Directors Report of Tavernier Resources Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 21st Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. A summary of the financial results is given below :-

1. FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

PARTICULARS YEAR ENDED

31/03/ 2015 31/03/ 2014

Turnover and other income 510.02 (92.62)

EBIDTA 270.65 (233.95)

Interest - -

Depreciation 6.34 9.74

Profit/(Loss) before Taxes 264.31 (243.69)

Exceptional items -- --

Tax expenses 0.58 --

Profit/(Loss) after Current tax 263.73 (243.69)

Deferred Tax 9.73 --

Profit/(Loss) after Tax 254.00 (243.69)

2. STATE OF COMPANY'S AFFAIRS

During the financial year under review, your Company's Operating Income was Rs. 510.02 Lakhs as against the loss of Rs. 92.62 Lakhs in the previous year. Other Income for the financial year 2014-15 stood at Rs.19.32 Lakhs.

The Company has reported Net Profit of Rs. 254.00 Lacs as against Net Loss of Rs. 243.69 Lacs in the previous year.

3. DIVIDEND

The Board has decided not to recommend any dividend for the financial year 2014 - 15 to conserve funds for future plans.

4. TRANSFER TO RESERVES

For the financial year 2014-15 under review, the Company has generated net profit of Rs. 254.00 Lacs and it is proposed to be retained in Profit & Loss account under the head reserves and surplus.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 5,97,90,000/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred during the period under review.

7. EXPANSION OF BUSINESS

The Company through its Board of Directors and management is taking extra efforts to reach at higher level by setting a benchmark. The Company also wishes to explore its business in future by keeping in view the dynamism of global market.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Aditi Aditya Dugar (DIN: 02300703) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Accordingly, her re-appointment forms part of the Notice of the ensuing Annual General Meeting.

During the period under review, Director, Mr. Sanjay Gajanan Pilankar has resigned from the Board of Directors of the Company w.e.f. 10th March, 2015 due to his pre-occupation with other business activities. The Board places on record their appreciation and gratitude for and the contributions made by Mr. Sanjay Gajanan Pilankar during his tenure as a Member of the Board of Directors of the Company.

Ankush Jain (DIN: 06842589) was appointed as an Additional Director designated as Non- Executive Independent Director on the Board of the Company w.e.f. 10th March, 2015. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, his continuation as an Independent Director on the Board of the Company shall be subject to approval by the Members of the Company.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Mr. Ankush Jain (DIN: 06842589) has given a declaration to the Company that he meets the criteria of independence as mentioned in Section 149 (6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. The details of the proposal for appointment of Independent Director are mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the notice of the 21st Annual General Meeting of the Company.

Mr.Prasad Sadanand Parkar (PAN NO: AHDPP9497L) has been ratified as Chief Financial Officer of the Company in the Board Meeting held on 10th March, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the sub-section (7) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, your Board of Directors hereby state:

(a) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and 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, 2015 and of the Profit & Loss of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

9. DECLARATION BY DIRECTORS

The Company has received declaration from all the independent directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

10. NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETINGS

During the year, Seven (07) Board Meetings of the Company and Five (05) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. AUDITORS

M/s. Haren Sanghvi & Associates, Chartered Accountants (Firm Registration Number 120743W), the Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting of the Company, and are eligible for re-appointment.

M/s. Haren Sanghvi & Associates, Chartered Accountants have granted their consent for appointment as Statutory Auditors of the Company and have confirmed their eligibility for being appointed as Statutory Auditors of the Company in terms of requirements prescribed under Companies Act, 2013. The Board of Directors of the Company recommends the appointment of M/s. Haren Sanghvi & Associates, Chartered Accountants as the Statutory Auditors of the Company for approval of the Members at the forthcoming Annual General Meeting.

12. AUDITORS REPORT

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors Report to the Shareholders does not contain any reservation, qualification or any adverse remark.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Sonal Kothari & Associates, Practicing Company Secretary, (C.P No. 8769) to conduct Secretarial Audit of the Company for the Financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as "Annexure I". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. CORPORATE GOVERNANCE

Our Company does not fall under the purview of the revised Clause 49 of the Listing Agreement. However the Company is voluntarily complying with the provisions of Clause 49 of the Listing Agreement.

15. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

During the year, there are no instances where the Board has not accepted the recommendations of the Audit Committee.

16. NOMINATION & REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as "Annexure II"

17. MANAGEMENT REMUNERATION

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forming part of this report.

18. RISK MANAGEMENT POLICY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not mandatorily required to contribute towards CSR pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder.

However, the Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement with stock exchanges. The Whistle Blower Policy is placed on the website of the Company.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

The details and the composition of Anti - Sexual Harassment Committee have been provided in Corporate Governance report.

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

As Company is not engaged in Industrial Activity, the Company is not required to comply with Conservation of Energy & Technology Absorption Clause.

The details in respect of Foreign Exchange earnings/outgo during the year under review is provided in "Annexure III".

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure IV".

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given under Note No. 9 forming part of the Financial Statements.

26. RELATED PARTY TRANSACTIONS

All Transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the Financial Year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to Financial Statements.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review forms part of the Annual Report.

28. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure V".

30. PERFORMANCE EVALUATION OF BOARD

The Company has devised a policy for evaluation of Performance of the Board of Directors, its Committees and individual Directors ("Policy"). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia comprises of the following key areas such as competencies and experience, quality of agenda notes circulated for board meetings, timelines for circulation of minutes, quality of recording board discussions, information sharing and communication, corporate governance process and disclosures.

The evaluation framework for assessing the performance of Committee(s) of Board of Directors inter-alia comprises of the following key areas such as composition of Members, deliverance of allocated responsibilities and qualitative Assessment/Responsibility.

The performance evaluation process of individual Directors inter alia comprises of the following key areas such as attendance at Board Meetings and Committee Meetings, preparations of the Board and Committee Meeting(s), Contribution in the Board room using expertise, knowledge, experience and wisdom, independence of views and judgement, ownership of value building. In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process is focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters. The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas. The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company i.e., www.tavernier.com

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders and in particular, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year

On behalf of the Board

Place: Mumbai Sudhir Milapchand Naheta Date: 27th August, 2015 Chairman and Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

PARTICULARS YEAR ENDED 31st March 2014 31st March 2013

Income from Operations (98.11) 293.69

Other Income 5.49 31.80

Profit (Loss) before Depreciation (233.95) 95.61

Less : Depreciation (9.74) (9.63)

Profit/ (Loss) after Depreciation (243.69) 85.98

Less : Provision for Tax/Current Year Tax Nil 16.38

Less : Deferred Tax Nil Nil

Profit/ (Loss) after Tax (243.69) 69.60

Balance carried to Balance Sheet (Profit/ (Loss) Account) (139.18) 104.52

Earnings Per Share (4.08) 1.16

2. OPERATIONS

During the year under review your Company has incurred a loss of Rs. 243.69 Lacs as against Net Profit of Rs. 69.60 Lacs in the previous Financial Year.

3. DIVIDEND

The Board of Directors did not recommend any Dividend for the year under review.

4. DIRECTORS

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Rajkumari Naheta retire from the Board of Directors of the Company by rotation and being, eligible, has offered herself for re-appointment at the ensuing Annual General Meeting.

In terms of provisions of Sections 149, 152 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, Mr. Pradeep Kumar Jayantikumar Jhaveri, Mr. Shashi Krishna Balsekar and Mr. Sanjay Gajanan Pilankar, Independent Directors of the Company are proposed to be appointed at the forthcoming Annual General Meeting for a consecutive period of five years upto 31st March, 2019 and they shall not be liable to retire by rotation. The Notice convening the forthcoming Annual General Meeting include the proposals for appointment / re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment / re- appointment at the ensuing Annual General Meeting and other details as required to be disclosed in terms of Clause 49 of the Listing Agreement forms part of the Notice of the forthcoming Annual General Meeting. None of the Directors are related inter-se to each other.

Mr. Sudhir M. Naheta was re-appointed as Managing Director of the Company on 13th May, 2014 for a further period of 5 years we.f 3rd March, 2014.The Board recommends his re- appointment for approval of the Members at the forthcoming Annual General Meeting.

