 2022 and thus face value of shares of the Company stands reduced to Rs.1/- per share.

Other than above there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

23. INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company''s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.

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

Your directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The vigil mechanism is available on the Company''s website at www.pratikpanels.com

26. AUDITORS Statutory Auditors

M/s. R Shah & Co, Chartered Accountants (FRN 502010C) were appointed as Statutory Auditors of the company, at the 32^nd Annual General Meeting held on 30^th September, 2021 for a period of 5 years to hold office till the conclusion of 37th Annual General Meeting to be held in the year 2026.

However, as per the Companies Amendment Act, 2017 (Vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs) omits the provision related to annual ratification from the Companies Act, 2013 and the requirement of seeking ratification of appointment of

Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of ensuing AGM.

Secretarial Auditor

The Board had appointed M/s. HSPN & Associates LLP, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23 w.e.f 13^th August, 2022. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith as “Annexure IV”.

27. AUDITORS REPORT Statutory Auditor''s Report

There are no qualifications or adverse remarks in the Statutory Auditors'' Report which require any explanation from the Board of Directors.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors state that M/s. R. Shah & co, Chartered Accountants (Firm Registration No. 502010C)., Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.

Secretarial Auditor''s Report

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.

28. COST RECORDS:

The Company is not required to maintain Cost Records as specified by the Central Government under sub - section (1) of section 148 of the companies Act, 2013 as the Company has not carried out any business activity during the year.

29. CAPITAL:

During the year under review, Hon''ble NCLT Mumbai Bench has approved the reduction of paid-up share capital of face value from Rs.10/- per share to Rs.1/- per share vide its order dated 8th July, 2022 and thus face value of shares of the Company stands reduced to Rs.1/-per share. Pursuant to Hon''ble NCLT Mumbai Bench order board allotted 38,98,500 equity shares of Rs.1/- each on 21^st December, 2022 and Company has obtained the listing and trading approval of the said equity shares allotted.

Also, Company in its extra-ordinary general meeting held on 17^th March, 2023 passed special resolution for allotting 6,50,00,000 equity shares to public category of shareholders on preferential basis and passed ordinary resolution for increasing its authorised capital from Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares Rs.1/- each to Rs. 7,50,00,000 (Rupees Seven Crore Fifty Lakhs Only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares Rs.1/- each ranking pari passu in all respect with existing equity shares of the company.

Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 29^th March, 2023 has allotted 3,52,50,000 (Three Crore Fifty-Two Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17^th March, 2023. However, as on the date of this report, Company is in process of obtaining listing & trading approval from BSE.

Pursuant to Shareholders approval & in-principal approval granted by BSE, Board in its meeting held on 31^st March, 2023 has allotted 2,47,50,000 (Two Crore Forty-Seven Lakhs Fifty Thousand) equity shares of Rs.1 to public category of shareholders pursuant to special resolution passed in Extra-Ordinary General Meeting held on 17^th March, 2023. However, as on the date of this report, Company is in process of obtaining listing & trading approval from BSE.

The funds raised were entirely utilized to as per the object of the issue.

30. REGISTRAR & SHARE TRANSFER AGENT:

During the year under review, Board in its meeting held on 30^th September, 2022 approved changing of its RTA from M/s. Link Intime Private Limited to M/s. Purva Sharegistry (India) Private Limited. Accordingly, the RTA of the Company has been changed to M/s. Purva Sharegistry (India) Private Limited w.e.f 22^nd November, 2022.

31. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:

As per the applicable provisions of the Companies Act, 2013 and as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the Board.

There are currently three Committees of the Board, as follows:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders'' Relationship Committee

a) The Audit Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:

Sr. No.	Names Directors	Designation	Status
1.	Piyush Upadhyay	Independent Director	Chairman/ Independent
2.	Nikhil Vishambharlal Vyas	Independent Director	Independent/Member
3.	Devyani Pankaj Mishra	Non-Executive Director	Non-Executive/Member

b)	The Nomination and Remuneration Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:
	Sr. No.	Names Directors	Designation		Status
	1.	Piyush Upadhyay	Independent Director		Chairman/ Independent
	2.	Nikhil Vishambharlal Vyas	Independent Director		Independent/Member
	3.	Devyani Pankaj Mishra	Non-Executive Director		Non-Executive/Member
c)	The Stakeholders'' Relationship Committee consists of the following members Two Independent non-executive Director and One Non-Executive Director:
	Sr. No.	Names Directors		Designation		Status
	1.	Piyush Upadhyay		Independent Director		Chairman/ Independent
	2.	Nikhil Vishambharlal Vyas		Independent Director		Independent/Member
	3.	Devyani Pankaj Mishra		Non-Executive Director		Non-Executive/Member

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

33. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company.

