Directors Report of Sumuka Agro Industries Ltd.

Mar 31, 2016

To The Members Superb Papers Limited

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company for the year ended 31st March 2016.

Financial Results

The performance of the Company for the financial year ended 31st March 2016 is summarized as under:

SN	Particulars	31-03-2016 (Rs.)	31-03-2015 (Rs.)
1.	Total Sales / Income from Operations	10,91,500	9,99,568
2.	Other Income	4,22,829	26,48,328
3.	Net profit/loss before depreciation	4,56,955	79,551
4.	Depreciation	0	0
5.	Net profit/loss before taxation	4,56,955	79,551
6.	Provision for taxation (incl. deferred taxes)	1,41,201	19,272
7.	Net profit/loss after tax	3,15,754	60,279
8.	Appropriation/preliminary expenses w/off	0	0
9.	Balance carried forward	3,15,754	60,279

Performance Review

As can be seen from the financial statements, your Company has earned revenue of Rs. 10,91,500 and Net Profit for the year at Rs. 3,15,754.

Dividend

Your Board does not recommend any dividend on equity shares during the year.

Reserve

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under the review has been carried to the profit and loss account.

Deposits

The Company has not invite any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of Deposits) Rules, 2014.

Listing with Bombay Stock Exchange

The Equity Shares of the Company continued to be listed and traded on the BSE Limited (BSE). The scrip code number of the Equity Shares of the Company on BSE is 532070/SUPRBPA. The Company has paid up to date listing fees to the BSE.

Further, the Securities and Exchange Board of India (SEBI) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") on 2nd September, 2015. The Listing Regulations were effective from 1st December, 2015. Accordingly, all the listed entities were required to execute fresh listing agreement with Stock Exchanges where the shares of the Company were listed. The fresh agreement had to be executed within six months from the effective date. The Company entered into fresh Listing Agreement with BSE Limited (BSE) on 13th February, 2015.

Directors and Key Managerial Personnel

(a) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act, 2013 Mr. Rajesh Chapshi Dedhia (DIN No. 00477958), retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend their approval.

(b) Changes in Directors

- As per the provisions of 161 and other applicable provisions of Companies Act 2013, Mr. Paresh Harishkumar Thakker (DIN: 07336390) was appointed as an executive Additional Director of Company w.e.f May 30,2016 to hold office upto the ensuing Annual General Meeting of the Company.

- As per the provisions of Section 149,152,161 and other applicable provisions of Companies Act 2013, Mr. Nishit Rasiklal

Doshi (DIN: 07353642) was appointed a non executive additional director of the Company in the category of Independent Director w.e.f 30/5/2016 to hold office upto the ensuing Annual General Meeting of the Company.

- As per the provisions of Section 196,197 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Rules made there under, as amended from time to time, read with Schedule V to the Act, Mr. Paresh Harishkumar Thakker (DIN: 07336390), appointed as Managing Director of the Company w.e.f 11.08.2016 for five year subject to the approval of the Shareholders in the ensuing annual general meeting.

- As per the provisions of Section 161 and other applicable provisions of Companies Act 2013 Ms. Anita Nilesh Joshi (DIN: 07574405) was appointed as an executive Additional Director of Company w.e.f 11/8/2016 to hold office up to the ensuing Annual General Meeting of the Company.

The brief details of all members of Board are annexed to this report.

The following persons are Directors & Key Managerial Personnel of the Company:

1. Mr. Rajesh Dedhia - Director & Compliance Officer

2. Mrs. Bhavna Mahendra Padwani - Women Director

3. Mr. Dhanraj Dhanvantrai Vithalani - Director

4. Mr. Kiran Bharatkumar Gandhi - Director & Chief Financial Officer

5. Mr. Paresh Harishkumar Thakkar - Managing Director

6. Mr. Nishit Rasiklal Doshi - Additional Director

7. Ms. Anita Nilesh Joshi - Additional Director

8. Ms. Suman Choudhary - Company Secretary

Alteration of main object of the Company

During the year under review, the Board of Directors of the Company had decided to diversify its business from paper industry to agro based industry. The Board of Directors had also decided to adopt new set of Memorandum & Articles of Association of the Company as per the Companies Act, 2013. In this connection, approval of the shareholders and approval of the Registrar of Companies and other required authorities was sought through postal ballot.

