Directors Report of SER Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors present their Fifty First Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2014.

01. FINANCIAL RESULTS: Rs. In Lakhs Particulars 31/03/2014 31/03/2013

Turnover 107.93 301.31

Other Income 1.98 1,65

Profit (Loss) before (26.39) (20.49) Depreciation

Depreciation 3.28 2.63 Profit (Loss) before Tax (29.68) (23.12)

Provision for Tax (Current, 1.12 1.55 Deferred and Fringe Benefit Tax net)

Profit/Loss After Tax (30.80) (24,67)

02. PERFORMANCE:

The turnover of the Company compared to the previous year is less due to non-movement of agricultural produce by road and the non movement of fertilizers and Industrial scene. The loss is also due to the hike in diesel prices.

The performance for the current year is low due to drought floods in many parts of the Country. The business was reduced comparatively and the expenses remained at the same rate; hence the loss. The Board of Directors do not visualize upward results during the next Financial Year based on the operations for the last 3 months which is lower compared to previous year.

03. DIVIDEND:

The Directors do not propose any dividend due to loss during the year.

04. FIXED DEPOSITS:

During the period under review the Company has not accepted''any fixed deposits from the public. There are no deposits due for repayment after maturity.

05. DIRECTORS:

Sri. Gayan Prakash Goyal, Director retire by rotation at the ensuring Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his reappointment.

06. SECRETARIAL COMPLIANCE CERTIFICATE:

As required by provision to sub section (1) of section 383A of the Companies Act of 1956 a Secretarial Compliance Certificate from a Practicing Company Secretary is attached to this Report.

07. AUDITORS:

M/s. G.V. Sunder and Company, Chartered Accountants, (FRN: 007248S) the statutory Auditors of the company retire at the ensuring Annual General meeting. The statutory auditors have communicated their willingness to accept office, if reappointed and have confirmed that they are eligible as per section 141 of the companies act 2013 to be appointed as a statutory auditors of the company and are not disqualified to hold office as such in terms of said section 141.

Pursuant to the provisions of sec 139 of the companies act,2013, M/s. G.V. Sunder and Company can be appointed as the auditors of the company up to a period of five years. However, it is proposed to appoint M/s. G.V. Sunder and Company to hold office from the conclusion of 51st Annual general meeting of the company up to the conclusion of 52nd annual general meeting of the company.

08. DEMATERIALISATION OF SHARES:

65.38% of the total shares of the Company have been dematerialized as on 31/03/2014. Members holding shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in electronic form for convenience.

09. LISTING OF SHARES:

The equity shares of your Company are listed on Stock Exchange - Mumbai.

The Demat ISIN No: - INE-358F01013

The Annual listing fee has been paid up to date to the Stock Exchange at Mumbai.

01. The Bangalore stock exchanges have notified the closure of the exchange for want of adequate turnover. The fact is also under consideration of the board as to the action to be taken i. e whether to use the open gateway for purchase of the share from the local shareholders if chosen by them (shareholders).The detailed instructions from Bangalore stock exchange is still awaited.

02. E-Voting

On the above subject the Director report:

a. The shares have to be demated to an extent not less than 75%. The dematerialization has not taken effect substantially in this company and the shareholding pattern is not encouraging Demati

b. We have informed by way of note in our previous annual reports for demat in the notice of the AGM and also for furnishing e-mail addresses of shareholders. Email address is one of the prime requirements to adopt E-voting.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement pursuant to Section 134 (M) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

11. PARTICULARS OF EMPLOYEES:

The Company has no employees of the category mentioned in Section 217 (2A) of the Companies Act, 1956 for the year or part of the year.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Sec. 134(5) of the Companies Act, 2013 your Directors confirm that:

i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 2013 for safeguarding the assets of the Company and for reventing and detecting fraud and other irregularities.

iv) The Annual Accounts for the financial year has been prepared on a going concern basis.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co-operation extended by all customers, bankers, Government and authorities, stakeholders and Business Associates.

For and on behalf of the Board of Directors

Place: Ramanagara Date: 31-05-2014 NARENDRA GOEL Chairman of the Meeting

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Mar 31, 2012

The Directors present their Forty Ninth Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2012.

01. FINANCIAL HIGHLIGHTS : Rs. in Lakhs

Year 31.03.2012 31.03.2011

Turnover 314.26 419.62

Other Income 8.65 2.73

Profit (Loss) before Depreciation 15.94 (2.67)

Depreciation 3.92 3.96

Profit (Loss) before Tax 12.02 (6.63)

Provision for Tax (Current, Deferred & Fringe Benefit Tax net) 6.67 (0.83)

Profit/Loss after Tax 5.35 (5.80)

02. PERFORMANCE :

The Company has earned a profit of Rs.1,201,988 before tax during the year compared to previous year loss of Rs.662,997 before tax. The performance of the current year is lower than previous financial year due to drought in many parts of the Country.

