Directors Report of Tahmar Enterprises Ltd.

Mar 31, 2015

We are privileged to place before you the 24th Annual Report of your Company together with Audited Financial Accounts for the Financial Year (FY) ended 31st March 2015.

Financial Results

(Amount in Rupees)

Particulars 2014-15 2013-14

Profit before Tax 2,08,853 50,376

Less : Current Taxes

Less : Deferred Tax

Profit for the year 2,08,853 50,376

Add : Balance in Profit &

Loss Account (7,35,83,058) (7,36,33,434)

Sub-Total (7,33,74,205) (7,35,83,058)

Less : Appropriations

Adjustment relating to Fixed Assets (3,02,256)

Closing Balance (7,36,76,461) (7,35,83,058)

Dividend:

In view of the accumulated losses, your directors are unable to recommend any dividend on Equity as well as Preference Shares for the year.

Performance & Operations

Since last many years, the paper industry has gone through tremendous technological changes with new generation machineries having come in which have changed the entire business dynamics and the company has not been able to cope up with the changes due to its financial constraints and lack of capability to adopt to these technological changes and eventually the turnover of the company kept deteriorating year after year leading to substantial losses. Accordingly manufacturing operations were suspended in June, 2009 and eventually the old obsolete machinery have been sold to clean some of the liabilities.

The company is now planning to restart its business operations by dealing in the paper products by trading in the same. This will need some working capital. The company does not envisage starting again its manufacturing unit and hence sold the factory, land and building for a lumpsum consideration of Rs.9.00 crores on 3rd June, 2015 to the Nobel Hygiene Private Limited after taking the shareholders approval and other formalities.

Material changes and Commitments affecting financial position between the end of the financial year and date of report The Company has entered into an agreement with Nobel Hygiene Private Limited for the assignment of lease for the leasehold Land & Factory Building thereon situated at A/70, MIDC, Sinnar, Nashik. and have also received the agreed consideration of Rs.9.00 crores for the same. Out of the consideration the Company has redeemed its preference shares of Rs.4.25 crores issued to the Nobel Hygiene Private Limited on 11th June, 2015 and has also cleared all its other outside liabilities.

Internal Financial control

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in designs or operations were observed.

Deposits

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

Statutory Auditor

M/s. Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Comments on Auditor qualifications

The observations made by the Auditor in their report are self-explanatory and therefore do not call for any comment.

Significant & Material Orders - Going Concern Status

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 1 to the Board's Report.

Conservation of Energy, technology absorption and Foreign exchange earnings and outgo A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure 2 to this report.

Corporate Social Responsibility (CSR)

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

Changes in Directors

Pursuant to Share Purchase Agreement dated 02nd September, 2014 and successful completion of open offer existing management of the Company ie. Shri Bansilal Sharma, Shri B S Rathi, Shri Anand Kumar Poddar and Shri Gourishankar Damani tabled the resignation and same were accepted by the management with effect from closing hours of 30th January, 2015.

During the year under review, Existing board has appointed Mr. Manish D. Ladage & Mrs. Kamini Johari as Additional Director and Mr. Mahesh Makhijani & Mr. Krishnamurthy Ananthanarayanan as an Independent Additional Director till the forth coming Annual General Meeting.

The Company has received a notice in writing from the share holders under Section 160 of the Companies Act, 2013 proposing their candidature for the office of Director of the Company at the forthcoming Annual General Meeting.

During the year all the directors were appointed as additional directors and seek their appointment as a director in the fourth coming Annual General Meeting and hence the provision of retirement by rotation is not applicable.

Declaration by an Independent Director

The Company has received the necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013.

Board evaluation

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

No. of Board Meetings

The Board meets 8 times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Employees and Related Disclosure

Particulars of employees within the meaning of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been furnished as there was no employee in the aforesaid category.

Audit Committee

The Audit Committee comprises of following

Sr. No. Name of the Director With effect from - (up to)

1 B S Rathi (30/01/2015)

2 Anandkumar Poddar (30/01/2015)

3 Gaurishankar Damani (30/01/2015)

4 Manish D Ladage 30/01/2015

5 Mahesh Makhijani 30/01/2015

6 Krishnamurthy Ananthanarayanan 30/01/2015

Vigil mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e- mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

Particulars of loans, guarantees or investments

The Company has not given any loan, guarantees or made investments under Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties:

All contracts or arrangements with related parties entered into or modified during the financial year were on a arms length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Audit Committee. Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed form AOC-2, is appended as Annexure 3 to the Board Report.