Change in name of the Company

During the year under review and in connection with change in main object of the Company, the Board of Directors had decided to change the name of the Company and accordingly, approval of the shareholders and approval of Registrar of Companies was sought through postal ballot.

The Company has received approval from the Registrar of Companies vide its letter dated July 25,2016 for the name ''Sumuka Agro Industries Limited.''

Share Capital

The paid up Equity share capital as at March 31, 2016 stood at Rs. 5,44,05,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

Directors'' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 as at 31st March, 2016 and the profit for the year ended on that date;

- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Directors have prepared the annual accounts on a going concern basis:

- 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;

- The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Auditors and Audit Report

Pursuant to the provisions of Section 139 and the rules framed there under M/s. Manoj Mehta & Co., Chartered Accountants, (FRN: 116681W), re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting, until the conclusion of twenty eighth Annual General Meeting (subject to ratification of their appointment at every AGM) at such remuneration plus service tax, out-of pocket, travelling and living expenses, etc., as may be agreed upon by mutual consultation.

The observations in the Auditors'' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.

Auditors Observations/Comments

The Director''s report and the Secretarial audit report, has addressed most of the issues and observations and the comments of the Auditors are self-explanatory.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Kushla Rawat & Associates, Company Secretaries in Whole-time Practice (ACS no. 33413, C P No.12566), was appointed to conduct Secretarial Audit for the year ended 31st March, 2016.

M/s Kushla Rawat & Associates, Practicing Company Secretaries has submitted report on the Secretarial Audit which is attached as "Annexure B" and forms a part of this report. There are some qualifications or observations or remarks made by the Secretarial Auditor in the Report.

Tax Provisions:

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

Corporate Governance and Shareholders Information

During the year under review, the Paid Up Capital and Net Worth of the Company were less than Rs. 10 crores and Rs. 25 crores respectively as on 31st March, 2016, therefore Corporate Governance provisions as specified in Regulations 17,18,19,20 21,22,2324, 25,26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished here under.

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Number of Board Meetings Conducted During The Year Under Review

The Company had 6 (Six) Board meetings during the financial year under review. The dates on which the Board meetings were held are May 28,2015, August 13,2015, August 27,2015, October 9,2015, October 28,2015 and February 13,2016.

Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

Particulars of Loan, Guarantees And Investments By Company:-

The particulars of loans and advances and investment have been disclosed in the notes to the financial statements.

Related Party Transactions:-

During the financial year ended March 31, 2016, no contracts or arrangements entered with related parties referred to in sub Section (1) ofSection188 of the Companies Act, 2013.

Thus, disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this Report.

Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Ms. Bhavna Padwani and Mr. Kiran Gandhi. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2015-16, four (4) Audit Committee meetings were held on 28th May, 2015,13th August, 2015,28th October, 2015 and 13th February, 2016.

Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Ms. Bhavna Padwani and Mr. Kiran Gandhi. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2015-16, two (2) Nomination and Remuneration Committee meetings were held on October 1,2015 and March 30,2016. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulation, 2015 the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Ms. Bhavna Padwani and Mr. Kiran Gandhi. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2015-16, two (2) Stakeholders Relationship Committee Meetings were held on August 27, 2015 and February 13,2016.

Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2016-17 onwards as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

Risk Management Policy:-

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the Company has formulated risk management policy and the same has been placed on the Company website. At present the company has not identified any element of risk which may adversely affect functioning of the company. Risk Management Policy placed on the Company''s website.

Corporate Social Responsibility Committee

The Company has not applicable to constitute a Corporate Social Responsibility Committee due to non- fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013.

Policy on Sexual Harassment of Women at Work Place

Pursuant to provisions of Sexual Harassment of women at work place (Prosecution, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has adopted a policy with effect from 13th February, 2016.

Company''s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Agreement.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Vigil Mechanism/Whistle Blower Policy

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.superbin.co.in.

Investor Services

As the members are aware, your company''s shares are tradable compulsorily in electronic form with effect from July 25, 2014 and your company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company’s shares on either of the Depositories as aforesaid.