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Mar 31, 2014

Dear members,

The Directors hereby present their Twenty Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs) Year ended Year ended 31-03-2014 31-03-2013

Sales and Other Income 29.73 431.24 Profit/(Loss) before Interest and (3.90) (116.99) Depreciation Less: Interest 0.85 28.49 Less: Depreciation 0.00 3.82 Profit/(Loss) before Tax (4.75) (149.30) Provision for Taxation 0.00 0.00 Profit/(Loss) After Tax (4.75) (149.30) Balance Brought Forward (336.82) (187.52) Balance carried over (341.57) (336.82)

OPERATIONS:

As intimated last year, the Company stopped all its activities at its plant and was successful in disposing off substantial stocks which enabled repayment of loans obtained from Central Bank of India. During the year too, a major part of the loans have been repaid. The Company is now in the process of exploring new avenues to revive its activities. Your Directors are confident of finding better avenues for the growth and profitability of the Company in the near future.

DIVIDEND:

In view of the losses sustained by the Company, your Directors do not recommend any dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Mr. Uttam B. Jain, Director of the Company retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. A brief profile of the Director is given in the explanatory statement to the notice of the ensuing AGM.

As of the date of this Report, Mr. Jayesh Shah and Mr. Giriraj Kumar Dammani are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Companies Act, 2013, it is proposed that these Directors be appointed as Independent Directors, to hold office for, for a term up to 31st March, 2019.

The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217( I )(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule, 1988 are given in Annexure A to this Report.

AUDITORS:

The Auditors of the Company, M/s. Sadani & Singhi, Chartered Accountants, having their office at Shridevi Shukla Apartment, Below State Bank of India, Kamptee Line, Rajnandgaon (C.G.) bearing registration No.004415C hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Your Directors recommend their re-appointment.

AUDITORS'' REPORT:

With regard to the remark of the Auditors concerning non-payment of outstanding statutory liabilities with respect to Provident Fund, ESIC, Sales-Tax etc., the Directors have to state that same could not be paid in time due to paucity of funds. However, the Company has now paid all the outstanding statutory liabilities except VAT and is making the necessary arrangements to clear this liability as well.

With regard to the remark of the Auditors concerning default in repayment of dues to the Bank, the Directors have to state that all the liabilities have been paid by the Company in the month of April, 2014.

SECRETARIAL COMPLIANCE CERTIFICATE:

The Compliance Certificate received in accordance with the provisions of section 383A(1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to the Directors'' Report as Annexure B.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared in compliance with the provisions stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchange is provided in Annexure D and forms a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made 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, 2014 and of its losses for the year ended on that date;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from the Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

FOR AND ON BEHALF OF THE BOARD,

Place: Mumbai (GUNWANTRAJ M. SINGHVI) Date: 11th August, 2014 Managing Director DIN: 00218731

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Mar 31, 2012

To The Members of Pratik Panels Limited

The Directors hereby present their Twenty Third Annual Report and the Audited Accounts for the year ended 31st March. 2012.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Year ended Year ended 31-03-2012 31-03-2011

Sales and Other Income 295.52 251.41

Profit/(Loss) before Interest and Depreciation 19.76 11.88

Less: Interest 33.62 34.90

Less: Depreciation 6.12 8.77

Profit/(Loss) before Tax (19.98) (31.79)

Provision for Taxation 0.00 0.00

Profit/(Loss) After Tax (19.98) (31.79)

Balance Brought Forward (167.54) (135.75)

Balance carried over (187.52) (167.54)

OPERATIONS:

The Company is not able to overcome the financial setback due to continued export market slump scenario combine with domestic market is also facing bleak scenario and company is not able to turn back from making losses due to interest burden The management is trying to overcome this continued slump situation.

DIVIDEND:

In view of the losses sustained by the Company, your Directors could not recommend any dividend for the year under review.

FIXED DEPOSITS:

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

INDUSTRIAL RELATIONS:

The Company has been continuously attempting to improve employee skills and productivity. Industrial relations generally remained cordial and satisfactory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSQRPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217( I )(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule, 1988 are given in AnnexureA to this Report.

