Directors Report of Rajvi Logitrade Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting 38^th
ANNUAL REPORT along with the Audited Balance
Sheet and Statement of Profit And Loss, for the year
ended 31^st March, 2025.

SUMMARISED FINANCIAL HIGHLIGHTS:

The financial Results of the Company are briefly
summarized as under:

PARTICULARS	YEAR ENDED	Rs in Lakhs)
	2024-2025	2023-2024
Total Income	4304.82	3091.31
Total Expenditure	4158.39	2989.38
Profit/(Loss) before Taxation	146.43	101.93
Tax expenses	37.06	25
Profit/(Loss) after Taxation	109.37	76.93
Profit/(Loss) brought forward	(34.23)	(111.16)
Balance carried to Balance Sheet	75.13	(34.23)

REVIEW OF OPERATIONS & OTHERS:

The Company has achieved Total Income of Rs.
4304.82 Lacs during the year under review mainly
contributed by the road transport business,
corresponding Net profit totaled Rs. 109.37/- Lacs
driven by raised activity level.

DIVIDEND:

With the intention to plough back the profit, no
dividend has been proposed for 2025.

TRANSFER TO RESERVES:

There were no appropriations to/from the general
reserves of the Company during the year under
review.

SHARE CAPITAL:

During the year under review, there was no change
in the authorized and paid-up share capital of the
Company. The equity authorized share capital of
your Company is 2.5 crore and paid-up equity share
capital of your Company is 1 crore.

The board of directors of the Company, in their
meeting held on 16th February, 2024 have approved
a issuance of upto 90,00,000 Warrants, each are
convertible into fully paid-up Equity Shares of the
Company, on preferential basis to the Promoter and

Non - Promoter Category, up to an amount of Rs.
900 lakhs, at a issuance price of Rs. 10.00 per
Warrants (derived pursuant to SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018).
Equity shares issued upon exercise of Warrants,
shall rank pari-passu to existing equity shares of the
Company. Shareholders of the Company, in Extra¬
ordinary General Meeting held on 20th March, 2024,
approved the issuance of Warrants on preferential
basis. During the quarter ended 31st March, 2024,
the Company has received an aggregate
consideration of Rs.217.27 lakhs towards minimum
25% of the Total Consideration for 86,90,976
Warrants. The board of directors of the company, in
their meeting held on 28th March, 2024 have allotted
86,90,976 Fully Convertible Warrants.

The said warrant can be converted into equity shares
within a period of 18 months. As on 31st March 2025,
the said 86,90,976 warrants remain outstanding and
have not been converted into equity shares.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from
public and as such, no amount on account of
principal or interest on deposits from public, was
outstanding as on the date of the balance sheet.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management''s Discussion and Analysis Report for
the year under review, as stipulated under
Regulation 34 (2) of SEBI Listing Regulations read
with Schedule V thereto, is presented in a separate
report forming part of this Annual Report.

CORPORATE_GOVERNANCE_AND

SHAREHOLDERS INFORMATION:

The paid up equity share capital of the Company is
not exceeding rupees ten crores and net worth is not
exceeding rupees twenty five crores, as on the last
day of the previous financial year, hence corporate
governance provisions of SEBI (LODR) Regulations,
2015, is not applicable on company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual
Listing Fees for the year 2024-2025 to Bombay Stock
Exchange (BSE) where the Company''s securities are
listed.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 8 times during the
financial year from 1^st April, 2024 to 31^st March,
2025. The Meetings of Board of Directors were held
on 30/04/2024, 09/05/2024, 09/08/2024, 03/09/2024,
13/09/2024, 11/11/2024, 12/02/2025 and 24/03/2025.

Audit committee constituted by the Board of Directors
consists of three directors majority of them are
independent directors. The composition of audit
committee is:

Mrs. Arpana Sandeep Shah	Chairman
Mr. Dharmesh K. Barot	Member
Mr. Dipendra Tak	Member

The committee duly met 4 times during the financial
year from 1^st April, 2024 to 31^st March, 2025. The
meeting were held on 08/05/2024, 03/08/2024,
09/11/2024, 10/02/2025.

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration
committee is:

Mr. Amar N. Pal	Chairman
Mr. Dharmesh K. Barot	Member
Mrs. Rajvi Maulin Acharya	Member

The committee duly met 1 time during the financial
year from 1^st April, 2024 to 31^st March, 2025. The
meeting were held on 22/04/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders'' relationship
committee is:

Mrs. Arpana Sandeep Shah	Chairman
Mr. Amar N. Pal	Member
Mrs. Rajvi Maulin Acharya	Member

The committee duly met 4 times during the financial
year from 1^st April, 2024 to 31^st March, 2025. The
meeting were held on 15/04/2024, 16/07/2024,
20/10/2024 and 15/01/2025.

DETAILS OF DIRECTORS OR KMP WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE
YEAR:

Appointment:

During the year under review, following changes took
place in the Directorships and Key Managerial
Personnel

Mr. Dipendra Tak was appointed as Chief Financial
Officer w.e.f. 30/04/2024.

