Directors Report of Rockon Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors present to you the 39th Annual report and the Audited Financial Statements for the Financial Year ended 31st March, 2015

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2014-2015 as compared to the previous financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2014-2015 F.Y. 2013-2014

Income from Textile 357.33 0.00

Income from Share Trading and Finance 307.30 738.43

Total Operational Revenue 664.63 738.43

Other Incomes 1.10 1.25

Total Revenue 665.73 739.68

Profit before Dep & Interest (110.85) (9.62)

Depreciation 0.00 0.00

Interest 0.08 0.00

Profit after depreciation & interest (110.92) (9.62)

Provision for taxation 0.00 0.00

Provision for tax (deferred) (10.15) 0.00

Tax adjustment for earlier years 0.00 0.00

Profit after tax (100.77) (9.62)

Balance carried forward to balance sheet (100.77) (9.62)

HIGHLIGHTS:

During the year your company has diversified its business into textile business and manage to generate more than 50% revenue out of total revenue from textile business. During the year under review the total revenue of the company is '665.73 Lakhs including other income as compared to '739.68 Lacs in the previous year and thereby registering a moderate decrease of 10%. This was mainly because of slack market condition during the year. The volatile market condition affected the company adversly and resulted in Net loss of (100.77) Lacs against the Net loss of Rs. (9.62) Lacs in the previous year. The main reason for incurring such huge loss as compared to previous year is devaluation of stock and high administrative and business running expenses.

The management of the Company hereby very optimistic regarding performance of the Company in furture and taking every steps and making every efferts to turn the Company in to profitable orgnisation.

DIVIDEND:

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

BOARD OF DIRECTORS:

During the year under review Ms. Saloni Agrawal due to her pre- occupation resigned from the directorship of the company w.e.f 13/02/2015. In the same year Mrs. Madhu Rajkumar Goel and Mr. Tushar Rane also tendered their resignation from the directorship of the company w.e.f 23/03/2015. The Board is thankful for their efforts and contribution in the company.

In accordance with the provisions of the Companies Act, 2013, the board inducted both Mr. Jatinkumar Agarwal and Ms. Seema Sidhu as an Additional Director of the company in the category of Independent Director w.e.f 23/03/2015. The Company has received notice in pursuant to section 160 of the Companies Act, 2013, proposing appointment of Ms. Seema Sidhu as Independent Director. However Due to sudden demise of Mr. Jatinkumar Aggarrwal on 17/08/2015, the proposal to appoint him as and Independent Director of the company cannot be achieved . The Directors express their profound sorrow at the sad demise. The Company is thankful for his contribution towards the company.

Ms. Seema Sidhu have given declarations that she meets the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Nirav Shah, Director of the company retires by rotation at the ensuing AGM and being eligible, offer himself for reappointment.

The Board also recommended to re-appoint Mrs. Tanu Agarwal, as a Whole Time Director of the Company, to comply with Section 203 of the Companies Act, 2013, Whole Time Director for fix term of 5 years w.e.f 11/08/2015.

Profiles of these Directors, as required under Clause 49 of the Listing Agreement, are given in the Notice of the 39th AGM.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of 'Independent Director' stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The key features of the policy are as follows:

1. Criteria for appointment and removal of Director, key managerial personnel and senior management.

2. Criteria for performance evaluation.

3. Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

The details of this policy are explained in the Corporate Governance Report.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability 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.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

5. That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

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

AUDITORS:

As per the provisions of section 139 of the Act, no listed company can appoint/re-appoint an audit firm as auditor for more than two terms of five consecutive years. Since M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, has been Statutory Auditors of the company since last seven years and eligible to appoint for next three years only hereby retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re- appointment. The Company has received certificate from them under section 139(1) of the Companies Act, 2013.

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.D. Pandya & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from M/s. P.D. Pandya & Associates is appended to this Report as Annexure A.

COMMENTS ON AUDITORS' REPORT:

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Pravin Chandak & Associates., Statutory Auditors, in their Audit Report.