Disclosures under Section 134(3) (l) Of the Companies Act, 2013

There are no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have complied with the Code.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

For Superb Papers Limited

Sd/-

(Paresh Harishkumar Thakker)

Chairman DIN: 07336390

Place: Mumbai

Date: 11/08/2016

---

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Twenty Fifth Annual Report of the Company for the year ended 31st March 2014.

Financial Results

The performance of the Company for the financial year ended 31st March 2014 is summarized as under:

SN Particulars 31-03-2014 31-03-2013 (Rs.) (Rs.)

1. Total Sales/Income 1681805 963350

2. Net profit/loss before depreciation & tax -658226 -3312336

3. Depreciation 0 0

4. Net profit/loss before taxation -658226 -3312336

5. Provision for taxation 155980 19362 (incl. deferred taxes)

6. Net profit/loss after tax -814206 -3331698

7. Appropriation/preliminary expenses w/off 0 0

8. Balance carried forward -814206 -3331698

Review of Operations

As can be seen from the financial statements, your Company has incurred substantial losses from sales of investments in shares and securities. This is part of the management strategy to restructure and revive the company''s business operations. Your company is working out the future strategy accordingly and pursuing alternate business avenues mainly from the training and consultancy segments.

Dividend

Your Board does not recommend any dividend on equity shares for the year.

Fixed Deposits

The Company has not invite any deposits from the public within the meaning of section 58A of the Companies Act, 1956 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

Directorate

Your Board comprises of efficient and able directors who have vast experience in this line of business. Mr. Dhanraj Dhanvantrai Vithalani and Ms. Bhavna Mahender Padwani, were appointed as additional director w.e.f 30.12.2013, and as they retires at the ensuing Annual

General Meeting and being eligible, offers themselves for re appointment as independent directors.

Mr. Pradip Bhimshi Shah retires at the ensuing Annual General Meeting by rotation and being eligible, offers himself for re-appointment as Director.

All the appointments and resignation of the Directors of the company are in accordance with the Corporate Governance Code of the Company and the relevant provisions of the Companies Act.

Corporate Governance

Report on Corporate Governance along with Certificate of Practicing Company Secretary pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, have been included in this Report as Annexure.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, Certificate of CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Reports mentioned above.

Directors'' Responsibility Statement Pursuant To Section 217(2AA) of the Act

The directors hereby confirm that-

* In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* 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 as at 31st March, 2014 and the loss for the year ended on that date;

* The directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

* The directors have prepared the annual accounts on accrual basis following the historical cost convention in accordance with Accounting Standards referred to in Section 211(3C) and other requirements of the Companies Act, 1956.

Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of Energy, Technology absorption and foreign exchange earning & outgo pursuant to section 217(i)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1986 and under section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, of the Act is set out here under.

SN Particulars Disclosure

1. Conservation of Energy The company continued to accord priority and Power Consumption to conservation of energy and is continuing its efforts to utilise energy more efficiently.

2. Technology Absorption The company has not absorbed any and Research & technology nor any research & development Development work has been carried out.

3. Particulars of Employees There are no employees of the category specified in section 217(2A)

Auditors

M/s. Manoj Mehta & Co., Chartered Accountants, (FRN: 116681W) who are the Statutory Auditor of the Company; hold the office until the conclusion of the ensuring Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold the office from the conclusion of this AGM till the conclusion of the Twenty Eighth Annual General Meeting subject to ratification of their appointment at every Annual General Meeting. The Company has received the Certificate under Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 from the Auditor.

Auditors Comments

The director''s report, corporate governance and mda have addressed most of the issues and observations and the comments of the Auditors are self-explanatory. As regards the auditors observation under section 274(1) (g) of the Act as regards one director Mr. R. C. Dedhia, the management of the Company is in the process of rationalising the issue.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

By order of the Board For Superb Papers Limited

(Mr. Rjesh Dedhia) Director DIN: 00 477958 Address: E-2/307, Bharat Nagar, Grant Road, Mumbai- 400007.

Place: Surat Date 27th May, 2014

---

Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the Twenty Fourth Annual Report of the Company for the year ended 31st March, 2013.