As per the provision of Section 152 of the act Mrs.
Rajvi Maulin Acharya (Din: 10485013) director of the
company retires by rotation at the ensuing Annual
General Meeting and being eligible had offered herself
for re-appointment. Your Directors recommend her
reappointment.

Pursuant to Section 134(5)(c) of the Companies Act,
2013, Directors hereby confirm the following:

a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures; if any

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 at the end of the financial year and
of the profit and loss of the company for that
period;

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

d) the directors have prepared the annual
accounts 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 were operating effectively; and

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

DECLARATION BY AN INDEPENDENT
DIRECTOR(S):

The Company has received declarations from all the
Independent Directors under Section 149(7) of the
Act and Rule 6(3) of the Companies (Appointment
and Qualification of Directors), Rules 2014, read with
the Listing Regulations, confirming that they meet the
criteria of independence as laid down in Section
149(6) of the Act and Regulation 16(1) (b) of the
Listing Regulations and that they are not aware of
any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence.

The above declarations were placed before the
Board and in the opinion of the Board, there has
been no change in the circumstances which may
affect their status as Independent Directors of the
Company and the Board is satisfied of the integrity,
expertise and experience (including proficiency in
terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the
Board. None of the Director(s) is disqualified as on
report date, in terms of Section 164(2) of the Act,
from being appointed as a Director.

STATUTORY AUDITORS AND AUDIT REPORT:

At the 35^th Annual General Meeting held on 30^th
September,2022 the Shareholders approved the
appointment of M/s. Prakash Tekwani & Associates,
Chartered Accountants, (Firm Registration No.
120253W), as a Statutory Auditor of the Company, to
hold office for a period of Five (5) years commencing
from the conclusion of that AGM till the conclusion of
the AGM of the Company to be held in the year
2027.

SECRETARIAL AUDITORS:

According to the provision of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Secretarial
Audit Report submitted by Company Secretary in
Practice is enclosed as a part of this report
Annexure- A.

According to the provision of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your directors
have appointed M/s. Jogi Dipak & Co., Company
Secretary, Gandhidham as Secretarial Auditor of the
Company for a period of 5 year from F.Y 2024-2025
till 2028-2029.

There is no qualification and adverse remarks except
that Management has not provided with the detail
regarding appointment of internal auditor as per the
provision of Section 138 of the Companies Act,
2013.However as provided in the Caro Report the
management has informed that company has internal
audit system in place however company was not able
to obtain the internal audit report.

AUDIT OBSERVATIONS:

The Statutory Auditor has issued report on the
standalone Financial Statements for the financial
year ended 31st March, 2025, with an unmodified
opinion but contains disclaimer remark that the
Company has an internal audit system in place
however, we have not been provided with copy of
said audit reports.

The management clarified that due to unavoidable
circumstances company was not able to obtain the
internal audit report at the time of finalization of
audited financials, hence the same was not provided
to auditor for consideration.

The Auditors'' Report is enclosed with the Financial
Statements in this Annual Report.

COST RECORDS

The provisions for maintenance of cost records and
requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not

applicable for the business activities carried out by
the Company.

CONSERVATION OF ENERGY & TECHNOLOGY
ABSORBTION:

Since the Company is not a manufacturing unit
provisions of Section 134 (3)(m) of the Companies
Act, 2013, read with rules 8 of the Companies
(Accounts) Rules, 2014 regarding conservation of
energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility is
not applicable to your Company, hence the Company
has not developed and implemented any Corporate
Social Responsibility policy and committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuance to the provisions of section 177(9) &
(10) of the Companies Act, 2013, a Vigil Mechanism
for employees and directors to report genuine
concerns has been established. The Vigil Mechanism
Policy has been uploaded on the website of the
Company at www.raivilogitrade.com.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party
transactions undertaken by the Company during the
financial year.

The details of related party transactions are
disclosed in Notes, forming a part of the financial
statements and annexed as a part of this report in
AOC- 2.

All the related party transactions entered into by the
Company are in the ordinary course of business and
on an arm''s length basis, for which requisite prior
approvals from the Audit Committee and the Board of
Directors were obtained.

The policy on Related Party Transactions as
approved by the Board is uploaded on the
Company''s website at www.raivilogitrade.com. None
of the Directors has any pecuniary relationships or
transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN:

A copy of the Annual Return of the Company
containing the particulars prescribed u/s 92 of the
Companies Act, 2013, in Form MGT-7, as of the end
of the financial year i.e. 31st March, 2025 will be
uploaded on the website of the Company at
www.raivilogitrade.com.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The company has not given any loans or guarantees
or made investments covered under the provisions of
section 186 of the Companies Act, 2013.