Policy on Director's appointment and Remuneration:

Nomination and Remuneration Committee has formulated a policy relating to remuneration for the directors, KMPs and other employees, however during the Year Company has not paid any remuneration to directors and no employees are there on the pay roll of the Company.

Secretarial Auditor

The board has appointed M/s. JNG & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is appended as Annexure 4 to the Board Report.

Comments on Secretarial Audit Qualification

The observations made by the Company Secretary in their report are self explanatory and therefore do not call for any comment.

Risk management policy

Your Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the identified risks relate to competitive intensity and cost volatility.

Directors' Responsibility Statement

Your Directors State that:

a) In the preparation of the annual Accounts for the year ended March 31,2015, the applicable accounting standard read with requirements set out under schedule III to the act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied the consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015, and of the profit of the company for the year ended on that date;

c) the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the act of 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 are operating effectively; and

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

Prevention of Sexual Harassment at Work place

Your director state that during the year under review, there were no cases filed pursuant to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

Management Discussion & Analysis Report & Corporate Governance Report

Pursuant to SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 the The Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. However, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of the Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; As our company's paid up equity share capital is not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year, compliance with provisions of Clause 49 is time being not applicable.

Acknowledgements

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company's Bankers, Institutions, Customers, Suppliers and Share Holders.

On behalf of the Board of Directors

(Kamini Kamal Johari)

DIN: 01309286

Chairman

Place: Mumbai

Date: August 14, 2015

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Mar 31, 2014

The Directors are presenting the 23rd Annual Report on the business & operation of your Company together with the Audited Accounts for the year ended 31st March, 2014

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2014 31/03/2013 (Rs. In Lacs) ( Rs. In Lacs)

Profit/(Loss) before Depreciation 2.24 (4.94)

Less: Depreciation (1.74) (6.32)

Net Profit /(Loss) before Tax and 0.50 (11.26) extra ordinary items

Less: Extra Ordinary Items 0.00 (44.58)

Net Profit / (Loss) before Tax 0.50 (55.84)

Less : Provision for Tax 0.00 0.00

Deferred Tax 0.00 0.00

Net Profit / (Loss) after Tax 0.50 (55.84)

Less : Prior period items 0.00 0.00

Balance of Profit/(Loss) 0.50 (55.84)

Less/(Add) : Loss Brought Forward (736.33) (680.49)

Balance of Loss carried to Balance Sheet (735.83) (736.33)

2. DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend on Equity as well as on Preference Shares for the year.

3. OPERATIONS

Members are aware that the Company was declared a Sick Industrial Company on 10.06.2009 and therefore manufacturing activities were suspended for the time being. Thereafter pursuant to the Order of the Board For Industrial And Financial Reconstruction (BIFR), State Bank of India (OA), Mumbai was appointed as Operating Agency in compliance with the said order and Company had submitted a rehabilitation cum revival proposal of the company by way of reverse merger. Pending approval of the scheme under active consideration of the BIFR, the BIFR authorized OA to liquidate redundant old plant and machinery of the Company which were sold by OA through public auction to accommodate new plant and machinery as per the scheme of the reverse merger. However due to in-ordinate delay at BIFR, the scheme of reverse merger could not be implemented and BIFR had discharged the Company from the purview of BIFR on account of net worth becoming positive due to infusion of the additional share capital by way of Preference Share.

Now the Company is out of BIFR and therefore your Directors are actively considering to revive the Company and start manufacturing activities and various business plans are under consideration but finding it difficult to start any business without sufficient capital.

During the year Company has earned a revenue of Rs. 10.46 lacs (Previous year Rs. 12.56 Lacs) and earned a profit of Rs. 0.50 lacs (previous year loss Rs. 55.84 lacs).

4. DIRECTORS

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. Anandkumar Shyamsunder Podar and Mr. Gaurishankar Radhakishan Damani as an Independent Directors for a term of 1 year. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

Mr. Anandkumar Shyamsunder Podar (DIN: 00435786), was appointed by the Board of Directors as an Additional Director (Independent) of the Company with effect from 4th October, 2013 and holds office upto the date of this Annual General Meeting of the Company and a notice has been received from a Member proposing the candidature of Mr. Anandkumar Shyamsunder Podar for appointment as an Independent Director of the Company.