Financial Results

The performance of the Company for the financial year ended 31st March 2013 is summarized as under:

SN Particulars 31-03-2013 31-03-2012 (Rs) (Rs)

1. Total Sales/income 963350 1033965

2. Net profit/loss before depreciation & tax -3312336 36423

3. Depreciation 0 0

4. Net Profit/loss before Taxation -3312336 36423

5. Provision for tax (incl. deferred taxes) 19362 6285

6. Net Profit/loss after tax -3331698 30138

7. Appropriations / Preliminary Expenses W/off. 0 0

8. Balance carried forward -3331698 30138

Review of Operations

As can be seen from the financial statements, your company has incurred substantial losses from sale of investments in shares and securities. This is part of the manage- ment''s strategy to restructure and revive the Company''s business operations. Your Company is working out the future strategy accordingly and pursuing alternate busi- ness avenues mainly from the training and consultancy services.

Dividend

Your board does not recommend any dividends on equity shares for the year.

Fixed Deposits

The Company has not invited any deposits from the public within the meaning of sections 58A of the Companies Act, 1956 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

Directorate

Your Board comprises of efficient and able directors who have vast experience in this line of business. Mr. RajeshC. Dedhia retires at the ensuing Annual General Meeting by rotation and being eligible, offers himself for re-appointment as Director. There was no change in the board of directors during the year.

All the appointments and resignation of the Directors of the company are in accordance with the Corporate Governance Code of the Company and the relevant provisions of the Companies Act.

Corporate Governance

Report on Corporate Governance along with Certificate of the Auditors of your Company pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, have been included in this Report as Annexures.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, Certificate of CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of the Reports mentioned above.

Directors'' Responsibility Statement Pursuant To Section 217(2AA) of the Act

The directors hereby confirm that-

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* the directors have selected such accounting policies and applied them consis- tently 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 31st March, 2013 and the profit for the year ended on that date;

* the directors have taken proper and sufficient care of the maintenance of ade- quate accounting records in accordance with the provisions of the Act for safe- guarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

* the directors have prepared the annual accounts on accrual basis following the historical cost convention in accordance with Accounting Standards referred to in Section 211 (3C) and other requirements of the Companies Act, 1956.

Particulars of Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and Outgo

Particulars with respect to conservation of Energy, Technology absorption and foreign exchange earning & outgo pursuant to section 217(i)(e) read with Companies (Disclo- sure of Particulars in the Report of the Board of Directors) Rules, 1986 and under section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, of the Act is set out here under.

SN Particulars Disclosure

1. Conservation of Energy and The company continued to accord Power consumption priority to conservation of energy and is continuing its efforts to utilise energy more efficiently.

2. Technology Absorption and The company has not absorbed any Research & Development technology or any research & no development work has been carried out.

3. Foreign Exch. - Earnings Nil

Outgo Nil

4. Particulars of Employees There are no employees of the category specified in section 217(2A)

Auditors

The current Auditor M/s. Manoj Mehta & Co., Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, the members are requested to approve their re-appointment.

None of the Directors of the Company are interested in passing of the said Resolution.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for there continue support towards the conduct of the Company.

On behalf of the board

Sd/- Sd /- Director Director

Surat, 2nd September, 2013

---

Mar 31, 2010

Dear Members,

The directors have pleasure in presenting the Twenty First Annual Report of the Company fbrtheyearended31stMarch,2010.

FINANCIALRESULTS

The performance of the Company for the financial year ended 31st March 2010 is summa- rized under:

S. NO. PARTICULARS 31-03-2010 31-03-2009

1. Total Sales/Income 444000

2. Net profit/loss before depreciation & tax 94470 -243067

3. Depreciation

4. Net Profit/loss before Taxation 94470 -243067

5. Provision for tax (incl. deferred taxes) 29191

6. Net Profit/loss after tax 65279 -243067

7. [Appropriations/ Preliminary Expenses W/off. 38346

8. Balance brought forward -35625062 -35381995

9. Balance carried forward -35521437 -35625062

REVIEWOFOPERATIONS

As can be seen from the financial statements of your company your company does not own fixed assets.The company has notcarriedoutany manufacturingactivity during the year.

However, your company hopes to do better in future. Your Company is working out the futoestrategyac corkglyandpursuing the business from the other objects of the company mainly from the trainingandconsul tancyservices.