M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

Though the Company is doing business of Finance & Investments, Company had not accepted any deposits from public. The Company is doing business out of its own fund. However as per section 45IA of Reserve Bank of India Act, 1934, Company can not do Finance & Investments business without holding valid Certificate of Registration and which attracts the penalty of Rs. 5 Lacs u/s 58B (4-A) of the RBI Act, 1934. However to make good of the said default Company had decided to make application to RBI for obtaining COR from RBI, however RBI had stop considering any fresh application for granting COR to existing Company. With the view of that Company has diversified its business line and started new business of Trading in Textile and more than 50% of the total revenue is been generated from Textile Business, which bar the Company from being NBFC and dispence the requirment of obtaining COR from RBI and RBI will not impose any penalty and even if penalty imposed the same will be waived or reduces upon management re-presenataion.

As far as contigent liablity of Rs.35,16,460/- u/s 147 of Income Tax Act, 1961 is concered, It is a matter of fact that the demand was raised by the jurisdictional assessing officer u/s 147 read with section 143(3) of the Income Tax Act, 1961 for income escaping assessment conducted by the Income Tax Authorities for the Assessment Year 2007-08. However the contigent liability for the same is not provided as the management feels that the demand raised is likely to be either deleted or substantially reduced as the company has filed appeal in response to the demand raised by the Assessing Officer.

As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties known to the Company or by reference. The Loan and Advances granted by the Company is cosidered as good and recoverable and do not required any provisions and same has been closely supervised and monitered on regular basis therefore no appraisal, renewal, Policies, procedures, committee or documents have been prescribed and executed.

As pointed out by our Secretarial Auditors in their report, it was a matter of fact that Income Tax Authority had conducted income tax search on M/s. Shree Nath Commercial & Finance Limited (Group Company) on 9th June, 2015 and 10th June, 2015. During their search they had confiscated Minutes Books and certain other documents for their reference due to which the company could not produce physical copy of the minutes books to the secretarial auditor for their verification. However, the soft copy of the minutes was produced before the auditor and the same was verified by them.

The size of the Company is very small as compared to its peer group companies, the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company. The Company has appointed M/s. A.M. Gohel & Co. as the Internal Auditor for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013.

Mrs. Tanu Agarwal, Whole Time Director of the Company, was appointed as the Chief Financial Officer of M/s. Five X Finance & Investment Limited, a group company as both the companies are group company and operates from the same place, which allows to devote full time to both the companies by sitting at same place. However the same contravents the provision of section 203 of Companies Act, 2013. To ensure the Compliance with said section Company has suggested to Mrs. Tanu Agarwal to take resignation from the psot of CFO of M/s. Five X Finance & Investment Limited and confirmed with Mrs. Tanu Agarwal.

SHIFTING OF REGISTERED OFFICE:

During the year under consideration the Registered Office of the company has been shifted from Shop No.26, Meera Co.op Hsg Society, New Link Road, Andheri (West), Mumbai- 400053 to E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai- 400053 w.e.f 02/02/2015 for better administration and management of Company's affairs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure B.

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C.

REPORTS ON CORPORATE GOVERNANCE:

The reports on Corporate Governance for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

POSTAL BALLOT:

No postal ballot was held during the year 2014-2015.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP Remuneration No Received (In Rs. Lakh)



1 Smt. Tanu Giriraj Kishor Agarwal Nil (Whole Time Director)

2 Shri. NiravDeepak Shah 0.58 (Executive Director and CFO)

3 Shri. Jatinkumar Chintamani Agarrwal* Nil (Non-Executive Independent Director)

4 Smt. Seema Nirmal Singh Sidhu* Nil (Non-Executive Independent Director)

5 Smt. Madhu Rajkumar Goel* Nil (Non-Executive Independent Director)

6 Shri. Tushar Ramchandra Rane* Nil (Non-Executive Independent Director)

7 Ms. Saloni GirrajKishor AgrawalA Nil (Executive Director)

8 Ms. Divya Shashikant Mer 0.22 (Company Secretary)

Sr. Name of Director/KMP % increase in No Remuneration in the Financial year 2014-15

