Directors Report of Solid Carbide Tools Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2015 31-03-2014

Total Income - -

Total Expenses (52,32,876) (2433175)

Prior Period Items (1,04,28,155) 0

Profit (Loss) before Tax (1,56,61,031) (2433175)

Less: Provision for Tax - -

Profit (loss) after Tax (1,56,61,031) (2433175)

2. PERFORMANCE & RESULTS:

The Company did not have any operations during the year and in turn no income is earned. The increase in loss after tax from Rs.24.33 lacs to Rs.156.61 lacs is on account of increase in expenditure and prior period items

3. OPERATIONS AND FUTURE PLANS:

The Company during the year under review could not conduct any business activity due to the financial constraints and un-favourable market conditions. The Company is in the process of obtaining various licenses from regulatory authorities to commence the commercial activities which would benefit the company and shareholders at large.

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in nature of the business of the Company.

5. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

6. DEPOSITS:

The Company has accepted deposits from public.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

8. DIRECTORS:

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Dilip Shah (DIN:02659382) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company.

Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi were appointed as an Independent Director on the Board of the Company in the Annual General Meeting held on 30th September, 2014 to hold office for a term upto the conclusion of the next Annual General Meeting of the Company in the calendar year 2015.

In terms of section 149 of the Companies Act, 2013, Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi being eligible and offering themselves for appointment, are proposed to be appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold office for a term upto the conclusion of March 31, 2016.

In the opinion of the Board, Mr. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi fulfill the condition specified in the Companies Act, 2013 and rules made there under for their appointment as an Independent Directors of the Company and are Independent of the management.

The proposal regarding the re-appointment/appointment of the aforesaid Directors is placed for your approval.

Brief profiles of the Directors proposed to be re-appointed/appointed as required under clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting

9. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:

Annual performance evaluation of Board, its committees (namely Audit, Nomination and Remuneration and Stakeholders Relationship Committees) and all the Directors individually has been done in accordance with the Performance Evaluation Framework adopted by the Nomination and Remuneration Committee of the Company.

The Performance Evaluation Framework sets out the performance parameters as well as the process for performance evaluation to be followed. Performance evaluation forms were circulated to all the Directors to record their evaluation of the Board, its Committees and Non- executive Directors of the Company.

The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of the Company and every Director.

10. REMUNERATION TO DIRECTORS:

The Company did not pay any remuneration, sitting fees for attending Board/Committee Meetings and commission to any of its Directors during the year under review.

11. REMUNERATION POLICY:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company is available on the website of the Company: www.solidcarbide.in

12. DECLARATION BY AN INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

13. MEETINGS OF BOARD AND COMMITTEES:

Board of Directors:

The Board of Directors met 6 (six) times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the financial year under review are as under:

30th May, 2014, 14th August, 2014, 14th November, 2014, 6th February, 2015, 13th February and 18th March, 2015

Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;.

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

(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 annual accounts on a going concern basis.

(v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

15. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year

16. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company has funds amounting to Rs. 81,927/- lying unpaid or unclaimed for a period of seven years. This amount is under reconciliation and will be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if any, applicable.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The transactions with the related parties are disclosed in the 'Notes on Accounts forming part of the Annual Report'.

18. CASH FLOW STATEMENT:

In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts.

19. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE:

The particulars as required under the provisions of Section Section 134 (3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption are not required to be furnished considering the fact that the Company has not carried on any manufacturing activity.

The Company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange

21. CORPORATE GOVERNANCE:

As per clause 49 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the practicing Company Secretaries by Dolly J Mehta in respect of compliance thereof is enclosed herewith as Annexure I and forming part of this report.

22. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure II.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the year under review, the Company does not meet any of the criteria as set out in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, the requirement for furnishing of details of Corporate Social Responsibility is not applicable to the Company

24. RISK MANAGEMENT POLICY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

25. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

Major scope, safeguards and procedure for disclosure for vigil mechanism is available on the website of the Company: www.solidcarbide.in

29. AUDITORS:

Statutory Auditor:

M/s Batliboi & Purohit, Chartered Accountants will retire at the forthcoming Annual General Meeting and have expressed their unwillingness to continue as Auditors of the Company if appointed.