DIVIDEND

Your board does notre commend any dividend sonequity shares for the year.

FIXED DEPOSITS

The Company has not invited any deposits from the public within the meaning of sections 58A of the Companies Act,1956 (hereinafter"the Act"and anyre ference of sectionpertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)OFTHEACT

Thedirectorsherebyconfirmthat-

in the preparation of the annual accounts, the applicable accounting standards have been followedalongwithproperexplanationrelatingtomaterialdepartures;

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 as at 31st March, 2010 and the profit & loss accountfortheyearendedonthatdate;

the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assetsoftheCompanyandforpreventinganddetectingfraudandother irregularities; the directors have prepared the annual accounts on accrual basis following the historical convention in accordance with Accounting Standards referred to in Section 211(3C) andotherrequirementsoftheCompaniesAct,1956.

DIRECTORATE

Your Boardcomprisesofefficientandabledirectorswhohavevastexperiencein this lineof business. During the year Mr. Dhansukhbhai Panchal, Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible, offers himself forre- appointment.

The directors of the company are in a process of filing of annual filing with the concerned ROC and thus in a process of removing the disqualification as per section 274(l)(g) of the CompaniesAct,1956.

All the appointment of the Directors of the company are in compliance with the provisions of the Companies Act.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Certificate of the Auditors of your Company pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, have been includedinthisReportasAnnexure-AandtheAuditors''Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, Certificate of CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said Clause,isalsoenclosedasapartoftheReportsmentionedabove.

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

Particulars with respect to conservation of Energy, Technology absorption and foreign exchange earning & outgo pursuant to section 217(i)(e) read win Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1986 and under section 217(2A)read with Companies (Particulars of Employees) Rules, 1975, ofthe Act is setout hereunder.

S.NO. PARTICULARS DISCLOSURE

1. Conservation of Energy and The company continued to accord priority to Power consumption conservation of energy and is continu ing its efforts to utilize energy more efficiently.

2. Technology Absorption and The company has not absorbed any Research & Development technology or any research & no development work has been carried out.

3. Foreign Exch. Outgo Nil

4. Particulars of Employees There are no employees of the category specified under section 217(2A).

AUDITORS

The current Auditor M/s. Manoj Mehta & Co., Chartered Accountants, retire at the Conclusion of the ensuing annual general meeting and being eligible offers himself for re- appointment as Auditor for the ensuing year.

None of the Directors of the Compan yare interestedinpassing of thesaid Resolution.

ACKNOWLEDGEMENTS

The Board wishe stop laceonrecord the irappreciation for thesincereef fort softhe employ- ees and the co-operation extended by the Bankers, Shareholders, clients & associates for the recontinue support towards the conduct of the Company.

By order of the board

Sd/-

Chr.&Mg.

Director

Surat,30h June,2010

---

Mar 31, 2009

Dear Members,

The directors have pleasure in presenting the Twentieth Annual Report of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2009 is summarized as under:

S. NO. PARTICULARS 31-03-20091 31-03-2008

1. Total Sales/Income - -

2. Net profit/loss before depreciation & tax 243067 -242567

3. Depreciation - -

4. Net Profit/loss before Taxation -243067 -242567

5. Provision for tax (incl. deferred taxes) - -

6. Net Profit /loss after tax -243067 -242567

7. Appropriations - -

8. Balance brought forward -35381995 -35139428

9. Balance carried forward -35625062 -35381995

REVIEW OF OPERATIONS

As can be seen from the financial statements of your company, your company does not own fixed assets.

The company has not carried out any manufacturing activity during the year.

However, your company hopes to do better in future. Your Company is working out the future strategy accordingly and hence searching options for pursuing the business from the other objects of the company mainly from the training and consultancy services.

DIVIDEND

Your board does not recommend any dividends on equity shares for the year.

FIXED DEPOSITS

The Company has not invited any deposits from the public within the meaning of sections 58A of the Companies Act, 1956 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE ACT

The directors hereby confirm that-

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 as at 31st March, 2009 and the profit & loss account for the year ended on that date;

- the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors have prepared the annual accounts on accrual basis following the historical cost convention in accordance with Accounting Standards referred to in Section 211(3C) and other requirements of the Companies Act, 1956.