1 Smt. Tanu Giriraj Kishor Agarwal Nil (Whole Time Director)

2 Shri. NiravDeepak Shah Nil (Executive Director and CFO)

3 Shri. Jatinkumar Chintamani Agarrwal* Nil (Non-Executive Independent Director)

4 Smt. Seema Nirmal Singh Sidhu* Nil (Non-Executive Independent Director)

5 Smt. Madhu Rajkumar Goel* Nil (Non-Executive Independent Director)

6 Shri. Tushar Ramchandra Rane* Nil (Non-Executive Independent Director)

7 Ms. Saloni GirrajKishor AgrawalA Nil (Executive Director)

8 Ms. Divya Shashikant Mer Nil (Company Secretary)

Sr. Name of Director/KMP Ratio of No remuneration of each Director to median remuneration of employees

1 Smt. Tanu Giriraj Kishor Agarwal Nil (Whole Time Director)

2 Shri. NiravDeepak Shah 0.52 (Executive Director and CFO)

3 Shri. Jatinkumar Chintamani Agarrwal* Nil (Non-Executive Independent Director)

4 Smt. Seema Nirmal Singh Sidhu* Nil (Non-Executive Independent Director)

5 Smt. Madhu Rajkumar Goel* Nil (Non-Executive Independent Director)

6 Shri. Tushar Ramchandra Rane* Nil (Non-Executive Independent Director)

7 Ms. Saloni GirrajKishor AgrawalA Nil (Executive Director)

8 Ms. Divya Shashikant Mer 0.20 (Company Secretary)

Note-*Appointed w.e.f 23/03/2015, AResigned w.e.f. 13/02/2015, *Resigned w.e.f 23/03/2015

* All appointments are / were non-contractual.

* Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis

* The median remuneration of employees of the Company during the financial year was Rs. 1.12 Lakh

* There were 8 employees on the rolls of Company as on March 31, 2015.

BOARD COMMITTEES:

During the year under consideration your Company has constituted three committees of the Board namely, Audit Committee, Stakeholder Relationship Committee and Nomination & Remuneration Committee.

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in 'Report on Corporate Governance' forming part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of the Investments covered under the provisions of Section 186 of the Companies Act, 2013 (Act) will be produced for verification to the members at the registered office of the Company on their request.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable.

FOREIGN EXCHANGE:

There is no inflow and outflow of Foreign Exchange.

LISTING OF SHARES:

The Shares of the Company are listed on Bombay Stock Exchange (BSE) only and the Company has paid necessary Listing fees for the year 2015-2016.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and On behalf of the Board

Sd/- Sd/- Tanu Agarwal Jatinkumar Agarrwal (Whole Time Director) (Director)

Date: 11/08/2015 Place: Mumbai

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Mar 31, 2014

The Members

The Director''s present their 38th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014.

Financial Results

(Amt. In Lacs)

Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Income 739.68 347.15

Profit before Dep. & Int. : (9.62) (25.82)

Depreciation 0.00 0.00

Interest 0.00 0.00

Profit after Depreciation & Interest (9.62) (25.82)

Provision for Taxation 0.00 0.00

Provision for Tax (deferred) 0.00 28.34

Tax Adjustment for earlier years 0.00 0.00

Profit after Tax (9.62) (54.16)

Net profit/(Loss) (9.62) (54.16)

Amount Available for Appropriation (9.62) (54.16)

Balance carried to Balance Sheet (9.62) (54.16)

FINANCIAL HIGHLIGHTS

During the year Company''s total income including other income is Rs.739.68 Lacs as compared to Rs.347.15 Lacs in the previous year and thereby registering increase of 213.07% as compared to the previous year. The Company has registered a Net Loss of Rs.(9.62) Lacs as against Last year''s Net loss of (54.16) Lacs registering decrease in loss of 82.24% as compared to the previous year.