Mr. Gaurishankar Radhakishan Damani (DIN: 01068916), was appointed by the Board of Directors as an Additional Director (Independent) of the Company with effect from 4th October, 2013 and holds office upto the date of this Annual General Meeting of the Company and a notice has been received from a Member proposing the candidature of Mr. Gaurishankar Radhakishan Damani for appointment as an Independent Director of the Company.

Mr. Bansilal Ghisulal Sharma, Mg. Director retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offers himself for re-appointment.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, from part of the Report on Corporate Governance.

During the year Mr. Divya Maneklal Shah resigned from the office of the Directors with effect from 4/01/2013 due to his pre-occupation with his firm, the Board of Directors records their appreciation for valuable services rendered by him during his tenure as Director of the Company.

5. FIXED DEPOSIT

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

6. AUDITORS

M/s. Shyam Malpani and Associates (Reg. No. 120438W), Chartered Accountants statutory auditors of the Company hold office till the conclusion of the forthcoming Annual General Meting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of The Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. Shyam Malpani and Associates, as Statutory Auditors of the company from conclusion of, the forthcoming annual General Meeting till the conclusion of next Annual General Meeting.

7. COMMENTS ON AUDITOR''S REPORT

Members are aware that Company was passing through a bad financial position since more than 5 years and the observations made by the Auditors in their Report are self explanatory and therefore your Board of Directors give further explanation/ clarification as follows;

i. Your Board of Directors are of the view that there will be no impairment losses on the balance assets since majority of losses on the plant and machinery has already been recognized in the accounts.

ii. Considering the suspension of manufacturing activities and no activities has been carried out by the Company, therefore your Directors decided not to provide any further depreciation on the Plant and Machinery and Building till they are put to use.

iii. Considering the future possibilities in the future, Directors are of the opinion to continue to recognize the Deferred Tax Assets on carry forward of losses and Depreciation and are confident to avail the benefits hence recognized the same.

iv. Considering very poor financial statement of the Company, even company had desired to appoint a Company Secretary, but could not get a right candidate for the job considering suspension of its manufacturing activities. The Board of Directors are confident of securing a suitable candidate on availability as and when the financial situation of the company improves.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s

Responsibility Statement, it is hereby confirmed:

i. That in the preparation of annual accounts the applicable mandatory standards except AS 22 and AS 28 have been followed along with proper explanations relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently in the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the Profit of the company for the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the accounts for the financial year ended 31st March, 2014, on a going concern basis considering the new business plans which are under active consideration.

9. STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and Company had paid the Annual Listing Fees for the financial year 2014-2015.

10. AUDIT COMMITTEE

Under the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchange an Audit Committee comprises of Shri B.S.Rathi, Shri Anandkumar Podar and Shri Gaurishankar Damani all are independent Directors of the Company has been constituted.

11. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board Members and senior management of the Company. All the Board Members and senior management have affirmed compliance with the code of conduct. The code of conduct has been posted on website of the company i.e. www.sardapapers.com

12. CORPORATE GOVERNANCE

A separate report on corporate governance form part of the Annual Report of the Company along with compliance certificate dated 30th May, 2014 from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreements. Further a separate Management Discussion & Analysis Report is also enclosed with this report.

13. DISCLOSURE UNDER SECTION 217(2A)

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no employee in the aforesaid category.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of this report.

15 ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company''s Bankers, Institutions, Customers, Suppliers and Shareholders.

Your Directors also wish to place on record their appreciation of the devoted services of the company''s employee, which have in great way contributed to the Company''s progress.