REMUNERATION OF DIRECTORS/KEY
MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No remuneration is being paid to the Managing
Director or any other Director of the Company. The
information required pursuant to Section 197(12)
read with rule 5(1) of the Companies (Appointment
and Remuneration) Rules, 2014 in respect of
Directors/Employees is furnished hereunder:

A) The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company for the financial year: No remuneration is
being paid to any director of the company

B) The percentage increase in remuneration of each
Director, Chief Financial Officer and Company
Secretary during the of financial year 2024-2025

Name of Director / KMP and Designation	Remuneration of Director /KMP for F.Y. 2024-2025 (Rs. In Lacs)	% increase in Remuneration in the F.Y. 2024-2025
Jagdish Dodia (Managing Director)		Nil
Dipendra Tak (Whole Time Director)		Nil
Chirag Hasija		Nil
Rajvi Acharya		Nil
Jagdish Dodia CEO	30	Nil
Dipendra Tak	16.50	Nil

CFO
Sapna Tolani (Company Secretary)	2.41	Nil

C) The percentage increase in the median
remuneration of the employees in the financial year:
Nil

D) The number of permanent employees on the rolls
of Company: 18

It is hereby affirmed that the remuneration paid is as
per the remuneration policy for Directors, Key
Managerial Personnel and other Employees.

Disclosure under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

A. Employed for the entire financial year under review
and were in receipt of Remuneration of not less
than 1,02,00,000 p.a.- NIL

B. Employed for the part of the financial year under
review and were in receipt of Remuneration of not
less than 8,50,000 per month:- NIL

C. None of the employees are drawing remuneration
in excess of that drawn by the Managing Director
and does not hold by himself/ herself or along with
his/her spouse and dependent children more than
2% of the equity shares of the Company.

Risk Evaluation and Management:

Business Risk Evaluation and Management is an
ongoing process within the organization. The
Company has a comprehensive risk management
framework to identify, monitor, and minimize risks,
while identifying business opportunities.

THE CHANGE IN NATURE OF BUSINESS:

No change occurred in the nature of the business of
the Company during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT
VENTURES OR ASSOCIATE COMPANIES:

No company has become or ceased to be its subsidiary, joint ventures or associate company during the year under
review.

COMPANY’S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The Company''s policy on Directors'' appointment and
remuneration and other matters provided in Section
178(3) of the Companies Act, 2013, is available on
the website of the Company at
www.raivilogitrade.com.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and
Regulation of SEBI (Listing Obligation and Disclosure

Requirement) Regulations, 2015, the performance
evaluation was carried out as under:

The Board:

The Board of Directors evaluated the performance of
the Board, having regard to various criteria such as
Board composition, Board processes, etc. The
Independent Directors, at their separate meetings
held on 13/01/2025, also evaluated the performance
of the Board as a whole based on various criteria. The
area of improvements as highlighted by the evaluation
exercise has been implemented to further strengthen
the Board function.

Committees of the Board:

The performance of the Audit Committee, Nomination
and Remuneration Committee and the Stakeholders
Relationship Committee was evaluated by the Board
having regard to various criteria such as committee
composition, committee processes, committee
dynamics etc. The Board was of the unanimous view
that all the committees were performing their functions
satisfactorily and according to the mandate prescribed
by the Board under the regulatory requirements
including the provisions of the Act.

Individual Directors:

Independent Directors:

The performance of each independent director was
evaluated by the entire Board of Directors (excluding
the director being evaluated) on various parameters
like engagement, leadership, analysis, decision
making, communication, governance and interest of
stakeholders. The Board was of the unanimous view
that each independent director has brought his/her
rich experience to the deliberations of the Board. The
Board also appreciated the contribution made by all
the independent directors in guiding the management
in achieving higher growth and concluded that
continuance of each independent director on the
Board will be in the interest of the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards during the Financial Year 2024¬
2025

DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and
conducive work environment to its employees.The
Company has adopted the policy on Prevention of
Sexual Harassment at work place in compliance
with the requirements under the Sexual Harassment
of Women at work place (Prevention, Prohibition,
Redressal) Act, 2013. The Internal Compliant
Committee (ICC) has been set up to redress the
complaints under the Policy. During the year under
review, the Company has not received any complaint
under the Policy.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS

The Statutory Auditor has not reported any instances
of fraud committed against the Company, by its
officers or employees as specified under Section

143(12) of the Act and therefore, no detail is required
to be disclosed under Section 134 (3)(ca) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

During the financial year 2024-2025 no significant
and material order passed by the regulators / courts /
tribunals impacting the going concern status and
Company''s operations in future

MATERIAL CHANGES AND COMMITMENT
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which this financial
statement relates and the date of this report.

PROCEEDING OR SETTLEMENT UNDER
INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have
been initiated against the Company under the
Insolvency and Bankruptcy Code, 2016, and no
proceedings under the Insolvency and Bankruptcy
Code, 2016 were pending at the end of the year.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company has not
made any valuation or one time settlement, as
prescribed under Section 134 of the Act read with
Rule 8(5) of the Companies (Accounts) Rules, 2014.

ACKNOWLDEGEMENTS

Your Directors express their appreciation for the
dedicated and sincere services rendered by the
employees of the Company and also sincerely thanks
the shareholders for the confidence reposed by them
in the Company and for the continued support and
co-operation extended by them.

By Order Of the Board
RAJVI LOGITRADE LIMITED

(Jagdish Dodia) (Dipendra Tak)

Managing Director Whole Time Director

DIN.02487910 DIN. 09047265

Date: 06/09/2025 Place: Gandhidham.