DIVIDEND

Since the Company has registered loss, No dividend could be declared.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 (erstwhile 1956) Mr. Praveen Vidyashankar Vasishth resigned during the financial year 2013-2014. The Board is thankful for his contribution.

During the year under review, your Board inducted Mrs. Madhu Goel was appointed as an Additional Director of the Company in the category of Independent Director In terms of Section 161 of the Companies Act 2013 (corresponding Section 260 of the Companies Act 1956) and Mr. Nirav Deepak Shah as an Executive Director and CFO they will hold office up to the date of the ensuing Annual General meeting. The Company has received notice in pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Madhu Goel and Mr. Nirav Deepak Shah an Independent Director.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 73(1) of The Companies Act, 2013 FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

b) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-executive Directors of the Company, viz. Mr. Tushar Ramchandra Rane, Mr. Zubin Pardiwala and Mrs. Madhu Rajkumar Goel have affirmed that they continue to meet all the requirements specified under Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an "Independent Director" of Five X Finance & Investment Limited.

AUDITORS

As per the provisions of section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Since M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, has been Statutory Auditors of the Company since last six years and eligible to appoint for next four year only hereby retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from them under Section 139(1) of the Companies Act, 2013.

DIRECTORS RESPONSE TO REMARKS IN AUDITOR''S REPORT

"The Company did not have an internal audit system during the year" In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

AUDITORS REPORT

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

CHANGE OF REGISTERED OFFICE

The Board of Directors has approved shifting of registered office of the company within the local limit of same city from E-109, Crystal Plaza, New Link Road, Opp. Infinity mall, Andheri (West), Mumbai-400053 to Shop No. 26, Meera Co-op HSG, New Link Road, Near Oshiwara Police Station, Andheri (West), Mumbai-400053 w.e.f 23/01/2014.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2014 - 2015

APPLICATION TO RBI

With reference to remarks made by Auditor in its report, we would like to inform you that your Company is engaged in the business of Share Trading, Investment and granting of Loan & Advances, which was classified as a NBFC Activities by RBI and such Companies need to get registered with RBI and to hold valid COR to carry on such activities. With the view to comply with the provision of RBI Act, 1934, your Company has made an application to RBI to obtain Certificate of Registration in the month of April, 2014, but RBI has stop to accepting application vide its press release No. 2013- 2014/1931 dated 1st April, 2014.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

COMPANIES ACT, 2013

The Companies Act, 2013 was notified in the Official gazette of the Government of India on August, 29, 2013. On September 12, 2013 Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the MCA notified another 198 sections which were deemed to come into force on 1st April, 2014.

The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached, thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared the balance sheet, profit & Loss a/c, the schedules and notes thereto and the Director''s report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has to take cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013 as applicable

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of the Company.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and on Behalf of the Board

Sd/- Sd/- Place: Mumbai Saloni Agrawal Tanu Agarwal Dated: 27/08/2014 (Director) (Whole Time Director)

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Mar 31, 2013

To The Members

The Directors present their 37th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2013.

Financial Results (Amt. In Lacs)

Particulars Year Ended 31/03/2013 Year Ended 31/03/2012

Income 347.15 1403.10

Profit before Dep. & Int. (25.82) 5.28

Depreciation 0.00 0.00

Interest 0.00 0.00

Profit after Depreciation & Interest (25.82) 5.28

Provision for Taxation 0.00 1.63

Provision for Tax (deferred) 28.34 0.00

Tax Adjustment for earlier years 0.00 0.00

Profit after Tax (54.16) 3.65

Net profit/ (Loss) (54.16) 3.65

Amount Available for Appropriation (54.16) 3.65

Balance carried to Balance Sheet (54.16) 3.65

FINANCIAL HIGHLIGHTS

During the year Company''s total income including other income is Rs.347.15 Lacs as compared to Rs.1403.10 Lacs in the previous year and thereby registering decrease of 75.26% as compared to the previous year. The Company has registered a Net Loss of Rs.(54.05) Lacs as against Last year''s Net Profit of 3.65 Lacs registering decrease of 1580.82% as compared to the previous year.