None of the Directors are disqualified for appointment/re-appointment under Section 164(2) of the Companies Act, 2013.

5. AUDITORS AND AUDITORS REPORT

During the year, the Company had received intimation from M/s. Haren Sanghvi & Associates, stating that M/s. Haren Sanghvi & Associates, Chartered Accountants has been converted into a Partnership Firm from Proprietorship Firm under the provisions of the Indian Partnership Act, 1932 with effect from 1st April, 2014. The Board of Directors of the Company have taken due note of this change.

M/s. Haren Sanghvi & Associates, Chartered Accountants, the Statutory Auditors of the Company hold office until conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment as Statutory Auditors of the Company.

M/s. Haren Sanghvi & Associates, Chartered Accountants, Mumbai, have accorded their consent for appointment as statutory auditors and have also confirmed their eligibility for being appointed as statutory auditors of the Company in terms of requirements prescribed under Companies Act, 2013.

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

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such Accounting policies and applied them consistently and 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 of profit or loss of the Company on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a going concern basis.

7. CORPORATE GOVERNANCE

A report on Corporate Governance together with Auditors'' Certificate as required under Clause 49 of the Listing Agreement forms part of this Annual Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement is presented separately and forms part of this Report.

9. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW ETC

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure "A".

10. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

11. PARTICULARS OF EMPLOYEES

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

12. LISTING

The Shares of the Company are at present Listed at Bombay Stock Exchange. The Company has paid the listing fees for the current Financial Year to the Bombay Stock Exchange. The Company''s application for delisting of its Shares at Delhi Stock Exchange is still pending for consideration by the said Exchange.

13. COMMITTEES

a) Nomination and Remuneration Committee

In terms of Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted Nomination and Remuneration committee comprising of 3 Non-Executive Independent Directors. Mr. Pradeepkumar Jhaveri is the Chairman of this Committee. Mr. Sanjay Pilankar and Mr. Shashi Krishna Balsekar are the other members of this Committee.

b) Stakeholders Relationship Committee

In terms of Section 178 of the Companies Act, 2013 the existing Shareholders Grievance Committee has been re-christened as Stakeholders Relationship Committee was re-constituted on 12th August, 2013 comprising of 3 Non-Executive Independent Directors. Mr. Pradeepkumar Jhaveri, is the Chairman of this Committee. Mr. Sanjay Pilankar and Mr. Shashi Krishna Balsekar are the other members of this Committee.

c) Audit Committee

The Audit Committee was re-constituted on 12th August, 2013 comprising of 3 Non-Executive Independent Directors namely Mr. Pradeepkumar Jhaveri - Chairman, Mr. Sanjay Pilankar and Mr. Shashi Krishna Balsekar as Members of this Committee.

14. ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, and in particular, their employees, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

By Order of the Board of Directors

Sd/- Sudhir M. Naheta Managing Director

Place : Mumbai Date : 27th August, 2014

Registered Office: 209, Embassy Centre, Nariman Point, Marine Drive, Mumbai - 400021. CIN : L51909MH1994PLC193901 Tel.:[phone] Fax: [phone] Email: [email protected], [email protected] website:- http://www.tavernier.com

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Mar 31, 2013

The Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company forthe year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs. In Lacs) PARTICULARS YEAR ENDED 31*March2013 31*March2012

Income from Operations 293.69 327.68

Other Income 31.80 35.15

Profit (Loss) before Depreciation 95.62 (22.24)

Less : Depreciation (9.63) (0.22)

Profit/ (Loss) after Depreciation 85.98 (22.46)

Less : Provision for Tax/Current Year Tax 16.38 Nil

Less : Deferred Tax Nil (6.53)

Profit/ (Loss) after Tax 69.60 (15.93)

Add :Amount brought forward from Previous Year 34.92 50.85

Amount available for appropriation 104.52 34.92

Appropriations

Proposed Dividend @Rs.1/-pershare Nil Nil

Interim Dividend paid Nil Nil

Corporate Dividend Tax Nil Nil

Transfer to General Reserve Nil Nil

Prior Period Items Nil 0.02

Balance carried to Balance Sheet (Profit/ (Loss) Account) 104.52 34.92

Earnings Per Share 1.16 (0.27)

2. OPERATIONS:

During the year under review your Company achieved Operating Income ofRs. 293.69 Lacs as against Rs. 327.68 Lacs in the previous year. Other Income earned during the year stood atRs. 31.80 lacs as againstRs. 35.15 Lacs in the previous year.