---

Mar 31, 2024

Your Directors have great pleasure in presenting
37^th ANNUAL REPORT along with the Audited
Balance Sheet and Statement of Profit And Loss, for
the year ended 31^st March, 2024.

SUMMARISED FINANCIAL HIGHLIGHTS:

The financial Results of the Company are briefly
summarized as under:

PARTICULARS	YEAR ENDED (Rs in Lakhs)
	2023-2024	2022-2023
Total Income	3091.31	1613.65
Total Expenditure	2989.38	1590.72
Profit/(Loss) before Taxation	101.93	22.93
Tax expenses	25	5
Profit/(Loss) after Taxation	76.93	17.93
Profit/(Loss) brought forward	(111.16)	(129.09)
Balance carried to Balance Sheet	(34.23)	(111.16)

REVIEW OF OPERATIONS & OTHERS:

The Company has achieved Total Income of Rs.
3091.31 Lacs during the year under review
contributed by the road transport business,
corresponding Net profit totaled Rs. 76.93/- Lacs
mainly driven by raised activity level.

DIVIDEND:

With the intention to plough back the profit, no
dividend has been proposed for 2024.

TRANSFER TO RESERVES:

There were no appropriations to/from the general
reserves of the Company during the year under
review.

SHARE CAPITAL:

During the year under review, there was no change
in the authorized and paid-up share capital of the
Company. The equity authorized share capital of
your Company is 2.5 crore and paid-up equity share
capital of your Company is 1 crore.

The board of directors of the Company, in their
meeting held on 16th February, 2024 have approved
a issuance of upto 90,00,000 Warrants, each are
convertible into fully paid-up Equity Shares of the
Company, on preferential basis to the Promoter and
Non - Promoter Category, up to an amount of Rs.
900 lakhs, at a issuance price of Rs. 10.00 per
Warrants (derived pursuant to SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018).
Equity shares issued upon exercise of Warrants,
shall rank pari-passu to existing equity shares of the
Company. Shareholders of the Company, in Extra¬
ordinary General Meeting held on 20th March, 2024,
approved the issuance of Warrants on preferential
basis. During the quarter ended 31st March, 2024,
the Company has received an aggregate
consideration of Rs.217.27 lakhs towards minimum
25% of the Total Consideration for 86,90,976
Warrants. The board of directors of the company, in
their meeting held on 28th March, 2024 have allotted
86,90,976 Fully Convertible Warrants.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from
public and as such, no amount on account of
principal or interest on deposits from public, was
outstanding as on the date of the balance sheet.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management’s Discussion and Analysis Report for
the year under review, as stipulated under
Regulation 34 (2) of SEBI Listing Regulations read
with Schedule V thereto, is presented in a separate
report forming part of this Annual Report.

NAME CHANGE

The Company has changed its name from
“Suryakrupa Finance Limited” to “Rajvi Logitrade
Limited” pursuant to the special resolution passed by
the shareholders of the company at its extra-ordinary
general meeting held on 13^th May, 2023.The change
in name was approved by the Registrar of
Companies, by issuing a new certificate of
Incorporation dated 17/05/2023.

CORPORATE_GOVERNANCE_AND

SHAREHOLDERS INFORMATION:

The paid up equity share capital of the Company is
not exceeding rupees ten crores and net worth is not
exceeding rupees twenty five crores, as on the last
day of the previous financial year, hence corporate
governance provisions of SEBI (LODR) Regulations,
2015, is not applicable on company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual
Listing Fees for the year 2023-2024 to Bombay Stock
Exchange (BSE) where the Company’s securities are
listed.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 10 times during the
financial year from 1^st April, 2023 to 31^st March,
2024. The Meetings of Board of Directors were held
on 10/04/2023, 21/04/2023, 12/05/2023, 11/08/2023,
01/09/2023, 20/10/2023, 09/11/2023, 05/02/2024,
16/02/2024 and 28/03/2024.

AUDIT COMMITTEE

Audit committee constituted by the Board of Directors
consists of three directors majority of them are
independent directors. The composition of audit
committee is:

Mrs. Arpana Sandeep Shah	Chairman
Mr. Dharmesh K. Barot	Member
Mr. Dipendra Tak	Member

Mr. Dipendra Tak was appointed as member of the
committee w.e.f 16/02/2024.

Mr. Narendrasinh Dalpatsinh Rana ceased from the
position of Committee member w.e.f 08/02/2024.

The committee duly met 5 times during the financial
year from 1^st April, 2023 to 31^st March, 2024. The
meeting were held on 12/05/2023, 11/08/2023,
09/11/2023, 05/02/2024 and 09/02/2024.

NOMINATION & REMUNERATION COMMITTEE

The Composition of nomination & remuneration
committee is:

Mr. Amar N. Pal	Chairman
Mr. Dharmesh K. Barot	Member
Mrs. Rajvi Maulin Acharya	Member

Ms. Rajvi Maulin Acharya was appointed as member
of the committee w.e.f 16/02/2024.

Mr. Narendrasinh Dalpatsinh Rana ceased from the
position of Committee member w.e.f 08/02/2024.

