Directors Report of IIRM Holdings India Ltd.

Mar 31, 2013

The Directors have pleasure in presenting the 20th Annual Report on the operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

1. Financial Results and performance of the Company

Particulars Current year Previous year 2012-2013 2011-2012 (Rs.in Lacs) (Rs. in Lacs)

Net Sales* Other Income NIL 121.79

Profit before depreciation and Tax (3.87) 5.47

Less : Depreciation NIL NIL

Profit/(Loss) before Extra Ordinary Item and Tax (3.87) 5.47

Profit/(Loss) before Tax (3.87) 5.7

Less: a) Current Income Tax NIL 11.15

(Loss) after Tax (3.87) 432

Less: Balance, being Loss brought forward From Previous Year (344.50) (349.17)

Balance, being Profit/Loss carried to Balance Sheet (348.37) (344.50)

During the year under review, the Company has not earned any income as compared with the results of previous year during which the company had earned a profit of Rs. 4,31,971.21/-. Though the operations of the Company are yet to start, your Directors are very much positive to revive the company. The Board is looking for further funding into the Company to start business activities.

2. Dividend

The Board of Directors does not recommend any dividend for the financial year 2012-2013.

3. Public Deposit

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act. 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year.

4. 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:

That in preparation of the annual accounts for the financial year ended 31sl March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors have consulted, in selection of the accounting policies, the statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at end of the financial year and of the profit or loss of the Company for the year under review;

That the Directors have 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; and

That the annual accounts for the FY ended 3 Is1 March, 2013 have been prepared on a ''going concern'' basis.

5. Directors

During the year under review Mrs. Anupma Agarwal, the executive Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment to the Board of your Company.

6. Accounts and Auditors Report

The observations of the Auditors'' Report read together with the relevant notes to the accounts are self-explanatory and therefore. do not call any further comments.

7. Auditors

The Company''s auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (IB) of the Companies Act. 1956.

8. Personnel

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act. read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

9. Conservation of Energy and Technology Absorption

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

10. Foreign Exchange Earnings & Outgo - NIL

11. Corporate Governance

Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

12. Secretarial Compliance Certificate

The Company has obtained a compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

13. Statement pursuant to Listing Agreements:

The Compan)''s securities are presently listed at Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur. Jaipur Stock''Exchange. Chennai Stock Exchange and Kolkata Stock Exchange. The Company has paid Annual Listing Fees for the Bombay Stock Exchange.

The Company had sought, during last financial year, delisting form the UP Stock Exchange - Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. After such delisting, the equity shares of the Company will continue to remain listed on the Bombay Stock Exchange and Delhi Stock Exchange. The Board is yet to decide for further steps on this matter.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreements forming part of this Report is attached hereto and forms part of this report.

14. Acknowledgement

Your Directors thank the Company''s bankers/ financial institutions, creditors, stock exchanges, RTA, the shareholders and all other stakeholders for the continued support and co-operation and assistance extended by them to the Company and look forward for their continued support.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LIMITED

Rajiv Agarwal Anupma Agarwal

Director Director

Place: New Delhi

Date: 31 08 2013

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Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 19th Annual Report on the operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2012.

1. Financial Results and performance of the Company

Particulars Current year Previous year 2011 - 2012 2010 - 2011 (Rs. in Lacs) (Rs. in Lacs)

Net Sales & Other Income 121.79 2.22

Profit before depreciation and Tax 5.47 0.42

Less : Depreciation NIL NIL

Profit/(Loss) before Extra Ordinary Item and Tax 5.47 0.42

Profit/(Loss) before Tax 5.7 0.42

Less:

a) Current Income Tax 11.15 0.07

b) Current Fringe Benefit Tax NIL NIL

Profit/(Loss) after Tax 4.32 0.35

Less: Balance, being Loss brought forward From Previous Year (349.17) (349.17)

Balance, being Profit/Loss carried to Balance Sheet (344.50) (348.82)

During the year under review, the Company has earned a profit of Rs. 4,31,971.21/- as compared with the results of previous year during which the company had earned a profit of Rs.34,598/-. Though the operations of the Company are yet to start, your Directors are very much positive to revive the company.

During the year under review, the Company has completed one time settlement with its lending institutions UPFC and has paid all of their dues by selling of its fixed assets. Now the Board of Directors is looking to raise further funds to revive the company.

2. Dividend

The Board of Directors does not recommend any dividend for the financial year 2011 - 2012.

3. Public Deposit

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year.

4. 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:

That in preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors have consulted, in selection of the accounting policies, the statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at end of the financial year and of the profit or loss of the Company for the year under review;

That the Directors have 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; and

That the annual accounts for the FY ended 31st March, 2012 have been prepared on a ''going concern'' basis.