DIRECTORATE

Your Board comprises of efficient and able directors who have vast experience in this line of business.

During the year Mr. Pradip B Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The directors of the company are in a process of filing of annual filing with the concerned ROC and thus in a process of removing the disqualification as per section 274(1)(g) of the Companies Act, 1956.

All the appointment of the Directors of the company are in compliance with the provisions of the Companies Act.

AUDITORS

''The current Auditor Mr. R.G.Parwal, Chartered Accountants, retire at the Conclusion of the ensuing annual general meeting and being preoccupied with his professional duties, has expressed his inability to continue as Auditors of the Company and there for has informed the Company not to reappoint him as Auditor for the ensuing year.

None of the Directors of the Company are interested in passing of the said Resolution.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

On behalf of the board

Sd/-

(PRADIP SHAH)

SURAT, 11th SEPTEMBER, 2009

Director

---

Mar 31, 2008

Dear Members,

The directors have pleasure in presenting the Nineteenth Annual Report of the Company for the year ended 31st March, 2008.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2008 is summarized as under:

S.NO. PARTICULARS 31-03-20081 31-03-2007

1. Total Sales/Income - -

2. Net profit/loss before depreciation & tax 242567 -242607

3. Depreciation - -

4. Net Profit/loss before Taxation 242567 242607

5. Provision for tax (incl. deferred taxes)_ - -

6. Net Profit /loss after tax 242567 242607

7. Appropriations - -

8. Balance brought forward 35139428 34896821

9. Balance carried forward 35381995 35139428

REVIEW OF OPERATIONS

As can be seen from the financial statements of your company, your company does not own fixed assets.

The company has not carried out any manufacturing activity during the year.

However, your company hopes to do better in future. Your Company is working out the future strategy accordingly.

DIVIDEND

Your board does not recommend any dividends on equity shares for the year.

FIXED DEPOSITS

The Company has not invited any deposits from the public within the meaning of sections 58A of the Companies Act, 1956 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE ACT

The directors hereby confirm that-

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 31st March, 2008 and the profit & loss account for the year ended on that date;

- the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors have prepared the annual accounts on accrual basis following the historical cost convention in accordance with Accounting Standards referred to in Section 211(3C) and other requirements of the Companies Act, 1956.

DIRECTORATE

Your Board comprises of efficient and able directors who have vast experience in this line of business. During the year Mr. Vishal K Gada, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The directors of the company are in a process of filing the annual filings with the concerned ROC and thus are in a process of removing the disqualification as per section 274(1)(g) of the Companies Act, 1956.

All the appointment of the Directors of the company are in compliance with the provisions of the Companies Act.

AUDITORS

''The Auditor Mr.R.G.Parwal, Chartered Accountants, has offered his services as an auditor of the company for the current year.

None of the Directors of the Company are interested in passing of the said Resolution.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

On behalf of the board

Sd/-

(PRADIP SHAH)

SURAT, 1th SEPTEMBER, 2008

---

Mar 31, 2007

The directors have pleasure in presenting the Eighteenth Annual Report of the Company for the year ended 31st March, 2007.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2007 is summarized as under:

S. NO. PARTICULARS 31-03-2007 31-03-2006

1. Total Sales/Income

2. Net profit/loss before depreciation & tax -242607 -469286

3. Depreciation

4. Net Profit/loss before Taxation -242607 -469286

5. Provision for tax (incl. deferred taxes)

6. Net Profit /loss after tax -242607 -469286

7. Appropriations

8. Balance brought forward -34896821 -34427535

9. Balance carried forward -35139428 -34896821





REVIEW OF OPERATIONS

As can be seen from the financial statements of your company, your company does not own fixed assets.

However, your company hopes to do better in future. Your Company is working out the future strategy accordingly.

DIVIDEND

Your board does not recommend any dividends on equity shares for the year.

FIXED DEPOSITS

The Company has not invited any deposits from the public within the meaning of sections 58A of the Companies Act, 1956 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE ACT

The directors hereby confirm that- - in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; - 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 as at 31st March, 2007 and the profit & loss account for the year ended on that date;

- the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors have prepared the annual accounts on accrual basis following the historical cost convention in accordance with Accounting Standards referred to in Section 211(3C) and other requirements of the Companies Act, 1956.