The committee duly met 3 times during the financial
year from 1^st April, 2023 to 31^st March, 2024. The
meeting were held on 06/04/2023, 31/08/2023 and
01/02/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of stakeholders’ relationship
committee is:

Mrs. Arpana Sandeep Shah	Chairman
Mr. Amar N. Pal	Member
Mrs. Rajvi Maulin Acharya	Member

Mrs. Arpana Sandeep Shah was appointed as
Chairman of the committee w.e.f 16/02/2024.

Ms. Rajvi Maulin Acharya was appointed as member
of the committee w.e.f 16/02/2024.

Mr. Chirag Hasija ceased to the Chairman of the
committee w.e.f 16/02/2024.

Mr. Dhaval Bhavesh Acharya ceased to the member
of the committee w.e.f 16/02/2024.

The committee duly met 4 times during the financial
year from 1^st April, 2023 to 31^st March, 2024. The
meeting were held on 17/04/2023, 18/07/2023,
15/10/2023 and 19/01/2024.

DETAILS OF DIRECTORS OR KMP WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE
YEAR:

Appointment:

During the year under review, following changes took
place in the Directorships and Key Managerial
Personnel

Mr. Chirag Hasija (Din: 09817934) was appointed as
additional director on the Board of the Company w.e.f.
28th December, 2022. His appointment was approved
by the shareholders by passing a ordinary resolution in
the Extra-Ordinary General Meeting held on May 13,
2023.

Mr. Dhaval Acharya (Din: 00010406) was appointed as
Additional Director on the Board of the Company w.e.f.
10^th April, 2023. His appointment was approved by the
shareholders by passing a ordinary resolution in the
Extra-Ordinary General Meeting held on May 13, 2023

Mrs. Arpana Sandeep Shah (Din: 07414319) was
appointed as additional director w.e.f. 28th December,
2022. Her appointment were approved by the
shareholders by passing a ordinary resolution in the
Extra-Ordinary General Meeting held on May 13, 2023

Mr. Dipendra Tak (Din: 09047265) was appointed as
additional director w.e.f. 01/09/2023. His appointment
was approved by the shareholders in the Annual
General Meeting held on September 30, 2023.

Mr. Jagdish Gangdasbhai Dodia (Din: 02487910 ) was
appointed as additional director w.e.f. 01/09/2023. His
appointment was approved by the shareholders in the
Annual General Meeting held on September 30, 2023.

Ms. Rajvi Maulin Acharya (DIN: 10485013) was
appointed as additional director w.e.f. 05/02/2024. Her
appointment were approved by the shareholders by

passing a Ordinary resolution in the Extra-Ordinary
General Meeting held on March 20, 2024

Mrs. Sapna Jagdish Tolani was appointed as
Company Secretary w.e.f 20/10/2023.

Change in designation:

Designation of Mr. Dipendra Tak (Din: 09047265) was
changed from director to Whole Time Director w.e.f.
30/09/2023. Change in his designation was approved
by the shareholders by passing an ordinary resolution
in the Annual General Meeting held on 30/09/2023.

Designation of Mr. Jagdish Gangdasbhai Dodia (Din:
02487910 ) was changed from director to Managing
Director w.e.f. 30/09/2023. Change in his designation
was approved by the shareholders by passing an
ordinary resolution in the Annual General Meeting held
on 30/09/2023.

Cessation:

Mr. Maulin Bhavesh Acharya (Din: 00010405) resigned
as Non-Executive Director w.e.f. 01^st May, 2023.

Mr. Dhaval Acharya (Din: 00010406) resigned as Non¬
Executive Director w.e.f. 08^th February, 2024.

Mr. Narendrasinh Dalpatsinh Rana resigned as
Director & CFO w.e.f 08^th February, 2024.

Mrs. Akansha Pithaliya resigned as Company
Secretary w.e.f 31/08/2023.

As per the provision of Section 152 of the act Mr.
Chirag Hasija (Din: 09817934) director of the
company retires by rotation at the ensuing Annual
General Meeting and being eligible had offered himself
for re-appointment. Your Directors recommend his
reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5)(c) of the Companies Act,
2013, Directors hereby confirm the following:

a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures; if any

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 at the end of the financial year and
of the profit and loss of the company for that
period;

c) the directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for

safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) the directors have prepared the annual
accounts 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 were operating effectively; and

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

DECLARATION BY AN INDEPENDENT
DIRECTOR(S):

The Company has received declarations from all the
Independent Directors under Section 149(7) of the
Act and Rule 6(3) of the Companies (Appointment
and Qualification of Directors), Rules 2014, read with
the Listing Regulations, confirming that they meet the
criteria of independence as laid down in Section
149(6) of the Act and Regulation 16(1) (b) of the
Listing Regulations and that they are not aware of
any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence.

The above declarations were placed before the
Board and in the opinion of the Board, there has
been no change in the circumstances which may
affect their status as Independent Directors of the
Company and the Board is satisfied of the integrity,
expertise and experience (including proficiency in
terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the
Board. None of the Director(s) is disqualified as on
report date, in terms of Section 164(2) of the Act,
from being appointed as a Director.

