Directors Report of SVA India Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to present the 33rd Annual Report along with the audited financial statements of the Company for the year ended 31st March, 2014

Financial results

Highlights of financial result for the year were as under:

2013/14 2012/13 ''in Lakhs ''In Lakhs

Profit from Operations before Other Income & Interest 321.27 510.14

Add: Other Income 3.04 4.25

Operating profit before Interest 10.90 18.84

Less: Interest (1.44) 9.24

Add: Exceptional lncome/(Expenses) - -

Profit Before Tax (1.44) 9.24

Provision for Tax 1.05 (1.76)

Income Tax Adjusted for earlier year (0.88) (5.41)

Profit After Tax (1.61) 2.07

Add: Surplus brought forward from Previous Year 32.53

Amount available for appropriation 34.60 34.60

General Reserve No. 1 0 -

Debenture Redemption Reserve A/c - -

Dividends - -

Interim Dividend - -

Final (Proposed) - -

Tax on Dividend - -

Balance carried forward 32.99 34.60

REVIEW OF OPERATIONS

The Company is engaged in trading of Zinc oxide and Tea Products. During the year the Company has imported Rs. 12.623,206/-(P.Y 1141,138,737/-) Of the Zinc oxides and Rs. 4,293,816.67 (P.Y. 9,124,903,79) Of the Tea Products. The Turnover for the current year has decreased from Rs. 48,028,396/- to Rs.30,276,828/- (P.Y. has increased from Rs. 29,048,110 /- To Rs. 48,028,396/-) tor the year ended 31.03 2014 and the profitability has been decreased to Rs. 03.18 Lacs due to recession of global market and fluctuation of prices of Zinc oxides. The company has tied up with UCA LANKA PVT LTD as sole representatives for marketrg their products worldwide. The company expects good prospects In coming years The company has tied up with BASILUR TEA EXPORTS (PVT) LTD for marketing their products worldwide. The company expects good prospects in coming years.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sncere and devoted services & contribution rendered by the highly committed officers ptaced at various level of operation of the company.

PARTICULARS OF EMPLOYEES

As none of the Company was in reccpt of remuneration in excess of the limits presented information as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are not required to be given.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The companies (Disclosure of particulars in the Report if the Board of Directors) Rules, 1988 require Disclosure of Particular Regarding conservation of Energy in Form A and Technology Absorption in Form B. The Company not being a Manufacturing Company is advised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & OUTGO

The particular with respect to Foreign Exchange Earning & Expenditure pursuant to Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 appears in the Notes to Accounts.

AUDITORS

M/s. S.D Motta & Associates. Auditors will retire ensuing Annual General Meeting art berg eligible officer themselves for re- appointment. The directors recommended their reappointment until the conclusion of the next Annual General Meeting of the company

FIXED DEPOSITS

During the year, the company has not accepted any Fixed Deposits from Public under Section 58-A of the Companies Act, 1956

DIRECTORS

Mr. Jitendra Yadav, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-apportment.

DIVIDEND

Due to insufficient of the profits of the Company, Directors do not recommend any dividend.

AUDITORS''S REPORT

The Auditors have referred to certain matters in their report. The respective notes to the account are self-explanatory in respect of comments of the Auditor.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continued cooperation and support extended by the Bankers, Business Constituents, employees and the shareholders of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors of the Company state in respect of the year ended 31st March, 2014.

a) In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. b) They 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 and of the Profit or Loss of the Company for that year. (Rs. In Lacs)

(c) They 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.

d) They have prepared Annual Accounts on a going concern basis.

Registered Office: By Order of the Board Mittal Tower Nariman Point, (Ranjana Gupta) Mumbai-400021 Chairperson Date: 29th May, 2014

---

Mar 31, 2013

The Directors are pleased to present the 32nd Annual Report along with the audited financial statements of the Company for the year ended 31st March, 2013

Financial results

Highlights of financial result for the year were as under: ¦

(Rs. in Laces)

Particulars 2012-13 2011-12

Sales and other income 510.14 290.48

Operating profit before interest, depreciation and tax 18.84 (20.04)

Other Income 4.25 4.00

Less:

Interest and other financial charges - -

Depreciation (13.85) (10.51)

Profit before tax 9.24 (26.55)

Provision for Taxation-MAT (1.76) -

Less:

Income Tax (including deferred tax and FBT) - -

Income Tax adjusted for Earlier Years (5.41) -

Profit/(Loss) After Tax 2.07 (26.55)