For and on behalf of Board

Place:Mumbai Bansilal Sharma Date : 12th August, 2014 Managing Director DIN 00044548

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Mar 31, 2013

The Members of SARDA PAPERS LIMITED

The Directors are presenting the 22™ Annual Report on the business 8 operation of your Company together with the Audited Accounts for the year ended 31s'' March, 2013

1. FINANCIAL RFSUITS

YEAR ENDED YEAR ENDED 31/03/2013 31/03/2012 (Rs. In Lacs) {Rs. In Lacs)

Profit/(Loss) before Depreciation 2 Less: Depreciation

(6.32) (6.47)

Net Profit / (Loss before Tax 4.94 2.85

Less : Provision for Tax 11.26 3.62

Deferred Tax 0.00 o.OO

Net Profit / (Loss) after Tax - 0.00 0.00

(11.26) (3.62)

Less : Loss on sale of Plant & Machinery (44 58) (3.62)

Less : Prior period items Balance of Profit/(Loss) 0.00 0.00

Less/(Add) : Loss Brought Forward (680.49) (676 87}

Balance of Loss carried to Balance Sheet 736.33 680.49

1- DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend on Equity as well as on Preference Shares for the year.

2 PERFORMANCE AND OPERATIONS

Members are aware that the Company was declared a Sick industrial Company on 10.06.2009 and subsequently pursuant to the Order of the Board For Industrial And Financial Reconstruction (BIFR), BIFR had appointed Stale Bank of India (OA), Mumbai as Operating Agency and accordingly Company had submitted rehabilitation cum revival proposal of the company by way of reverse merger. Pending approval of the scheme under active consideration of the BIFR, the BIFR authorized OA to liquidate redundant old plant and machinery of the Company which were sold by OA through public auction during the year under report. The scheme of reverse merger which was lying pending with the BIFR as it was taking a very long time for approval of the scheme, therefore board of directors had allotted Preference Shares to Nobel Hygiene Limited pursuant to the approval granted by the members in the last Annual General Meeting.

After infusion of the additional share capital by way of Preference Share Capital, net worth of the Company had become positive and therefore in the month of January, 2013 company filed a miscellaneous petition before BiFR and sought discharge from the purview of BIFR and accordingly BIFR granted discharge to the company from purview of BIFR.

3. FURTHER ISSUE OF capital

pursuant to the approval given by the members in the Annual General Meeting the Board of Director have allotted be Preference Shares of Rs.100/- each on 09.11.2012.

4 DIRECTORS

Shri Bansilal Ghisulal sharma was appointed by the Board of Directors as an Additional Director of the company with effect from 24th may 2013 and holds office up to the date of this Annual General Meeting of the company.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed as required be disclosed under Clause 49 of the Using Agreement. fro. pa, of tabs Report on

5. AUDITORS Members are being informed that in the last A.G.M company had appointed melanin & Associate w.e.f. 06.07.2012 AND ACCORDINGLY FINANCIAL STAEMENTS ARE SIGNED BY SHYAM Auditors.. However the sa.d firm had changed their name as Shyam Malpani and Associates w.e.f 06 07 2012 and accordingly financial statements are signed by Shyam Malpani and Associates M/s Shyam Malpan, and Associates. Chartered Accountants statutory auditors of the Company 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 224(1-B) of the Companies Act. 1956.

6 AUDITOR"S REMARK

Members are aware that Company was passing through a bad financial position since more than 5 years and

therefore the observations made by the Auditors in their Report are self explanatory and therefore do not call for any comment.

7. DIRECTORS RESPONSIBILITY STATEMFMT

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

i. That in the preparation of annual accounts the applicable mandatory accordingly standards except AS 22 and AS 28 been kowtowed along with proper explanations relating to material departure.

ii. That the Directors had selected such accounting policies and applied them consistently in the financial statement and more judments and estimates that were reasonable and prudent so as to give a true and the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the accounts for the financial year ended 3ist March 2013 on a going concern basis considering the new business plans which are under active consideration and likely to be implemented in near future.

8 FIXED DEPOSIT

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

9 STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity shares of the company are listed with the Bombay stock Exchange Limited and company had paid the Annual Listing Fees for the financial year 2013-2014.

10. CORPORATE GOVERNANCE

Separate report on corporate governance from part of the Annual Report of the company with compliance certificate dated 24th may 2013 from the practicing company secretary regarding compliance of conditions of corporate Governances as stipulated under clause 49 of the agreements Further a separate Management Discussion & Analysis Report is also enclosed with this Report.

11.PARTICULARS OF EMPLOYEES

A statement giving details of conservation of energy, technology absorption and foreign go tn terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 198a is annexed hereto and form part of this report. erectors) rules, 1988,

13. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company''s Bankers, Institutions, Customers, Suppliers and Shareholders.