STATUTORY AUDITORS AND AUDIT REPORT:

At the 35^th Annual General Meeting held on 30^th
September,2022 the Shareholders approved the
appointment of M/s. Prakash Tekwani & Associates,
Chartered Accountants, (Firm Registration No.
120253W), as a Statutory Auditor of the Company, to
hold office for a period of Five (5) years commencing
from the conclusion of that AGM till the conclusion of
the AGM of the Company to be held in the year
2027.

SECRETARIAL AUDITORS:

According to the provision of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Secretarial
Audit Report submitted by Company Secretary in
Practice is enclosed as a part of this report
Annexure- A.

According to the provision of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your directors
have appointed M/s. Jogi Dipak & Co., Company
Secretary, Gandhidham as Secretarial Auditor of the
Company.

There is no qualification and adverse remarks except
that Management has not provided with the detail
regarding appointment of internal auditor as per the
provision of Section 138 of the Companies Act,
2013.However as provided in the Caro Report the
management has informed that company has internal
audit system in place however company was not able
to obtain the internal audit report.

AUDIT OBSERVATIONS:

The Statutory Auditor has issued report on the
standalone Financial Statements for the financial
year ended 31st March, 2024, with an unmodified
opinion but contains disclaimer remark that the
Company has an internal audit system in place
however, we have not been provided with copy of
said audit reports.

The management clarified that due to unavoidable
circumstances company was not able to obtain the
internal audit report at the time of finalization of
audited financials, hence the same was not provided
to auditor for consideration.

The Auditors’ Report is enclosed with the Financial
Statements in this Annual Report.

COST RECORDS

The provisions for maintenance of cost records and
requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not
applicable for the business activities carried out by
the Company.

CONSERVATION OF ENERGY & TECHNOLOGY
ABSORBTION:

Since the Company is not a manufacturing unit
provisions of Section 134 (3)(m) of the Companies
Act, 2013, read with rules 8 of the Companies
(Accounts) Rules, 2014 regarding conservation of
energy, technology absorption is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility is
not applicable to your Company, hence the Company

has not developed and implemented any Corporate
Social Responsibility policy and committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuance to the provisions of section 177(9) &
(10) of the Companies Act, 2013, a Vigil Mechanism
for employees and directors to report genuine
concerns has been established. The Vigil Mechanism
Policy has been uploaded on the website of the
Company at www.raivilogitrade.com.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party
transactions undertaken by the Company during the
financial year.

The details of related party transactions are
disclosed in Notes, forming a part of the financial
statements and annexed as a part of this report in
AOC- 2.

All the related party transactions entered into by the
Company are in the ordinary course of business and
on an arm’s length basis, for which requisite prior
approvals from the Audit Committee and the Board of
Directors were obtained.

The policy on Related Party Transactions as
approved by the Board is uploaded on the
Company’s website at www.raivilogitrade.com. None
of the Directors has any pecuniary relationships or
transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN:

A copy of the Annual Return of the Company
containing the particulars prescribed u/s 92 of the
Companies Act, 2013, in Form MGT-7, as of the end
of the financial year i.e. 31st March, 2024 will be
uploaded on the website of the Company at
www.raivilogitrade.com.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The company has not given any loans or guarantees
or made investments covered under the provisions of
section 186 of the Companies Act, 2013.

REMUNERATION OF DIRECTORS/KEY
MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No remuneration is being paid to the Managing
Director or any other Director of the Company. The
information required pursuant to Section 197(12)
read with rule 5(1) of the Companies (Appointment
and Remuneration) Rules, 2014 in respect of
Directors/Employees is furnished hereunder:

A) The ratio of the remuneration of each director to
the median remuneration of the employees of the

Company for the financial year: No remuneration is
being paid to any director of the company

B) The percentage increase in remuneration of each
Director, Chief Financial Officer and Company
Secretary during the of financial year 2023-2024

Name of Director / KMP and Designation	Remuneration of Director /KMP for F.Y. 2023-2024 (Rs. In Lacs)	% increase in Remuneration in the F.Y. 2023-2024
Jagdish Dodia Managing Director		Nil
Dipendra Tak Whole Time Director		Nil
Chirag Hasija		Nil
Rajvi Acharya		Nil
Jagdish Dodia CEO	30	Nil
Sapna Tolani Company Secretary	2.41	Nil

C) The percentage increase in the median
remuneration of the employees in the financial year:
Nil

D) The number of permanent employees on the rolls
of Company: 13

It is hereby affirmed that the remuneration paid is as
per the remuneration policy for Directors, Key
Managerial Personnel and other Employees.

Disclosure under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

A. Employed for the entire financial year under review
and were in receipt of Remuneration of not less
than 1,02,00,000 p.a.- NIL

B. Employed for the part of the financial year under
review and were in receipt of Remuneration of not
less than 8,50,000 per month:- NIL

C. None of the employees are drawing remuneration
in excess of that drawn by the Managing Director
and does not hold by himself/ herself or along with
his/her spouse and dependent children more than
2% of the equity shares of the Company.

Risk Evaluation and Management:

Business Risk Evaluation and Management is an
ongoing process within the organization. The
Company has a comprehensive risk management
framework to identify, monitor, and minimize risks,
while identifying business opportunities.