5. Directors

During the year under review Mr. Naveen Khatri, the non-executive Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment to the Board of your Company.

6. Accounts and Auditors Report

The observations of the Auditors'' Report read together with the relevant notes to the accounts are self-explanatory and therefore, do not call any further comments.

7. Auditors

The Company''s auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (1B) of the Companies Act, 1956.

8. Personnel

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

9. Conservation of Energy and Technology Absorption

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

10. Foreign Exchange Earnings & Outgo - NIL

11. Corporate Governance

Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

12. Secretarial Compliance Certificate

The Company has obtained a compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

13. Statement pursuant to Listing Agreements:

The Company''s securities are presently listed at Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. The Company has paid Annual Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange.

The Company is seeking delisting form the UP Stock Exchange - Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. The Board has passed a resolution to the effect and is under process of delisting its equity shares from the UP Stock Exchange - Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange except the Bombay Stock Exchange and Delhi Stock Exchange.

After such delisting, the equity shares of the Company will continue to remain listed on the Bombay Stock Exchange and Delhi Stock Exchange.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreements forming part of this Report is attached hereto and forms part of this report.

14. Acknowledgement

Your Directors thank all customers, bankers/ financial institutions, creditors, stock exchanges, RTA, the shareholders and all other stakeholders for the continued support and co-operation and assistance extended by them to the Company and look forward for their continued support.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LIMITED

Sd/- Sd/- Rajiv Agarwal Anupma Agarwal Director Director

Place: New Delhi

Date: 31/08/2012

---

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 18th Annual Report on the operations of the company and the Audited Statement of Accounts for the year ended 31st March, 2011.

1. Financial Results and performance of the Company

Particulars Current year Previous year 2010-2011 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Net Sales & Other Income 2.22 3.40

Profit before depreciation and Tax 0.42 (0.06)

Less : Depreciation NIL NIL

Profit/(Loss) before Extra Ordinary Item and Tax 0.42 (0.06)

Profit/(Loss) before Tax 0.42 (0.06)

Less:

a) Current Income Tax 0.07 NIL

b) Current Fringe Benefit Tax NIL NIL

Profit/(Loss) after Tax 0.35 (0.06)

Less: Balance, being Loss brought forward From Previous Year (349.17) (349.10)

Balance, being Profit/Loss carried to Balance Sheet (348.82) (349.16)

During the year under review, the Company has earned a profit of Rs.34,598/- as compared with the results of previous year during which the company suffered a loss of Rs.6,186/-. Your Directors are very much positive to revive and bring on top the manufacturing activities of the company and adopt some new business lines and new avenues of earnings in which the company can venture and produce good results and maximize shareholders wealth.

2. Dividend

The Board of Directors does not recommend any dividend for the year 2010-2011.

3. Public Deposit

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year.

4. 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:

That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

That the Directors have in selection of the accounting policies have consulted the statutory auditors and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at end of the financial year and of the profit or loss of the Company for the year under review;

That the Directors have 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; and

That the annual accounts for the FY ended 31st March, 2011 have been prepared on a ''going concern'' basis.

5. Directors

During the year under review Mr. Rajiv Agarwal, Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment to the Board of your Company.

6. Accounts and Auditors Report

The observations of the Auditors'' Report read together with the relevant notes to the accounts are self-explanatory and therefore, do not call any further comments.

7. Auditors

The Company''s auditors M/s. Gupta Jalan & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible offer themselves for re-appointment. A certificate has been received from the Auditors to the effect that their appointment if made would be within the prescribed limits under 224 (1B) of the Companies Act, 1956.

8. Personnel

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

9. Conservation of Energy and Technology Absorption

The Company''s (Disclosure of Particulars in the Report of the Board of Directors'') Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

10. Foreign Exchange Earnings & Outgo - NIL

11. Corporate Governance

Your Company has followed good corporate governance practices since inception in accordance with the code of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

12. Secretarial Compliance Certificate

The Company has obtained a compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

13. Statement pursuant to Listing Agreements:

The Company''s securities are presently listed at Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange. The Company has paid Annual

Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange. However the Company has not paid the listing fees for the other stock exchanges.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreements forming part of this Report is attached hereto and forms part of this report.