AUDITORS:

Auditors, M/s. Sadani & Singhi, Chartered Accountants,Shridevi Shukla Appartment Below State Bank of India, Kamptee Line, Rajnandgaon (C.G) bearing registration No 73007 hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224( 1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment

AUDITORS'REPORT:

The observation made by the Auditors of the Company in their report read with the notes on Accounts, are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with the provisions of section 383A (1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors Report as Annexure B.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared on compliance with the provisions stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges is given in Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is provided in Annexure D and forms a part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of its losses for the year ended on that date;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

Place: Raipur

Dated: 31st May, 2012. FOR AND ON BEHALF OF THE BOARD (GUNWANTRAJ M. SINGHVI)

Managing Director

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Mar 31, 2011

The Members,

The Directors hereby present their Twenty Second Annual Report and the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: (Rupees in Lakhs)

Year ended Year ended 31-03-2011 31-03-2010

Sales and Other Income 251.41 215.39

Profit/(Loss) before Interest and Depreciation 11.88 19 10

Less: Interest 34.09 43.30

Less: Depreciation 8.77 8.78

ProfitV(Loss) before Tax (31.79) (32.98)

Provision for Taxation 0.00 0.26

Profit/(Loss) After Tax (31.79) (33 24)

Balance Brought Forward (135.75) (102.51)

Balance carried over (167.54) (135.75)

OPERATIONS:

The Company has some setback due to continued slack in Exports due to slack in USA & European market but the company has done goods progress in domestic market. The Company has put up two CNC machines and one Laser machine to enhance scope both in Domestic & Export market.

DIVIDEND:

In view of the losses sustained by the Company, your Directors have not recommended any dividend for the year under review.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act, 1956.

INDUSTRIAL RELATIONS:

The Company has been continuously attempting to improve employee skills and productivity. Industrial relations generally remained cordial and satisfactory.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217(1)(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule, 1988 are given in Annexure A to this Report.

AUDITORS

Auditors, M/s. Sadani & Singhi, Chartered Accountants, retire and offer themselves for re-appointment.

AUDITORS' REPORT:

The observation made by the Auditors of the Company in their report read with the notes on Accounts, are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with the provisions of section 383A (1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors Report as Annexure B.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared on compliance with the provisions stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges is given in Annexure C to this Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is provided in Annexure D and forms a part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2011 and of its losses for the year ended on that date;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

FOR AND ON BEHALF OF THE BOARD,

GUNWANTRAJ M. SINGHVI Place: MUMBAI MANAGING DIRECTOR Dated: 26th April, 2011.

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Mar 31, 2010

The Directors hereby present their Twenty First Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Year ended Year ended 31-03-2010 31-03-2009

Sales and Other Income 215.39 375.02

Profit/(Loss) before Interest and Depreciation 19.10 (3.30)

Less: Interest 43.30 62.98

Less: Depreciation 8.78 7.58

Profit/(Loss) before Tax (32.98) (73.86)

Provision for Taxation 0.26 0.28

Profit/(Loss) After Tax (33.24) (74.14)

Balance Brought Forward (102.51) (28.37)

Balance carried over (135.75) (102.51)



OPERATIONS

Recessionary trend is world economy has effected companys export drive very hard and the company is trying very hard to keep financial from going down words.

DIVIDEND :

In view of the losses sustained by the Company, your Directors have not recommended any dividend for the year under review.

FIXED DEPOSITS :

The Company has neither invited nor accepted any deposits from public during the year under review under the Companies (Acceptance of Deposit) Rules, 1975 read with Section 58A of the Companies Act. 1956.

INDUSTRIAL RELATIONS :

The Company has been continuously attempting to improve employee skills and productivity, industrial relations generally remained cordial and satisfactory.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendment) Rules, 1975 as amended is not applicable as none of the employees is entitled to a remuneration of Rs. 24 lacs or more per year or Rs. 2 lacs or more per month.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information under Section 217(1)(e) read with the Companies (Disclosure of particulars in report of the Board of Directors) Rule. 1988 are given in Annexure A to this Recall.

AUDITORS:

Auditors, M/s. Sadani & Singni, Chartered Accountants, retire and offer themselves for re-appointment.

AUDITORS REPORT:

The observation made by the Auditors of the Company in their report read with the notes on Accounts, are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE :

The Compliance Certificate received in accordance with the provisions of section 383A(1) of the Act read with the Companies (Compliance Certificate) Rules 2001 being attached to the Directors Report as Annexure B. The said Compliance Certificate is self explanatory and needs no comments.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance prepared on compliance with the provisions stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges is given in Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is provided in Annexure D and forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that judgments and estimates made 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, 2010 and of its profit for the year ended on that date;

(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and co-operation received from Central Bank of India, the Central and State Government departments, customers and suppliers. We also convey our heartfelt thanks to the Shareholders for their unfailing trust, confidence and encouragement. The Directors place on record their appreciation of the contribution made by the employees and the management.

Place: Raipur FOR AND ON BEHALF OF THE BOARD,

Dated: 31stMay, 2010

JASWANTRAJ M. SINGHVI

EXECUTIVE DIRECTOR