THE CHANGE IN NATURE OF BUSINESS:

No change occurred in the nature of the business of
the Company during the year.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT
VENTURES OR ASSOCIATE COMPANIES:

No company has become or ceased to be its subsidiary, joint ventures or associate company during the year under
review.

COMPANY''S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The Company’s policy on Directors’ appointment and
remuneration and other matters provided in Section
178(3) of the Companies Act, 2013, is available on
the website of the Company at
www.raivilogitrade.com

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and
Regulation of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the performance
evaluation was carried out as under:

The Board:

The Board of Directors evaluated the performance of
the Board, having regard to various criteria such as
Board composition, Board processes, etc. The
Independent Directors, at their separate meetings
held on 12/02/2024, also evaluated the performance
of the Board as a whole based on various criteria. The

area of improvements as highlighted by the evaluation
exercise has been implemented to further strengthen
the Board function.

Committees of the Board:

The performance of the Audit Committee, Nomination
and Remuneration Committee and the Stakeholders
Relationship Committee was evaluated by the Board
having regard to various criteria such as committee
composition, committee processes, committee
dynamics etc. The Board was of the unanimous view
that all the committees were performing their functions
satisfactorily and according to the mandate prescribed
by the Board under the regulatory requirements
including the provisions of the Act.

Individual Directors:

Independent Directors:

The performance of each independent director was
evaluated by the entire Board of Directors (excluding
the director being evaluated) on various parameters
like engagement, leadership, analysis, decision
making, communication, governance and interest of

stakeholders. The Board was of the unanimous view
that each independent director has brought his/her
rich experience to the deliberations of the Board. The
Board also appreciated the contribution made by all
the independent directors in guiding the management
in achieving higher growth and concluded that
continuance of each independent director on the
Board will be in the interest of the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards during the Financial Year 2023¬
2024.

DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and
conducive work environment to its employees.The
Company has adopted the policy on Prevention of
Sexual Harassment at work place in compliance
with the requirements under the Sexual Harassment
of Women at work place (Prevention, Prohibition,
Redressal) Act, 2013. The Internal Compliant
Committee (ICC) has been set up to redress the
complaints under the Policy. During the year under
review, the Company has not received any complaint
under the Policy.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS

The Statutory Auditor has not reported any instances
of fraud committed against the Company, by its
officers or employees as specified under Section
143(12) of the Act and therefore, no detail is required
to be disclosed under Section 134 (3)(ca) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN
FUTURE:

During the financial year 2023-24 no significant and
material order passed by the regulators / courts /

tribunals impacting the going concern status and
Company''s operations in future

MATERIAL CHANGES AND COMMITMENT
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which this financial
statement relates and the date of this report.

PROCEEDING OR SETTLEMENT UNDER
INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have
been initiated against the Company under the
Insolvency and Bankruptcy Code, 2016, and no
proceedings under the Insolvency and Bankruptcy
Code, 2016 were pending at the end of the year.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company has not
made any valuation or one time settlement, as
prescribed under Section 134 of the Act read with
Rule 8(5) of the Companies (Accounts) Rules, 2014.

ACKNOWLDEGEMENTS

Your Directors express their appreciation for the
dedicated and sincere services rendered by the
employees of the Company and also sincerely thanks
the shareholders for the confidence reposed by them
in the Company and for the continued support and
co-operation extended by them.

By Order Of the Board

RAJVI LOGITRADE LIMITED

(Jagdish Dodia) (Dipendra Tak)

Managing Director Whole Time Director

DIN. 02487910 DIN. 09047265

Date:03/09/2024 Place: Gandhidham.

---

Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting 27th ANNUAL REPORT along with the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial Results of the Company are briefly summarized as under:

(Amt. in Rs.)

PARTICULARS YEAR ENDED

2013-2014 2012-2013

Total Income 3,36,700 1,50,800

Total Expenditure 2,85,703 12,02,502

Profit/(Loss) before Taxation 50,997 (10,51,702)

Profit/(Loss) after Taxation 54,411 (10,51,920)

Profit/(Loss) brought forward (11,088,444) (10,038,167)

Allocations & Appropriations 0 1643

Balance carried to Balance Sheet (11,024,653) (11,088,444)

2. REVIEW OF OPERATIONS

The Company has made profit of Rs. 54,411/- during the financial year as against Loss of Rs. 10,51,920/- incurred in the previous year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

4. DEPOSITS

During the year under review, the Company has not invited or accepted any Deposits from the public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

In terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013 effective from 1st April, 2014 for the purpose of determining the directors are liable to retire by rotation, the Independent Directors shall not included in the total nos. of the directors of the Company.

Mr. Sureshkumar Bhandari and Mr. Sunilkumar Jain, Directors of the Company, retiring by rotation in terms of provisions of Articles of Association of the Company and are eligible for reappointment. The resolutions for their appointment as Directors and also Independent Directors are proposed in the Notice of Annual General Meeting for consideration of the members.