The Company reported Net Profit of Rs. 69.60 Lacs as against Net Loss of Rs. 15.93 Lacs in the previous year.

3. DIVIDEND

The Board of Directors do not recommend any Dividend for the year under review.

4. DIRECTORS:

Shri Sanjay Gajanan Pilankar, Director of the Company retires by rotation under Article 116 of Articles of Association of the Company but being eligible offers himself for re-appointment.

Shri Shashi Krishna Balsekar was appointed as an Additional Director of the Company w.e.f. 25th May 2013 in the Board meeting held on 25th May, 2013. He holds office upto the date of ensuing Annual General Meeting. Notice has been received in writing from members proposing his appointment as the Director of the Company.

Shri Uday Marathe, Independent Director of the Company tendered his resignation from the Directorship of the Company w.e.f. 25th May 2013 and the Board of the Directors accepted his resignation with immediate effect.

5. AUDITORS:

M/s. Haren Sanghvi & Associates, Chartered Accountants of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as StatutoryAuditors of the Company. The Company has obtained a certificate as per Section 224 <1B) of the Companies Act, 1956to the effect that their re- appointment, if made, would be within the limits prescribed therein.

6. AUDITORS''REPORT:

There are no adverse observations in the Auditors'' Report.

7. DONATIONS:

During the year under report no donations were made to Social/ Educational Institutions.

8. DIRECTORS'' RESPONSIBILITYSTATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956,the Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made;

b) The Directors have selected such Accounting policies and applied them consistently and 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 profit or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) The Directors have prepared the Annual Accounts on a going concern basis.

9. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information in accordance with the provisions of Section 217(1 )(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure "A".

10. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits during the year under report.

11. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A)of the Companies Act, 1956.

12. LISTING

The Shares of the Company are at present Listed at Bombay Stock Exchange. The Company has paid the listing fees for the current financial year to the Bombay Stock Exchange. The Company''s Application for delisting of its Shares at Delhi Stock Exchange is still pending for consideration by the said Exchange

13. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the various Central and State Government Departments for their extended support and assistance to the Company. The Board of Directors would like to sincerely thank all the Shareholders and Creditors for their continued support and confidence in the Company.



FOR AND ON BEHALF OF THE BOARD



Place : Mumbai Sudhir M d/- Naheta Date : 12th August, 2013 Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting their 18th Annual Report on the business and operations of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED

31st March 2012 31st March 2011

Income from Operations 327.68 1015.49

Other Income 35.15 50.69

Profit/(Loss) before Depreciation (22.24) 58.90

Less: Depreciation (0.22) (0.17)

Profit/(Loss) after Depreciation (22.46) 58.73

Less: Provision for Tax Nil 11.21

Less: Deferred Tax (6.53) Nil

Profit/(Loss) after Tax (15.93) 47.52

Add :Amount brought forward from Previous Year 50.85 3.33

Amount available for appropriation 34.92 50.85

Appropriations

Proposed Dividend© Re. 1/-per share Nil Nil

Interim Dividend paid Nil Nil

Corporate Dividend Tax Nil Nil

Transfer to General Reserve Nil Nil

Prior Period Items 0.02 Nil

Balance carried to Balance Sheet 34.92 50.85 (Profit/ (Loss) Account)

Earnings Per Share (0.27) 0.79

2. OPERATIONS:

During the year under review your Company achieved Operating Income of Rs. 327.68 Lacs as against Rs. 1015.49 Lacs in the previous year. Other Income earned during the year stood at Rs. 35.15 Lacs as against Rs. 50.69 Lacs in the previous year.