M/s. Kriplani Milani & Co. Chartered Accountants, is eligible for appointment and has expressed their willingness to accept office, if appointed. They have furnished a certificate under section 141 of the Companies Act, 2013 for their eligibility for appointment and have given consent letter to act as a Auditor

They have further confirmed that the said appointment if made would be within the prescribed limits under section 143(1) (g) of the Companies Act, 2013 and that they are not disqualified for appointment.

Resolution seeking your approval on the item is included in the Notice convening the AGM. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Dolly J Mehta, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report (e-form MR-3) is annexed herewith as

30. AUDITORS REPORT:

The company was under liquidation for more than 10 years. Necessary steps have been initiated to commence the production facilities. Hence the accounts have been prepared on going cocern basis.

The status of the company was "DORMANT" as shown on the website of Ministry of Corporate Affairs (MCA) as the company was under liquidation upto 03.08.2012. Hence the Company could not able to file any forms with the Registrar of companies, Maharashtra, Mumbai. The company has initiated necessary steps to change the status from dormant to Active. Accordingly necessary forms will be filed in due course of time.

The company did not have any pending litigations and have no long-term contracts including derivative contracts for which there were any material foreseeable losses.

The amount of Rs. 81,927/ - is lying unpaid or unclaimed for a period of seven years. This amount is under reconciliation and will be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if any, applicable

The notes on financial statements referred to in the Auditors Report are self - explanatory and do not call for any other comments.

31. KEY MANAGERIAL PERSONNEL:

During the year under review, no person falling within the definition of Key Managerial Personnel (KMP) as defined under section 2(51) and 203 of the Companies Act, 2013 was appointed on the Board of the Company or resigned from the Company.

32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

The Company has not paid any remuneration, sitting fees for attending Board/Committee Meetings and commission to any of its Directors during the year under review. Therefore, the median has not been calculated.

33. SUBSIDIARIES:

The Company has no subsidiaries

34. AMOUNT TRANSFER TO RESERVES:

During the year under review, the question of transferring any amount to reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013 does not arise as the Company has incurred a loss during the year.

35. ISSUE OF SHARES:

The Company has not issued any shares with differential rights, sweat Equity Shares, equity shares under Employees Stock Option Scheme nor made any public issue, Right issue and hence no information as per provisions of the companies Act, 2013 is required to be furnished.

The trading in shares of the Company has been commenced w.e.f. 13th January, 2015 and accordingly BSE Limited has revoked the suspension in trading of shares of the company.

Your Directors at the meeting held on 6th February 2015 had forfeited 20,85,631 Equity shares for non-payment of Allotment/ call money.

Further, your Directors at the meeting held on 18th March, 2015 allotted 2,03,28,631 equity shares of Re. 1/- each at par on conversion of Debts into Equity Shares to promoters pursuant to the resolution passed at the Court Convened Meeting by the Shareholders of the Company on 2nd June 2012 and the Scheme of Arrangement duly sanctioned by the Hon'ble High Court of Bombay vide its order dated 3rd August, 2012 pursuant to the provisions of Section 100, 391 and 392 of the Companies Act, 1956 and in accordance with the provisions of the Companies Act, 1956/2013.

36. SEXUAL HARRASMENT

During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. LISTING WITH STOCK EXCHANGES:

The Company has complied with the requirements of the BSE Ltd / SEBI and any Statutory Authority on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by these authorities.

Shares of the Company are listed with BSE Limited, Vadodara Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited. However no listing fees have been paid to the other stock exchanges namely Vadodara Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

38. ACKNOWLDEGEMENTS:

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

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

For and on behalf of the Board of Directors By Order of the Board of Directors For Solid Carbide Tools Limited

Sd/- Dilip Shah Chairman

Place: Navi Mumbai Date: 01.09.2015

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Amount in Rupees)

Particular 31-03-2014 31-03-2013

Sales and Other Income — —

Total Expenses (2433175) 2,191,858

Profit / Loss before Exceptional items (2433175) (2,191,858)

Exceptional items- credit — —

Exceptional items- (Debit) — —

Profit/(Loss) before tax (2433175) (2,191,858)

Less: Income Tax — —

Profit / (Loss) after tax (2433175) (2,191,858)

PERFORMANCE REVIEW :

The Company did not have any operations during the year and in turn no income is earned. The increase in loss after tax from Rs. 2191858/- to Rs. 2433175/- is on account of increase in expenditure.