14. Acknowledgement

Your directors take this opportunity to thank our customers, bankers, and all the shareholders for the co-operation and assistance extended to the Company and look forward to their continued support.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LIMITED

Sd/- Sd/- Rajiv Agarwal Anupma Agarwal Director Director

Place: New Delhi

Date: 30/08/2011

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Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report on the operations of the company and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Rs in lacs

2009-10 2008-09

Sales NIL NIL

Other Income 3.40 NIL

Gross Profit/ (Loss) before Depreciation 3.40 (1.26)

Less: Depreciation NIL NIL

Profit/ (Loss) before Tax 3.40 (1.26)

Provision for Tax NIL NIL

Balance in Profit/Loss A/c (349.10) (347.83)

Profit/ (Loss) carried to Balance Sheet (349.16) (349.10)



GENERAL REVIEW AND PROSPECTS

During the year under review, the Company did not carry out any manufacturing operations as the assets of the company are in the possession of UP Financial Corporation (UPFC), the financial institution. The Directors have worked out for a one time settlement with UPFC and plan to make the payment in current financial year.

DIVIDEND

Due to continued losses and no activity in the company, the Directors regret to recommend any dividend.

PARTICULARS OF EMPLOYEES

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. Therefore, the information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not being given.

PUBLIC DEPOSIT

Your Company has not received any deposits from Public under Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Shrish Kant Srivastava, Director of the Company, is retiring by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENTS

Directors’ Responsibility Statements as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31st March, 2010, the applicable accounting standards issued by the Institute of Chartered Accountants of India as applicable to the company have been followed.

(ii) The accounting policies were selected and applied consistently and the judgments and estimates were made that were 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 ended on 31st March, 2010 and of the Loss of the company for the period ended on 31st March, 2010.

(iii) Proper and sufficient care was taken 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) Annual accounts were prepared on a going concern basis.

AUDITORS

The company’s Auditors M/S GUPTA JALAN & ASSOCIATES, Chartered Accountants retire and are eligible for re-appointment. The company has received letter from the auditors to the effect that their re-appointment if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

As regards the observations in the Auditor’s in their Report of 27th May, 2010 these are self explanatory and therefore, do not call for further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy or technology absorption.

FOREIGN EXCHANGE EARNINGS & OUTGO - NIL

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

No Management Discussion and Analysis Report is being annexed hereto as there was no manufacturing activity in the company because of the taking over of the possession of the assets of the company by UP Financial Corporation, the financing Institution.

LISTING AGREEMENTS

The securities of the Company are listed on Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange.

The Company has paid Annual Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange. However the Company has not paid the listing fees for the other stock exchanges.

ACKNOWLEDGEMENT

On behalf of the Board of Directors and on my own behalf, we take this opportunity to thank our customers, bankers, and all the shareholders for the co-operation and assistance extended to the Company and look forward to their continued support.

For and On behalf of the Board of Directors

For SUDEV INDUSTRIES LTD.

Place: Ghaziabad Sd/- Sd/-

Date: 31st August, 2010 Rajiv Agarwal Anupma Agarwal

Director Director

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Mar 31, 2009

The Directors are presenting the Annual Report and the audited, accounts for the year ended on 31st March, 2009.

FINANCIAL RESULTS

Rs in lacs

2008-09 2007-08

Sales NIL NIL

Other Income NIL 0.53

Gross Profit/ (Loss) before Depreciation (1.26) (2.36)

Less: Depreciation NIL NIL

Profit/ (Loss) before Tax (1.26) (2.35)

Provision for Tax NIL NIL

Balance in Profit/Loss A/c (347.83) (345.48)

Profit/ (Loss) carried to Balance Sheet (349.10) (347.83)

GENERAL REVIEW AND PROSPECTS

During the year under review, the Company did not carry out any manufacturing operations as the assets of the company are in the possession of UP Financial Corporation (UPFC), the financial institution. The Directors have worked out for a one time settlement with UPFC and plan to make the payment in current financial year. They are also exploring the possibility of selling the unit to repay the liabilities of the financing institution.

DIVIDEND

Due to continued losses and no activity in the company, the Directors regret to recommend any dividend.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2009 is NIL.

PUBLIC DEPOSIT

The company has not accepted any public deposits during the year or in earlier years.

DIRECTORS

Mrs. Anupama Aggarwal , Director of the Company, who is retiring by rotation at this Annual General Meeting and being eligible offers herself for reappointment.

Mr Naveen Khatri who was appointed as an Additional Director of the Company in November, 2008 and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Naveen Khatri for the office of director in terms of Section 257 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENTS

Directors Responsibility Statements as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.09, the applicable accounting standards issued by the Institute of Chartered Accountants of India as applicable to the company has been followed.

(ii) The accounting policies were selected and applied consistently and the judgement and estimates were made that were 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 ended on 31.03.2009 and of the Loss of the company for the period ended on 31.03.2009.