The Company reported Net Loss of Rs. 15.93 Lacs as against Net Profit of Rs. 47.52 Lacs in the previous year.

3. DIVIDEND:

The Board of Directors do not recommend any Dividend for the year under review.

4. DIRECTORS:

Smt. Aditi Dugar, Executive Director of the Company retires by rotation under Article 116 of Articles of Association of the Company but being eligible offers herself for re-appointment.

Shri Sanjay Gajanan Pilankar and Shri Pradeepkumar Jayantikumar Jhaveri were appointed as Additional Directors Of the Company w.e.f.19th May 2012 in the Board meeting held on 19th May 2012. They hold office upto the date of ensuing Annual General Meeting. Notice has been received in writing from members proposing their Appointment as the Directors of the Company.

Shri Ashok Kumar Jain and Smt. Usha Ashok Jain resigned as Directors of the Company w.e.f. 19th May 2012. The Board of Directors placed on record sincere appreciation for their valuable services rendered to the Company during their tenure as Directors of the Company.

5. AUDITORS :

M/s. Haren Sanghvi & Associates, Chartered Accountants of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for reappointment as Statutory Auditors of the Company. The Company has obtained a certificate as per Section 224 (1B) of the Companies Act, 1956 to the effect that their re- appointment, if made, would be within the limits prescribed therein.

6. AUDITORS'REPORT:

There are no adverse observations in the Auditor's Report.

7. DONATIONS:

During the year under report no donations were made to Social/ Educational Institutions.

8. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) In the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made;

b) The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit or loss of the Company for that period;

c) 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

d) The Directors have prepared the Annual Accounts on a going concern basis.

9. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure "A".

10. PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits during the year under report.

11. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

12. LISTING:

The Shares of the Company are at present Listed at Bombay Stock Exchange. The Company has paid the listing fees for the current financial year to the Bombay Stock Exchange. The Company's Application for delisting of its Shares at Delhi Stock Exchange is still pending for consideration by the said Exchange.

13. ACKNOWLEDGEMENT.

Your Directors wish to place on record their sincere thanks to the various Central and State Government Departments for their extended support and assistance to the Company. The Board of Directors would like to sincerely thank all the Shareholders and Creditors for their continued support and confidence in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- Place: Mumbai Sudhir M. Naheta

Date: 10th August 2012 Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company for the year ended 31st March, 2011.

1. FINANCIAL RESULTS :

(Rs. In Lacs)

PARTICULARS YEAR ENDED

31st March 2011 31st March 2010 Income from Operations 1015.49 305.89

Other Income 50.69 (49.18)

Profit (Loss) before Depreciation 58.89 (55.71) Less : Depreciation 0.17 0.18

Profit/ (Loss) after Depreciation 58.73 (55.89)

Less : Provision for Tax 11.21 0.05

Profit/ (Loss) after Tax 47.52 (55.94)

Add :Amount brought forward from 3.33 59.27

Previous Year

Amount available for appropriation 50.85 3.33

Appropriations

Proposed Dividend @ Re.1/-per share Nil Nil

Interim Dividend paid Nil Nil

Corporate Dividend Tax Nil Nil

Transfer to General Reserve Nil Nil

Prior Period Items Nil Nil

Balance carried to Balance Sheet 50.85 3.33

(Profit/ (Loss) Account)

Earnings Per Share 0.79 (0.94)

2. OPERATIONS:

During the year under Report your Company achieved an Operating Income of Rs. 1015.49 Lacs as against Rs.305.89 Lacs in the previous year. Other Income earned during the year stood at Rs.50.69 lacs as against Loss of Rs 49.18 lacs in the previous year. The Profit before Depreciation was Rs.58.90 Lacs as against Loss of Rs. 55.71 Lacs in the previous year. The profit after Depreciation and Tax was Rs. 47.52 lacs as against Loss of Rs.55.94 lacs for the year ended 31st March, 2011.

3. DIVIDEND

No Dividend is recommended for the year under review.

4. DIRECTORS :

Shri. Uday Marathe, Non Executive Independent Director of the Company retires by rotation under Article 116 of Articles of Association of the Company but being eligible offers himself for re-appointment.