Your Directors also wish to place on record their appreciation of the devoted services of the company''s employee, which have in great way contributed to the Company''s progress.

For and on behalf of Board

Place: Mumbai

B. L. Sharma

Date : 12''" August, 2013

Director

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Mar 31, 2011

The Members, SARDA PAPERS LIMITED

The Directors are presenting the Twentieth Annual Report on the business & operation of your Company together with the Audited Accounts for the year ended 31st March,' 2011

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2011 31/03/2010 (Rs. in (Rs. In Lacs) Lacs)

Profit / (Loss) before Depreciation (23.86) (148.43)

Less: Depreciation (7.05) (44.61)

Net Profit / (Loss) before Tax (30.91) (193.04)

Less; Provision for Tax 0.00 0.00

Deferred Tax 47.86 220.80

Net Profit / (Lots) after Tax 16.95 27.76

Less: Prior period items 32.00 2.00

Balance of Profit/(Loss) (15.05) 25.76

Less/(Add): Loss Brought Forward (661.82) (687.58)

Balance of Loss carried to Balance Sheet (676.87) (661,82)

1. DIVIDEND

In view of the losses, your Directors are unable to recommend any dividend for the year.

2. PERFORMANCE & OPERATION

As you are aware that your Company had suspended the manufacturing operation from June 2009 due to unfavorable market condition and continuous losses. Therefore Company is not executing any manufacturing operations.

You are fully aware that the Company has been declared a Sick Industrial Company in terms of Section 3(1) of Sick Industrial Companies (Special Provision) Act, 1985 on 10.06.2009 and your Directors have submitted rehabilitation proposal Of the Company, in consultation with State Bank of India (Operating Agency) as per the direction given by the BIFR and have submitted a proposal for reverse merger of a healthy Company, which is under consideration with 1IFR. Preliminary hearing has taken place and on approval of the scheme, your company shall resume the manfacturing Operations-

3. PAYMENT OF SECURED LOANS

During the year Company has received unsecured loans from a Company and discharged its total term loan liability of State Bank of India,

4. DIRECTORS

Shri Ramesh Anant Gadiyar, Director retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offered himself for re-appointment.

5. AUDITORS

M/s. Malpani and 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) of the Companies Act, 1956.

6. AUDITOR'S REMARK

Observation made in the Auditors Report are self explanatory and therefore do not call for any comment.

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. That in the preparation of annual accounts the applicable mandatory standards except AS 22 have been followed along with proper explanations relating to material departures. The Company has initiated process to ascertain the assets with are required to be dealt in, in accordance with the provision of AS 28 and required provision if any will be made in the current year.

ii. That the Directors had selected such accounting policies and applied them consistently in the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2011 and of the loss of the company for the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the accounts for the financial year ended 31 st March, 2011, on a going concern basis.

8. FIXED DEPOSIT

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

9. INSURANCE

All the assets of your Company, including Plant and Machinery, Building, Equipments, etc. have been adequately insured.

10. STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and Company had paid the Annual Listing Fees for the financial year 2011-2012.

11. CORPORATE GOVERNANCE

A separate report on corporate governance form part of the Annual Report of the Company along with compliance certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the amended listing agreements. Further a separate Management Discussion & Analysis Report is also enclosed with this report.

12. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March, 2011 pursuant to Section 383A(1) of the Companies Act, 1956.

13. PARTICULARS OF EMPLOYEES

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no employee in the aforesaid category.

14. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of this report.

15. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company's Bankers, Institutions, Customers, Suppliers and Shareholders.

Your Directors also wish to place on record their appreciation of the devoted services of the company's employee, which have in great way contributed to the Company's progress.

For and on behalf of Board

Pradeep Kumar Sarda Chairman

Place: Mumbai Date :27th August, 2011

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Mar 31, 2010

The Directors have the pleasure in presenting the Nineteenth Annual Report on the business & operation of your Company together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31/03/2010 31/03/2009

(Rs. In Lacs) (Rs. In Lacs)

Profit/(Loss) before Depreciation (148.43) (64.44)

Less: Depreciation (44.61) (45.80)

Net Profit / (Loss) before Tax (193.04) (110.24)

Less: Provision for Tax 0.00 1.06

Deferred Tax 220.80 0.00

Net Profit / (Loss) after Tax 27.76 (111.30)

Less: Prior period items 2.00 0.02

Balance of Profit/(Loss) 25.76 (111.32)

Less/(Add) : Loss Brought Forward (687.68) (576.26)

Balance of Loss carried to

Balance Sheet (661.82) (687.58)

1. DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend for the year.

2. PERFORMANCE

At the beginning of the year your Company had suspended the manufacturing operation due to unfavorable Market condition.