Debenture redemption reserve - -

Proposed dividend - -

Dividend tax - -

Profit brought forward from previous 32.52 59.07

Profit carried to Balance Sheet 34.60 32.52

REVIEW OF OPERATIONS

The Company is engaged in trading of Zinc oxide and Tea Products. During the year the Company has imported Rs. 1, 14, 11,387.37/-(P.Y. 18,414,923/-) Of the Zinc oxides and Rs. 91, 24,903.79 /-(P.Y. 3,110,969.47 /-) Of the Tea Products. The Turnover for the current year has Increased from Rs. Rs.29, 048,110/- to Rs, 4,80,28,396/- (P.Y. it was decreased from Rs. /- 59,263,773/- to Rs. 29,048,110/-) for the year ended 31.03.2013 and the profitability has been increased to 9,23,341/- due to increase of the demand of the products in tea segment of the Company. The company has tied up with UCA LANKA PVT LTD as sole representatives for marketing their products worldwide. The company further expects good prospects in coming years. The company tie up with BASILUR TEA EXPORTS (PVT) LTD for marketing their products worldwide has indicated a positive response. The company expects that good prospects would continue in coming years.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere and devoted services & contribution rendered by the highly committed officers placed at various level of operation of the company.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, information as per section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are not required to be given.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The companies (Disclosure of particulars in the Report if the Board of Directors) Rules, 1988 require Disclosure of Particular Regarding conservation of Energy in Form A and Technology Absorption in Form B. The Company not being a Manufacturing Company is advised that Form A and B are not applicable to it.

AUDITORS

M/s. S.D. MOTTA & ASSOCIATES, Chartered Accountant, Auditors will retire ensuing Annual General Meeting and being eligible officer themselves for re-appointment. The directors recommended their reappointment until the conclusion of the next Annual General Meeting of the company

FIXED DEPOSITS''-

During the year, the company has not accepted any Fixed Deposits from Public under Section 58-A of the Companies Act,1956.

DIRECTORS

Mrs. Rajang Gupta of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers herself for re-appointment.

DIVIDEND ¦

Due to insufficient of the profits of the Company, Directors do not recommend any dividend.

AUDITORS S REPORT

The Auditors have referred to certain matters in their report. The respective notes to the account are self-explanatory in respect of comments of the Auditor.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the continued cooperation and support extended by the Bankers, Business Constituents, employees and the shareholders of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state in respect of the year ended 31st March, 2013.

a) In preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b) They 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 and of the Profit or Loss of the Company for that year. (Rs. In Laces)

(c) They 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.

d) They have prepared Annual Accounts on a going concern basis.

Registered Office: By Order of the Board

162-c, Metal Tower Airman Point,

Mumbai-400 021

Date: 30th May, 2013

(Ranjana Gupta)

Chairperson

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty Ninth Annual Reports together wiith the Audited Accounts of your Company for the financial year 31st March 2010.

FINANCIAL RESULTS

(RS. In Lacs)

Year Ended Year Ended

31/03/2010 31/03/2009

Gross Turnover 510.07 100.40

Gross Operating Profit 27.71 10.88

Depreciation (9.32) (7.71)

Profit before Tax 18.39 3.17

Provision for Taxation 1.53 -

Expenses related to Prior Period (0.48) (4.11)

Profit/ (Loss) After Tax 16.38 (0.95)

Profit brought forward from previous 39.47 40.42

Profit carried to Balance Sheet 55.85 39.47

REVIEW OF OPERATIONS

The Company is engaged in trading of Zinc oxide and performed well. During the year the Company has imported Rs. 36,816,689/- {P.Y. 4,924,6567-) Of the Zinc oxides. The Turnover for the current year has increased from Rs. 8,203,135/- to Rs. 49,362,8467- (P.Y.Rs. 27,909,148/- To Rs. 8,203,135/-) for the year ended 31.03.2010 and the profitability has been increased from Rs. 3.17 lacs to Rs. 18.39 lacs due to recession of global market and fluctuation of prices of Zinc oxides. The company has tied up with UCA LANKA PVT LTD as sole representatives for marketing their products world wide. The company expects good prospects in coming years.

DIVIDEND

Due to Plough back profit of the Company, Directors do not recommend any dividend.

AUDITORSS REPORT

The Auditors have referred to certain matters in their report. The respective notes to the account are self-explanatory in respect of comments of the Auditor.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The companies (Disclosure of particulars in the Report if the Board of Directors) Rules, 1988 require Disclosure of Particular regarding conservation of Energy in Form A and Technology Absorption in Form B. The Company not being a Manufacturing Company is advised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & OUTGO

The particular with respect to Foreign Exchange Earning & Expenditure pursuant to Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 988 appears in the Notes to Accounts.

FIXED DEPOSITS

During the year, the company has not accepted any Fixed Deposits from Public under section 58-A of the Companies Act, 1956.