5. AUDITORS:

M/s. Haren Sanghvi & Associates, Chartered Accountants of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offers himself for reappointment as Statutory Auditors of the Company. The Company has obtained a certificate as per Section 224 (1B) of the Companies Act, 1956 to the effect that their re- appointment, if made, would be within the limits prescribed therein.

6. AUDITOR'S REPORT:

There are no adverse observations in the Auditor's Report.

7. DONATIONS:

During the year under report no donations were made to Social/ Educational Institutions.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors confirm that:

a) in the presentation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made;

b) the Directors had selected such Accounting policies and applied them consistently and 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 period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) the Directors had prepared the Annual Accounts on a going concern basis.

9. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure "A".

10. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits during the year under report.

11. PARTICULARS OF EMPLOYEES :

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

12. LISTING

The Shares of the Company are at present Listed at Bombay Stock Exchange. The Company has paid the listing fees for the current financial year to the Bombay Stock Exchange. The Company has made an Application for delisting of its Shares at Delhi Stock Exchange.

13. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the various Central and State Government Departments for their extended support and assistance to the Company. The Board of Directors would like to sincerely thank all the Shareholders and Creditors for their continued support and confidence in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Sudhir M Naheta Chairman & Managing Director

Place : Mumbai

Date : 30th August 2011

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Mar 31, 2010

Being the Sixteenth year of our alliance, your Directors are pleased to present the Sixteenth Annual Report of your Company and the Audited Statement of Accounts for the financial year ended 31st March, 2010.

Operating Review And Future Outlook

Presently the company is involved in the trading of yarn. The company booked a total turnover of Rs. 305.89 Lacs in the current year ended on 31st March, 2010 as compared to Rs. Nil in the previous year. During the Current year the company earned a Loss after tax of Rs. 55.94 Lacs as compared to Profit after tax of Rs. 2.35 Lacs for the previous year.

As the companys shares are listed on Bombay Stock Exchange Limited having nationwide terminal, it is not required for the company to continue listing of its scrips in other Stock Exchanges. An application had been filed with Delhi Stock Exchange for De-listing of Equity Shares but it is yet to be de-listed.

Financial Results

The financial results of your Company for the year under review are summarized below: (Rs. In Lacs)

PARTICULARS Year Ended Year Ended

31st March, 2010 31st March, 2009

PROFIT AND LOSS ACCOUNT

Income from Operations 305.89 Nil

Other Income (49.18) 16.12

Total Income 256.71 16.12

Total Expenses 312.42 15.85

Profit/(Loss) before Depreciation (55.71) 0.27

Depreciation 0.18 0.30

Profit/ (Loss) before Extraordinary

Item and prior period item (55.89) (0.03)

Profit/(Loss) after Extraordinary Item and prior period item (55.89) (0.03)

Less: Tax Expense 0.05 2.32

Profit/(Loss) after Tax (55.94) (2.35)

Earnings Per Share (0.94) (0.04)

Dividend

No Dividend is recommended for the year under review.

Board of Directors

During the year, 6 Non Executive Independent Directors appointed last year out of which 2 were appointed as Directors at the last Annual General Meeting and rest 4 were appointed as Additional Directors which is detailed as below:

Name of Director being Date of Appointed as Appointed Appointment

Mr. Sudhir NahetaA 30/10/2008 Managing Director

Mr. Ashwani Dewan * 07/11/1994 Director

Mrs. Rajkumari Sudhir Naheta 30/10/2008 Director

Mrs. Aditi Aditya Dugar 30/10/2008 Director

Mr. Uday Shivram Marathe# 21/10/2009 Independent Additional Director

Mr. Pramod Bharat Mulik @ 21/10/2009 Independent Additional Director

Mrs. Anagha Amar Ainapure# 21/10/2009 Independent Additional Director

Mr. Amar Ashok Ainapure# 21/10/2009 Independent Additional Director

* Resigned w.e.f. 20th July 2010.