Mr. Ashvin Thumar Director of the Company, whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013. Mr. Ashvin Thumar being eligible and offering himself for appointment is proposed to be appointed as an Independent Director for one year for a term upto the conclusion of the 28th Annual General Meeting of the Company in the calendar year 2015. Accordingly, resolution proposing appointment of Independent Directors form part of the notice of the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That 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 at the end of the financial year and the Profit of the Company for that period;

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

11. AUDITORS

M/s Gupta Saharia & Co., Chartered Accountants an Auditors of the Company have expressed their unwillingness to be re-appointed as Statutory Auditors for financial year 2014-15 at the ensuing Annual General Meeting .Therefore Board of Directors recommend appointment of M/s. Mukesh M. Shah & Co., Chartered Accountants, as Statutory Auditors of the Company for the financial year 2014-15 in place of M/s. Gupta Saharia & Co., Chartered Accountants to hold the office from the conclusion this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration in a manner as mentioned in the resolution. M/s. Mukesh M. Shah & Co. have given their consent to act as Statutory Auditors and also confirmed that they are qualified for the said appointment.

Necessary resolution for their appointment has been proposed in the Notice of Annual General Meeting for the consideration and approval of the members of the Company.

12. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled Corporate Governance Report is attached to this Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis (MDA), which forms part of the report, inter alia, deals adequately with the operation as also current and future outlook of the Company.

14. LISTING OF SHARES:

The Company''s shares are listed on The Bombay Stock Exchange Limited.

15. ACKNOWLEDGEMENTS

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thanks the shareholders for the confidence reposed by them in the Company and for the continued support and co-operation extended by them.

By Order Of the Board SURYAKRUPA FINANCE LIMITED

DATE: 2nd September, 2014

PLACE: Mumbai Sd/- Sd/-

(Ravindra Palkar) (Hemantkumar Desai) DIRECTOR DIRECTOR

DIN No. 01868944 DIN No.03597515

---

Mar 31, 2012

To ,The Members, of SURYAKRUPA FINANCE LIMITED

The Directors have great pleasure in presenting 25TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below: (Amt in Rs.)

PARTIULARS YEAR ENDED

2011-2012 2010-2011

Total Income 881700

Total Expenditure 866722 124636

Profit/(Loss) before Taxation 14978 (124636)

Profit/(Loss) Brought Forward (10048562) (9924016)

Profit/(Loss) after Taxation 10485 (124636)

Balance carried to Balance Sheet (10038167) (10048652)



2. REVIEW OF OPERATIONS

The Company has made a profit of Rs.14,978/- during the financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the results in the coming years. The shares of your company are listed at Bombay Stock Exchange & Ahmedabad Stock Exchange.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Hemant B. Desai, Director retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. The resolution for appointment of Director is placed before you in the Annual General Meeting.

Mr. Atulya Mafatlal, Director retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. The resolution for appointment of Director is placed before you in the Annual General Meeting.

Mr. Sunilkumar Jain, Mr. Sureshkumar Bhandari and Mr. Ashvin Rajabhai Thumar were appointed as Additional Directors of the Company w.e.f 18.01.2012. Under Section 260 of the Companies Act,1956 Mr. Sunilkumar Jain, Mr. Sureshkumar Bhandari and Mr. Ashvin Rajabhai Thumar continues to hold office as Directors until the conclusion of the ensuing Annual General Meeting. However ,as required under Section 257, the Company has received notices from members signifying their intention to propose Mr. Sunilkumar Jain, Mr. Sureshkumar Bhandari and Mr. Ashvin Rajabhai Thumar as candidates for the office of Directors of the Company.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

The Board recommends M/S Gupta Saharia & Co, Chartered Accountant as Statutory Auditors of the Company for the financial year 2012-2013, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956. Necessary resolutions for their appointment have been proposed for the consideration of the member of the Company.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from Deepak Rane, Practising Company Secretary and is annexed hereto.

14. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled Corporate Governance Report is attached to this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

A report on Mangement Discussion and Analysis(MDA), which forms part of the report, interalia, deals adequately with the operation as also current and future outlook of the company.

16. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers,commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By order of the Board SURYAKRUPA FINANCE LIMITED

DATE: 1st September, 2012

PLACE: Mumbai DIRECTOR DIRECTOR

---

Mar 31, 2010

To The Members of SURYAKRUPA FINANCE LIMITED

The Directors have great pleasure in presenting 23rd ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTIULARS YEAR ENDED

2009-2010 2008-2009

Total Income - -

Total Expenditure 15000 15000

Profit/(Loss) before Taxation (15000) (15000)

Profit/(Loss) Brought Forward (9909016) (9894016)

Profit/(Loss) after Taxation (9924016) (9909016)

Balance carried to Balance Sheet (9924016) (9909016)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs.15000/-during the financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Ravindra Palkar, Director retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. The resolution for appointment of Director is placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

The Board recommends M/S Gupta Saharia & Co, Chartered Accountant as Statutory Auditors of the Company for the financial year 2010-2011, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956. Necessary resolutions for their appointment have been proposed for the consideration of the member of the Company.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto.

14. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order of the Board

FOR SURYAKRUPA FINANCE LIMITED

DATE : 20th August, 2010

PLACE : Mumbai

DIRECTOR