DIVIDEND

Since the Company has registered loss, No dividend could be declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Praveen Vidyashankar Vasishth retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

During the year under consideration there was no change in composition of Board of Directors.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58A of The Companies Act, 1956.

CONSOLIDATION OF SHARE CAPITAL

During the year under consideration the management of the Company with the view to make the Company more attractive to potential investors, reclassified the Share Capital of the Company by Consolidating the Share Capital in a ratio of 1 share for every 10 shares held, with firm belief that the consolidation will establish the share price that is more appropriate for a listed entity of the Company''s size in addition compared to its peers listed on the BSE. Consequently the Issued Capital of the Company reduced from 16,51,76,900 shares of Rs. 1/- each to approximately 1,65,17,690 shares of Rs.10/- each. The members had accorded their approval for the same in duly conveyed AGM held on 28/09/2012.

The Consolidation did not have any material impact on percentage of holdings of each member. The only immaterial changes occurred was due to rounding off, for which Company has paid the Cash to the respective members for balance of their portion not rounded off in multiples of ten.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/S. Pravin Chandak & Associates, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2013 - 2014.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with RTA of the Company.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and on Behalf of the Board

sd/- sd/-

Place: Mumbai Tanu Agarwal Saloni Agrawal

Dated: 28/08/2013 (Whole Time Director) (Director)

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Mar 31, 2010

The Directors are pleased to present the 34th Annual Report together with the Audited Accounts for the financial year ended 31a March, 2010.

1. Financial Results

2009-2010 2008-2009

Particulars Year Ended Year Ended

31/03/2010 31/03/2009

(Rs. in lacs) (Rs in lacs)

Income 5284.53 1472.36

Profit before Dep. & Int. (22.86) 40.61

Depreciation 0.00 0

Interest 0.48 36 15

Profit after Depreciation & interest (23.34) 4.46

Provision for Taxation 1.01 5.78

Defferred Tax Assets 0.00 28.34

Profit after Tax (24.35) 27.02

Balance brought forward 86.48 59.46

Balance carried to Balance Sheet 62.12 86.48

2. FINANCIAL HIGHLIGHTS

During the year Companys income is Rs 5284.53 Lacs as compared to Rs. 1472 36 Lacs in the previous year and thereby registering an increase of 3.60 % as compared to the previous year.

3. PREFERENTIAL ALLOTMENT

During the year company has issued 93,00,000 equity shares at Rs. 10/- per share on preferential basis to Non Promoters.

4. DIVIDEND

Your Directors are not declaring any dividend during the year under consideration.

5. DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

6. PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956. read with the Companies (particulars of employees) Rules 1975. Thus furnishing of particulars under the Companies ((particulars of employees) Rules 1975 are not applicable.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shi Avinash Jagushte & Shri Pravin vashishta retire by rotation at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

8. Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period

(iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.

9. AUDITORS

M/s. Pravin Chandak & Associates, Chartered Accountants the Auditor of the company who were appointed in the previous Annual General Meeting retire at the conclusion of this ensuing Annual General Meeting and are eligible for re-appointment.

10. AUDITORS REPORT

Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act. 1956.

11. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

12. FOREIGN EXCHANGE EARNINGS / OUTGO

During the year, under review there has been no foreign exchnage outflow.

13. LISTING OF SHARES

Equity shares of your Company are listed on Mumbaj Stock Exchange only and the Company has paid the necessary Listing fees for the year 2009 - 2010 in time.

14. CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

15. ACKNOWLEDGEMENTS

The Board of Directors wishes to express sincere thanks to Bankers, shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.



BY ORDER OF THE BOARD OF DIRECTORS

Registered Office :

A-1/404. Link Palace CHSL, TANU AGRAWAL

Rajan Pada, Link Road, Whole Time Director

Malad (W). Mumbai - 400 064.

Place : MUMBAI Date: 24th July, 2010