(iii) Proper and sufficient care was taken 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) Annual accounts were prepared on a going concern basis.

AUDITORS

The companys Auditors M/S GUPTA JALAN & ASSOCIATES, Chartered Accountants retire and are eligible for re-appointment. The company has received letter from the auditors to the effect that their re-appointment if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the year ended 31.03.2010.

AUDITORS REPORT

As regards the observations in the Auditors in his Report of even date these are self explanatory and therefore, do not call for further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy.

FOREIGN EXCHANGE EARNINGS & OUTGO - NIL

CORPORATE GOVERNANCE

During the year under report, your company is required to implement the requirements of code of corporate governance in accordance with clause 49 of the listing agreement with the stock exchanges and has complied accordingly to the best of its ability, as detailed in a report on Corporate Governance issued as part of the annual report.

No management Discussion and Analysis Report is being annexed hereto as there was no manufacturing activity in the company because of the taking over of the possession of the assets of the company by UP Financial Corporation, the financing Institution.

LISTING AGREEMENTS

The securities of the Company are listed on Delhi Stock Exchange, Bombay Stock Exchange, UP Stock Exchange- Kanpur, Jaipur Stock Exchange, Chennai Stock Exchange and Kolkata Stock Exchange.

The Company has paid Annual Listing Fees for the Bombay Stock Exchange and Delhi Stock Exchange. However the Company has not paid the listing fees for the other stock exchanges.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation and assistance received from Shareholders, Patterns and all those associated with the company during the year under review.

For and on behalf of Board of Directors

Sd/- Place: Sikandrabad Rajiv Agarwal

Date: 31.08.2009 Director

---

Mar 31, 2008

The Directors are presenting the Annual Report and the audited accounts for the year ended on 31st March, 2008.

FINANCIAL RESULTS Rs in lacs 2007-08 2006-07 Sales NIL NIL Other Income NIL NIL Gross Profit/ (Loss) before Depreciation (2.36) (2.98) Less: Depreciation (----) (11.99) Profit/ (Loss) before Tax (2.36) (14.98) Provision for Tax NIL NIL Balance in Profit/Loss A/c (345.48) (330.49) Profit/ (Loss) carried to Balance Sheet (347.83) (345.48)

GENERAL REVIEW AND PROSPECTS

During the year under review, the Company did not carry out any operations as the assets of the company are in the possession of UP Financial Corporation (UPFC), the financial institution. The Directors are still working for a one time settlement with UPFC. They are also exploring the possibility of selling the unit to repay the liabilities of the financing institution after arriving at a one time settlement. The directors are also exploring other avenues to make the company operational.

DIVIDEND

Due to continued losses and no activity in the company, the Directors regret to recommend any dividend.

PARTICULARS OF EMPLOYEES

Information required as per section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 forming part of this report for the year ended 31st March, 2007 is NIL.

PUBLIC DEPOSIT

The company has not accepted any public deposits during the year or in earlier years.

DIRECTORS

Pursuant to the provisions of section 255 and 256 of the Companies Act, 1956 Mr. Rajiv Agarwal, Director retires at this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENTS

Directors Responsibility Statements as required under Section 217(2AA) of the Companies Act, 1956 is as follows:

(i) In preparation of the annual accounts as on 31.03.08 the applicable accounting standards issued by the Institute of Chartered Accountants of India as applicable to the company has been followed.

(ii) The accounting policies were selected and applied consistently and the judgement and estimates were made that were 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 ended on 31.03.2008 and of the Loss of the company for the period ended on 31.03.2008.

(iii) Proper and sufficient care was taken 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) Annual accounts were prepared on a going concern basis.

AUDITORS

The companys Auditors M/S GUPTA JALAN & ASSOCIATES, Chartered Accountants retire and are eligible for re-appointment. The company has received letter from the auditors to the effect that their re-appointment if made, would be within the limits specified under Section 224(1B) of the Companies Act, 1956. Members are requested to appoint the auditors for the year ended 31.03.2009.

AUDITORS REPORT

As regards the observations in the Auditors in his Report of even date these are self explanatory and therefore, do not call for further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year the company was not involved in any manufacturing activities, which require consumption of energy.

FOREIGN EXCHANGE EARNINGS & OUTGO - NIL

CORPORATE GOVERNANCE

During the year under report, your company is required to implement the requirements of code of corporate governance in accordance with clause 49 of the listing agreement with the stock exchanges and has complied accordingly to the best of its ability, as detailed in a report on Corporate Governance issued as part of the annual report.

No management Discussion and Analysis Report is being annexed hereto as there was no manufacturing activity in the company because of the taking over of the possession of the assets of the company by UP Financial Corporation, the financing Institution.