DIRECTORS

Mr. Rahgav Gupta, Director of the Company retires by rotation at the ensuring Annual Gemeral Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) that in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii) that the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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 have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s. Uday Pasad & Associates, Chartered Accountant, Auditors will retire ensuing Annual General Meeting and being eligible officer themselves for re-appointment The directors recommended their reappointment until the conclusion of the next Annual General Meeting of the company.

Compliance Certificate

During the year, the Company has appointed M/s. VKM & Associates, practicing company Secretary to obtain compliance certificate u/s 383A of the Companies Act 1956. A copy of Compliance Certificate is enclosed herewith.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere and devoted services & contribution rendered by the highly committed officers placed at various level of operation of the company.

PARTICULARS OF EMPLOYEES

None of the employees qualify for the remuneration under section 217(2A) of the company act, 1956 hence no particular are given.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from various Government Department, Banks, Customers and shareholders of the company during the financial year.

By Order of the Board of Directors.

RANJANA GUPTA

Chairperson

Place: Mumbai

Date: 26.07.2010

REGISTERED OFFICE:

162-C, Mittal tower,

Nariman Point,

Mumbai-400021

---

Mar 31, 2009

The Directors have pleasure in presenting their Twenty Eight Annual Reports together with the Audited Accounts of your Company for the financial year 31st March 2009.

FINANCIAL RESULTS

(RS. In Lacs)

Year Ended Year Ended 31/03/2009 31/03/2008

Gross Turnover 100.40 289.24

Gross Operating Profit 10.88 40.99

Depreciation (7.71) (1.83)

Profit before Tax 3.17 39.16

Provision for Taxation 0.00 3.99

Expenses related to Prior Period (4.11) -

Profit/ (Loss) After Tax (0.95) 35.17

Profit brought forward from previous 40.42 5.26

Profit carried to Balance Sheet 39.47 40.42

REVIEW OF OPERATIONS

The Company is engaged in trading of Zinc oxide and performed well. During the year the Company has imported Rs. 49, 24.56/- (P.Y. 1, 77, 51,676.96/-) Of the Zinc oxides. The Turnover for the current year has decreased from Rs. 2,79,09,148/- to Rs. 82,03,135/- (P.Y.Rs. 2,28,94,767/- To Rs. 2,79,09,148/-) for the year ended 31.03.2009 and the profitability has been decreased from Rs. 39.16 lacs to Rs.3.17 lacs due to recession of global market and fluctuation of prices of Zinc oxides The company has tied up with UCA LANKA PVT LTD as sole representatives for marketing their products world wide. The company expects good prospects in coming years.

DIVIDEND

Due to Plough back profit of the Company, Directors do not recommend any dividend.

AUDITORSs REPORT

The Auditors have referred to certain matters in their report. The respective notes to the account are self-explanatory in respect of comments of the Auditor.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The companies (Disclosure of particulars in the Report if the Board of Directors) Rules, 1988 require Disclosure of Particular regarding conservation of Energy in Form A and Technology Absorption in Form B. The Company not being a Manufacturing Company is advised that Form A and B are not applicable to it.

FOREIGN EXCHANGE EARNINGS & OUTGO

The particular with respect to Foreign Exchange Earning & Expenditure pursuant to Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 appears in the Notes to Accounts.

FIXED DEPOSITS

During the year, the company has not accepted any Fixed Deposits from Public under Section 58-A of the Companies Act, 1956.

DIRECTORS

Mr. Raghav Gupta, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. Mr. Narendra Bajaj has been appointed as Independent Director of the Company

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility statement, it is hereby confirmed.

i) that in the preparation of the annual accounts for the financial year ended 31st March 2009 applicable accounting standards have been followed along with proper explanation relating to material departures:

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

iii) that the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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 have prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

AUDITORS

M/s. Uday Pasad & Associates, Chartered Accountant, Auditors will retire ensuing Annual General Meeting and being eligible officer themselves for re-appointment. The directors recommended their reappointment until the conclusion of the next Annual General Meeting of the company.

Compliance Certificate

During the year, the Company has appointed M/s. VKM & Associates, practicing company Secretary to obtain compliance certificate u/s 383A of the Companies Act 1956 A copy of Compliance Certificate is enclosed herewith.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere and devoted services & contribution rendered by the highly committed officers placed at various level of operation of the company.

PARTICULARS OF EMPLOYEES

None of the employees qualify for the remuneration under section 217(2A) of the company act, 1956 hence no particular are given.

ACKNOWLEDGEMENT .

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from various Government Department, Banks, Customers and shareholders received from various Government Department, Banks, Customers and

By Order of the Board of

Directors

RANJANA GUPTA

Chairperson

Place: Mumbai

Date: 25.07.2009

REGISTERED OFFICE:

162-C,Mittaltower,

Nariman Point,

Mumbai-400021