DIRECTORATE

Your Board comprises of efficient and able directors who have vast experience in this line of business.

During the year Mr. Dhansukhbhai Panchal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The directors are in a process of filing the annual filings with the ROC, Ahmedabad, and thus trying to remove the disqualification as per section 274(1)(g) of the Companies Act, 1956..

All the appointment of the Directors of the company are in compliance with the provisions of the Companies Act.

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

Particulars with respect to conservation of Energy, Technology absorption and foreign exchange earning & outgo pursuant to section 217(i)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1986 and under section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, of the Act is set out here under.

S.NO. PARTICULARS DISCLOSURE

1. Conservation of Energy and The company continued to accord priority to conservation of Power consumption energy and is continuing its efforts to utilize energy more efficiently.

2. Technology Absorption and The company has not absorbed any technology or any research & Research & Development no development work has been carried out.

3. Foreign Exch. - Earnings Nil

Outgo Nil

4. Particulars of Employees There are no employees of
AUDITORS

The Auditor Mr.R.G.Parwal, Chartered Accountants, has offered his services as an auditor of the company for the current year.

None of the Directors of the Company are interested in passing of the said Resolution.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the employees and the co-operation extended by the Bankers, Shareholders, clients & associates for there continue support towards the conduct of the Company.

On behalf of the board

Sd/-

(PRADIP SHAH)

SURAT, 1TH SEPTEMBER, 2007 Director

---

Mar 31, 2006

Dear Members,

The directors have pleasure in presenting the Seventeenth Annual Report of the Company for the year ended 31st March, 2006.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2006 is summarized as under:

S. NO. PARTICULARS 31-03-2006 31-03-2005

1. Total Sales/Income 5760131

2. Net profit/loss before depreciation & tax -469286 -5276739

3. Depreciation

4. Net Profit/loss before Taxation -469286 -5276739

5. Provision for tax (incl. deferred taxes)

6. Net Profit /loss after tax -469286 -5276739

7. Appropriations

8. Balance brought forward -34427535 -29150196

9. Balance carried forward -34896821 -34427535







REVIEW OF OPERATIONS

As can be seen from the financial statements of your company, your company does not own fixed assets.

However, your company hopes to do better in future. Your Company is working out the future strategy accordingly.

DIVIDEND

Your board does not recommend any dividends on equity shares for the year.

FIXED DEPOSITS

The Company has not invited any deposits from the public within the meaning of sections 58A of the Companies Act, 1956 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE ACT

The directors hereby confirm that-- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; - 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 as at 31st March, 2006 and the profit & loss account for the year ended on that date;

- the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors have prepared the annual accounts on accrual basis following the historical cost convention in accordance with Accounting Standards referred to in Section 211(3C) and other requirements of the Companies Act, 1956.

DIRECTORATE

Your Board comprises of efficient and able directors who have vast experience in this line of business. During the year Mr. Pradip B Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All the appointment of the Directors of the company are in compliance with the provisions of the Companies Act.

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

Particulars with respect to conservation of Energy, Technology absorption and foreign exchange earning & outgo pursuant to section 217(i)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1986 and under section 217(2A) read with Companies (Particulars of Employees) Rules, 1975, of the Act is set out here under.

S.NO. PARTICULARS DISCLOSURE

1. Conservation of Energy and The company continued to accord priority to conservation of Power consumption energy and is continuing its efforts to utilize energy more efficiently.

2. Technology Absorption and The company has not absorbed any technology or any research & Research & Development no development work has been carried out.

3. Foreign Exch. - Earnings Nil Outgo Nil

4. Particulars of Employees There are no employees of
AUDITORS

''The Auditor Mr.R.G.Parwal, Chartered Accountants, has offered his services as an auditor of the company for the current year.

None of the Directors of the Company are interested in passing of the said Resolution.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the employees and the co-operation extended by the Bankers, Shareholders, clients & associates for there continue support towards the conduct of the Company.

On behalf of the board

Sd/-

(PRADIP SHAH)

SURAT, 12TH AUGUST, 2006 Director