DIVIDEND :

In view of the losses incurred during the current financial year, your Board of Directors regret their inability to declare dividend for the year ended 31st March 2014.

REDUCTION OF EQUITY SHARE CAPITAL

The Hon''ble High Court of Bombay has vide its Order dated 3rd August, 2012 sanctioned the Scheme of Compromise between Solid Carbide Tools Limited and its Equity Shareholders and

Creditors, under sections 391 to 394 read with sections 100 to 104 of the Companies Act, 1956.The Pre - arrangement existing share capital of the Company was Rs. 8,86,20,000/- divided into 88,62,000 Equity Shares of Rs. 10/- each. Pursuant to the scheme of arrangement, the existing capital of the Company has been reduced from Rs. 8,86,20,000/- divided into 88,62,000 Equity Shares of Rs. 10/- each to Rs. 88,62,000/- divided into 88,62,000 Equity shares of Re. 1/- each by canceling Rs. 9/ - per share. The Company has made an application for listing of these shares to BSE Limited and BSE Limited has granted the listing permission for the same. The Company is in the process of seeking trading permission for these shares.

FIXED DEPOSIT :

The Company has accepted deposits from public.

DIRECTORS:

Retirement by Rotation :

In accordance with the provisions of the Companies Act 2013 and in terms of Articles of Association of the Company, Mrs. Pooja Lodha and Mr. Keyur R. Sanghvi, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Saurabh Kothari, Mr. Ramesh B. Patel and Mr. Keyur R. Sanghvi , are directors whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile provisions of the Companies Act, 1956. In terms of section 149 of the Companies Act, 2013 the aforesaid directors being eligible and offering themselves for appointment, are proposed to be appointed as Independent Director under section 149 of the Companies Act, 2013 to hold office as per their tenure of appointment mentioned in the notice of the forth coming Annual General Meeting of the Company.

In the opinion of the Board Mr. Saurabh Kothari, Mr. Ramesh B. Patel and Mr. Keyur R. Sanghvi fulfill the condition specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are Independent of the management.

The proposal regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

The Board of Directors recommend their appointment/re-appointment..

AUDITORS:

M/s Singavi, Oturkar & Kelkar, Chartered Accountants will retire at the forthcoming Annual General Meeting and have expressed their unwillingness to continue as Auditors of the Company if appointed.

The Audit Committee after consideration have recommended the name of M/s. Batliboi & Purohit, Chartered Accountants as an auditor of the Company in place of M/s. Singavi, Oturkar & Kelkar, Chartered Accountants.

They have further confirmed that the said appointment if made, would be within the prescribed limits under section 143(1) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Resolution seeking your approval on the item is included in the Notice convening the AGM. AUDITORS'' REPORT

The Auditors of the Company have qualified their report. The qualifications are of repetitive nature since the company was under liquidation and the management of the company has been entrusted to an Administrator appointed by Hon''ble High court of Bombay.

The Board of Directors has been constituted as per the Scheme of Arrangement sanctioned by the Hon''ble High Court of Bombay. The Board of Directors have initiated the process to address the said qualifications and the same will be addressed in due course of time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT

The particulars as required under the provisions of Section 217(1) (e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the fact that the Company has not carried on any manufacturing activity.

FOREIGN EXCHANGE EARNING AND OUTGO

The company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There are no employees who are in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

CORPORATE GOVERNANCE:

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Your Directors hereby declare:

i) That in preparation of the annual accounts, the applicable accounting standards has been followed as much as possible.

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year under review and for the profit or loss of the company for that period;

iii) That the directors had taken proper and sufficient care 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 had prepared the annual accounts on a going concern basis. LISITNG

Shares of the Company are listed with BSE Limited which is having nationwide terminal under Scrip Code No. 500394. The Trading in the shares on the Stock Exchange has been suspended due to Non-Compliance of various requirement of Listing Agreement; however the Company is

in process of getting the suspension of trading of shares revoked from the BSE Limited so that trading in shares can start once again.

The Company has paid the annual listing fee to the above stock exchange for the financial year 2014-15.

ACKNOWLEDGEMENT :

Your Directors record their gratitude to the Banks, Government Departments, Vendors and all the clients of the company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by employees of the Company.

For and on Behalf of the Board of Directors For Solid Carbide Tools Limited

Sd/-

(Dilip Shah) Chairman

Date : 14th August, 2014 Place: Navi Mumbai