03. DIVIDEND :

The Directors do not propose any dividend as a matter of prudent financial policy

04. FIXED DEPOSIT :

During the period under review the Company has not accepted any fixed deposits from the public. There are no deposits due for repayment after maturity.

05. DIRECTORS :

Sri. Gyan Prakash Goyal, Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommend his reappointment.

06. SECRETARIAL COMPLIANCE CERTIFICATE :

As required by provision to sub section (1) of section 383A of the Companies Act 1956, a Secretarial Compliance Certificate from a Practising Company Secretary is attached to this Report.

07. AUDITORS:

M/s. G.V. Sunder and Company, Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for reappointment. A certificate in terms of section 224(1) of the Act has been filed by them conforming that they are eligible for consideration of the appointment.

08. DEMATERIALIZATION OF SHARES :

65.19 % of the total shares of the Company have been dematerialized as on 31/03/2012. Members holding shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in electronic form for convenience.

09. LISTING OF SHARES :

The equity shares of your Company are listed on Stock Exchange - Mumbai and Bangalore Stock Exchange.

The Demat ISIN No : INE-358F01013 and BSE code: 507984 may be referred.

The Annual listing fee has been paid up to date to the Stock Exchanges.

10. CONSERVATION cc ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT A. FOREIGN EXCHANGE EARNINGS AND OUTGO.

The statement pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

11. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category mentioned in Section 217 (2A) of the Companies Act, 1956 for the year or part of the year.

12. DIRECTORS RESPONSIBILITY STATEMENT :

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

i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts for the financial year has been prepared on a going concern basis.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support and co-operation extended by all customers, dealers, suppliers, bankers, Government authorities, stakeholders and Business Associates.

For and on behalf of the Board of Directors

Place : Ramanagara Narendra Goel

Date : 29.05.2012 Chairman of the meeting

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Mar 31, 2010

The Directors present their Forty Seventh Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2010.

01. FINANCIAL HIGHLIGHTS

Rs. In Lakhs.

Year 31.03.2010 31.03.2009

Turnover 338.38 446.98

Other Income 25.19 18.95

Profit/Loss before Depreciation (0.84) (1.01)

Depreciation 3.52 3.32

Profit / Loss before Tax (4.36) (4.33)

Provision for Tax (Current, Deferred and Fringe Benefit Tax net) 3.00 0.78

Profit / Loss After Tax (1.36) (5.10)

02. Performance:

The Company has incurred a loss of Rs. 4.36 Lakhs before tax during the year compared to previous year loss of Rs. 4.33 Lakhs before tax.

The loss for the year is on account of continued policy of the Government of India for movement of fertilizers by train and supported by road transport organized by themselves. The performance of the company for the last 3 months is at a lower level compared to previous year due to uncertainty in agricultural operations caused by floods in North India and parts of Maharastra and Karnataka. The Board of Directors have apprehension of downtrend results during the current year due to gloomy Agricultural and Industrial Scene.

03. DIVIDEND:

As a matter of continued loss your Directors do not recommend any dividend for the year ended 31.03.2010

04. FIXED DEPOSITS:

During the period under review the company has not accepted any fixed deposits from the public. There are no deposits due for repayment after maturity.

05. DIRECTORS:

Sri Jayant Mitra, Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommend his reappointment.

06. SECRETARIAL COMPLIANCE CERTIFICATE:

As required by provision to sub section (1) of section 383A of the Companies Act of 1956 the Secretarial Compliance Certificate from a Practicing Company Secretary is attached to this Report.

07. AUDITORS:

M/s G.V. Sunder and Company, Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for reappointment.

08. DEMATERIALISATION OF SHARES

64.87% of the total shares of the Company have been dematerialised as on 26.05.2010. Members holding shares in physical form are advised to dematerialise their shares to trade and hold the / equity shares in electronic form.

09. LISTING OF SHARES:

The equity shares of your company are listed on Stock Exchange-Mumbai and Bangalore Stock

Exchange.

The Demat ISIN No -INE-358F01013 and

BSE code: 507984 may be referred.

The Annual listing fee has been paid upto date.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure A, forming part of this report.

11. PARTICULARS OF EMPLOYEES:

The Company has no employees of the category mentioned in Section 217(2A) of the Companies Act, 1956.

12. DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the financial results of the company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Annual Accounts for the financial year has been prepared on a going concern basis.

13. ACKNOWLEDGMENT

Your directors wish to place on record their appreciation for the continued support and co-operation extended by all customers, dealers, suppliers, bankers, Government authorities, stakeholders and Business associates.

By order of the Board

Place: Bangalore NARENDRA GOEL

Date: 26.05.2010 Chairman of the meeting