ACKNOWLEDGEMENT

Your directors acknowledge with gratitude the cooperation and assistance received from Shareholders, Patterns and all those associated with the company during the year under review.

For and on behalf of Board of Directors

Sd/- Sd/- Place: Sikandrabad Rajiv Agarwal Date : 31.08.2008 Director

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Sep 30, 1995

To

The Members of Sudev Industries Limited

The Directors are presenting Third Annual Report of the Company for the period ended 30th September, 1995

FINANCIAL RESULTS

Current Year (Rs. in Lacs) ------------- Turnover 416.98 Other Income 0.04 ------ 417.02 ------ Gross Profit before Depreciation 23.70 Less: Depreciation 0.35 ------ Profit before Tax 23.35 Provision for taxation 0.00 Profit after Tax -Carried to Balance Sheet 23.35

SHARE CAPITAL

To part finance the project, the company came out with a Public Issue of 30,00,000 Equity Shares of Rs. 10/- each at a par aggregating Rs. 300.00 lacs in 1994. The allotment was completed on 27th July, 1994. The shares have since been listed at Delhi, Bombay, Jaipur Kanpur (U.P.), Calcutta and Madras Stock Exchanges.

The Directors express their gratitude to the shareholders for their confidence and support in making the Public Issue a success. The Directors also take this opportunity to express their deepsense of appreciation to all the agencies connected with the issue including Lead Managers, Co-Managers, Registrar to the Issue and advisors to the Issue.

PROGRESS OF THE PROJECT

Due to unforeseen circumstances there has been some delay in the implementation of the project. Your Directors are hopeful that the project will be fully implemented by January 1996.

DIRECTORS

During the year Shri B K Verma resigned from the Board. The Board place on record its appreciation for the valuable services rendered by them during their tenure with the Company.

Sh.O.P. Agarwal, Director expired in August, 1994. Your Directors express their deep sorrow for the untimely death of Sh.O.P. Agarwal and also take this opportunity to express their gratitude for his guidance during his tenure as Director.

Shri LokKumar, Smt. Anupma Agarwal and Shri G. Ramarathnam were appointed as additional Directors on 12/09/1994, 28/12/1994 and 26/06/1995 respectively. They cease to be Directors under Section 260 of the Companies Act, 1956 at the ensuing general meeting and are eligible, for re-appointment.

Shri Y. K Jain and Shri G.P. Agarwal Directors of the Company, retire by rotation at the ensuing General Meeting and, being eligible, offer themselves for re-appointment.

FIXED DEPOSIT

The Company has neither invited nor accepted deposits from the public during the year and as such there are no unpaid or unclaimed deposits lying with the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUT GO

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, the following information is provided:

(a) Conservation of Energy

The projects still in the implementation stage.

(b) Technology Absorption

It is in the process of absorption.

(c) Foreign Exchange Earnings and Outgoings

1) Foreign Exchange Earnings NIL

2) Foreign Exchange Outgo Rs. 41,506

AUDITORS

M/S Manoj Aggarwal & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (1B) of the Companies Act, 1956 confirming their eligibility for re-appointment.

AUDITORS' REPORT

In respect of the observation made by the Auditors in their Report, your Directors wish to state as under:

Reference to Auditors Report(Point No.)

(1) The technical Know -Howfee is again under discussion with collaborators and hence the liability has not been provided.

(2) It is self explanatory.

PERSONNEL

The Directors would like to place on record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels.

No particulars of employees as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 need to be furnished as none of the employees of your company was drawing remuneration in excess of the limits specified in above Section.

STATEMENT UNDER CLAUSE 43 OF THE LISTING AGREEMENT:

As required by Clause 43 of the listing agreement, performance of the Company vis-a-vis projections made in the prospectus in respect of its Public Issue is mentioned below:

A) Utilisation of Funds

The Company has used the funds for the purpose for which it was raised after making suitable revision in the investment programme due to change in the financing pattern of the project.

B) Profitability

Particulars As projected in Actuals for the prospectus dated year 1994-95 13/04/1995 for the year 1994-95 ---------------- --------------- Sales (Rs./Lacs) 762.80 416.98 Profit before Tax (Rs./Lacs) 58.00 23.35 Profit after Tax (Rs./Lacs) 38.78 23.35

The actual results were below expectations mainly due to delay in the implementation of the project on account of unforseen circumstances.

ACKNOWLEDGEMENT

The Directors with to place on record their appreciation for the whole hearted support and the co-operation extended by all associated with the commercial operations of the Company.

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Mar 31, 1994

Information not Reported