During the year under review, Company has achieved Gross Sales Turnover of Rs. 91.56 Lacs as against Rs. 1537.31 Lacs during the previous year and incurred a loss before tax of Rs. 193.04 Lacs as compare to loss of Rs.110.24 Lacs in the previous year.

The Company has been declared a Sick Industrial Company in terms of Section 3(1) of Sick Industrial Companies (Special Provision) Act, 1985 on 10.06.2009 and your Directors have submitted rehabilitation proposal of the Company in consultation with State Bank of India (Operating Agency) and have submitted a proposal for reverse merger of a healthy Company, which is under consideration with BIFR.

3. DIRECTORS

Shri B. S. Rathi, Director retire by rotation at the forthcoming Annual General Meeting of the company and being e/fg/bte offered himself for re-appointment.

4. 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 annual accounts the applicable mandatory standards except AS 22 have been followed along with proper explanations relating to material departures ;

ii. That the Directors had selected such accounting policies and applied them consistently in the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2010 and of the profit of the company for the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Iv. The Directors had prepared the accounts for the financial year ended 31st March, 2010, on a going concern basis.

5. FIXED DEPOSIT

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

6. INSURANCE

AD the assets of your Company, Including Plant and Machinery, Building, Equipments, etc. have been adequately insured.

7. PARTICULARS OF EMPLOYEES

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no employee in the aforesaid category.

8. ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of this report.

9. STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity Shares of the company are listed with the Bombay Stock Exchange Limited and company had paid the Annual Listing Fees for the financial year 2010-2011.

10. CORPORATE GOVERNANCE

A separate report on corporate governance form part of the Annual Report of the Company along with compliance certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the amended listing agreements. Further a separate Management Discussion & Analysis Report is also enclosed with this report

11. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31" March, 2010 pursuant to Section 383A(1) of the Companies Act, 1956.

12. HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company has terminated service of the Workman due to reduced production activities, un-cooperative attitude of workman, unreasonable financial demand and militancy tactics adopted by the Union and Workman by following due process of labour law & permission of State Government.

13. INTERNAL CONTROL SYSTEM AND ADEQUACY

Your Company has been maintaining a well established procedure for internal control system. There has been a review conducted on regular interval by the Management about the financing and operating control at various locations of the company and any, significant findings are reviewed by the Audit Committee of the Board of Directors.

The reports of in-house and Internal Audit and External Audit are reviewed by the board of Directors from time to time.

14. ACCUMULATED LOSSES

The accumulated losses of the Company are more than the net worth of the Company as at the end of the current financial year. The Company has incurred cash tosses of Rs.148.43 Lacs during the current financial year as well as in the immediately preceding financial year amount to Rs.39.51 Lacs.

15. REGISTRATION OF THE COMPANY AS SICK COMPANY WITH BOARD FOR INDUSTRIAL ft FINANCIAL RECONSTRUCTION(BIFR)

Pursuant to the application filed with the Board for Industrial & Financial Reconstruction, the Board for Industrial & Financial Reconstruction has registered the Company u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985 as a Sick Industrial Company in terms of Section 3(1) of Sick Industrial Companies (Special Provision) Act, 1985 on 10.06.2009 and the Company has submitted a revival proposal for reviving the operation of the Company by way or reverse merger and Operating Agency has considered the same for onward submission to BIFR.

16. AUDITORS

M/s. Malpani and 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) of the Companies Act, 1956.

17. AUDITORS REMARK

Observation made in the Auditors Report are self explanatory and therefore do not call for any comment.

18. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Companys Bankers, Institutions, Customers, Suppliers and Shareholders. Your Directors also wish to place on record their appreciation of the devoted services of the companys employee, which have in great way contributed to the Companys progress.

For and on behalf of Board

Place : Mumbai Pradeep Kumar Sarda

Date : 29th October, 2010 Chairman