# Resigned w.e.f. 25th September 2009 and Appointed w.e.f. 21st October 2009. @ Appointed w.e.f. 21st October 2009 and Resigned w.e.f 20th July 2010.

A Appointed as Managing Director w.e.f 3rd March 2009.

In accordance with the Section 255 of the Companies Act, 1956 read with the Articles of Association of the Company, Mrs. Rajkumari Naheta (Director) and Mrs. Aditi Dugar (Director), will be retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re- appointment.

Mr. Uday Shivram Marathe, Mrs. Anagha Amar Ainapure and Mr. Amar Ashok Ainapure were appointed as Additional Directors during the year w.e.f 21st October 2009. Further, Mr. Ashok Jain and Mrs. Usha Jain were appointed as Additional Directors w.e.f 20th July, 2010. These directors vacate the office as additional director at the forthcoming Annual General Meeting. However, in terms of Section 257, the Company has received notices in writing from some of its members signifying their intention to appoint them as Directors.

Auditors Report

The Auditors Report to the Shareholders does not contain any qualification. The Auditors of the company had in their report stated their observations which are self-explanatory and/or are explained suitably in the notes on accounts.

Auditors

The Auditors, M/s Haren Sanghvi & Associates, Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for re-appointment. The Company has obtained a certificate as per Section 224 (1B) of the Companies Act, 1956 to the effect that their re- appointment, if made, would be within the limits prescribed therein. You are requested to re-appoint the Auditors for the current year to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Audit Committee

Audit Committee presently comprises of Mr.Uday Shivram Marathe (Additional Director), Mrs. Rajkumari Sudhir Naheta (Director), and Mrs. Anagha Amar Ainapure (Additional Director). The Chairman of Audit Committee is Mr. Uday Shivram Marathe.

The composition of Audit Committee meets the requirement of Section 292A of the Companies Act, 1956 and those of Clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as per the guidelines mentioned in the Code of Corporate Governance which inter- alia includes the monitoring of the financial reporting process; ensuring adequate disclosure in the financial statements; reviewing the internal control mechanism.

Shareholders Grievance & Transfer Committee

Shareholders Grievance & Transfer Committee, presently comprises of Mr. Uday Shivram Marathe (Additional Director), Mrs. Anagha Amar Ainapure (Additional Director) and Mrs. Aditi Aditya Dugar (Director). The Chairman of the Committee is Mrs. Aditi Aditya Dugar.

Deposits

During the year under review, your company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

Listing

The company has paid the listing fees to the Bombay Stock Exchange upto the current financial year.

Share Transfer Agent

The Share Transfer Agent for the Company is "Link Intime India Private Limited", Mumbai.

Further any queries would continue to server, which is:

Link Intime India Private Limited C - 13, Pannalal Silk Mills Compounds, LBS Marg, Bhandup(West) Mumbai - 400078

Corporate Governance

A comprehensive report on Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this Report. The Practicing Company Secretary (P CS) certifying the compliance with the conditions of clause 49 of the listing agreement is also annexed to the report.

Management Discussion and Analysis

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report forms part of this report and is annexed herewith.

Particulars of Employees

The Company has no employees whose particulars are to be disclosed in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act"), we hereby state that:

i) in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the

applicable accounting standards had been followed and there is no material departure;

ii) such accounting policies were selected and applied consistently and such judgments and

estimates were made as 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 of the loss for the year ended on that date;

iii) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) Your directors have prepared the annual accounts for the year ended 31st March,2010 on a going concern basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo:

1. Conservation of Energy: NIL

2. Technology Absorption: NIL

3. Foreign Exchange Earnings and Outgo: Current year Previous year

(as on 31.3.2010) (as on 31.3.2009)

Activities relating to export NIL NIL

Foreign Exchange used NIL NIL

Foreign Exchange earned NIL NIL

Acknowledgement

Your Directors wish to place on record their sincere thanks to the various Central and State Government departments for their extended support and assistance to the company. The Board of Directors would like to sincerely thank all the shareholders and creditors for their continued support and confidence in the company.

By Order of the Board s/d -

Mr. Sudhir Naheta Place: Mumbai Managing Director

Date : 5th August 2010