Directors Report of TCC Concept Ltd.

Mar 31, 2024

The Board of Directors ("Board") of TCC Concept Limited ("Company") with immense pleasure present their report on the business and operations of your Company for the financial year 2023-24. This Report is being presented along with the audited financial statements for the financial year.

financial highlights

The financial summary on standalone basis for year ended is as follows:		(H in Lakh)
	For the current	For the previous
	year ended	year ended
	31st March, 2024	31st March, 2023
Revenue from operations	480.42	120.00
Other Income	8.46	4.48
Total Income	488.88	124.48
Expenditure	408.68	14.96
Profit / (Loss) for the year Before Tax	80.20	109.52
Less: Tax Expenses	21.31	27.86
Net Profit/(Loss) After tax	58.90	81.66

The financial summary on consolidated basis for year ended is as follows:		(H in Lakh)
	For the current	For the previous
	year ended	year ended
	31st March, 2024	31st March, 2023
Revenue from operations	7,715.23	-
Other Income	91.12	-
Total Income	7,806.35	-
Expenditure	5065.00	-
Profit / (Loss) for the year Before Tax	2703.90	-
Less: Provision for Taxation	675.43	-
Net Profit/(Loss) After tax	2028.47	-

number of meetings of the board

During the year, 11 meetings of the Board were held. Details of the meetings are given in Corporate Governance Report.

state of company''s affairs

(a) Based on Standalone financials

During the year under review, the Company has achieved turnover of H 480.42 Lakh as against turnover of H 120.00 Lakh in the previous year. After deducting total expenditure aggregating to H 408.68 Lakh, the Company has earned profit after tax of H 58.90 Lakh as against profit of H 81.66 Lakh of the previous year.

(b) Based on Consolidated financials

During the year under review, the Company has achieved turnover of H 7365.23 Lakh. After deducting total

expenditure aggregating to H 5065.00 Lakh, the Company has earned profit after tax of H 2028.47 Lakh.

(c) Change in Registered and Corporate office address of the Company

During the year under review, the Company has obtained the approval from Regional Director ("RD”)for shifting of registered office from the state of Gujarat to the State of Maharashtra. The Registered Office of the Company has shifted from 32, Milanpark Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 to 5^th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007. Accordingly, the Corporate Office of the Company has also been shifted to 5^th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007.

the amounts, if any, which it proposes to carry to any reserves

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

material changes and commitments

post the closure of the financial year, the following activities were undertaken:

1. Raising of funds by issuance of Equity Shares on a private placement basis

In April, 2024, the Company has raised H 27.5 Cr. by issue of Equity shares on preferential basis.

2. Conversion of Compulsory Convertible Debentures ("CCDs") into Equity shares of the Company

In May, 2024 the Company has converted 24,988 Compulsory Convertible Debentures ("CCDs”) into 6,99,664 Equity Shares in pre-determinded ration of 28:1.

3. Takeover of Natural Environment Solutions Private Limited ("NES") Business:

In August, 2024, the Company has acquired 98.78% stake in NES by way of SWAP of shares and allotted 1,29,38,448 equity shares of the Company in consideration other than cash.

4. Increase in the Authorized Share Capital of the Company:

The Company has increased its authorized share capital to H 40 Cr.

Except as above there were no material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

significant events during the year

1. Name CHange

During the year under review, your Company has changed its object and in line with the statutory requirement given under regulation 45 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "ListiNg REgulatioNs"), the Board of Directors put forth the proposal for changing the name of the Company from AASWA TRADING AND EXPORTS LIMITED'' TO ''TCC CONCEPT LIMITED'' before the members by the way of passing special resolution.

Accordingly, approval of the members through special resolution was accorded through postal ballot (remote e-voting) for the change of name of the Company.

2. AequisitioN of BraNtford LiMitEd aNd EMF Clime PrivatE LiMitEd:

In June, 2023, the Company has acquired 100% stake in Brantford Limited and EMF Clinic Private Limited by way of SWAP of shares and allotted 1,25,58,060 equity shares of the Company in consideration other than cash.

3. AequisitioN of Altrr Software SErvicEs LiMitEd:

In January, 2024, the Company has acquired 100% stake in Altrr Software Services Limited by way of SWAP of shares and allotted 77,56,336 equity shares of the Company in consideration other than cash.

particulars of loans, guarantees or investments

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

statement indicating development and implementation of risk management policy of the company

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has a robust risk management framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at https://tccltd.in/policies/

change in the nature of business

The company has recently expanded its focus to encompass a broader range of real estate services. Our new objective is to provide comprehensive real estate solutions, including property search and identification, brokerage, and agent services for both commercial and residential properties. Additionally, we will be developing and offering subscription-based technologies to enhance these services. We are also venturing into lead generation, property appraisal, and asset leasing, including commercial and residential properties, IT parks, and furniture.

Accordingly, the Company has altered its object clause in extraordinary general meeting dated 29 April, 2023.

directors and key managerial person

Following changes took place on the board of the company during the year:

Name	Designation	Appointment/Cessation/Change in Designation	Date
Mr. Kunaal Deepak Agashe	Additional Independent director	Appointment	05-08-2023
Mr. Kunaal Deepak Agashe	Independent director	Change in Designation	29-09-2023
Mr. Kunaal Deepak Agashe	resigned from the Board w.e.f. 14 August, 2024

details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are reportable to the central government.

deposits

The company has not accepted any deposit during the financial year.

significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

adequacy of internal financial controls

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.

internal complaints committee under the sexual harassment of women at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There was no complaint received from any employee during the Financial Year 2023-24 and hence no complaint is outstanding as on 31 March 2024 for redressal.

the details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

related party transactions/ disclosure

The Company has not entered into any related party transaction as provided in sub-section (1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arm’s length basis. Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not applicable for the financial year.

dividend

The Board regrets to declare any dividend.

annual return

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed on website of the Company. The web-link of the Annual Return is https:// tccltd.in/annual-return/

share capital

Authorised Share Capital

The Company has Authorized Share Capital of H 25 Cr. as on 31-03-2024, which increased to H 40 Cr. after closing of the financial year.

paid-up share capital

The Company has Paid-up Share Capital of H 21.03 Cr. as on 31-03-2024, which increased to H 35.67 Cr. after closing of the financial year.

particulars of employee and related disclosures

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the year.

si. No.	Name	Designation	Remuneration	nature oF empIoymenT, wHeTHer conTracTuaI or otherwise	quaIIFIcaTIons anD experience oF THe empIoyee	Date oF commencement	age	IasT empIoymenT	percentage oF equity sHares HeID	reIaTIve oF any Director or manager
1	Ms. Divya Reejwani	Company Secretary	240,000	Regular	FCS, LL.B, M,Com	20-12-2022	32	Oriental Power Cables Limited	Nil	No

particulars of remuneration

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of DirEcTor/ KMP anD Designation	Remuneration of DirEcTor/ KMP for fiNANciAl yEar 202324 (in LakH)	% Increase/ (Decrease) In Remuneration In THe FInancIaI YEar 2023-24	RaTIo of rEMUNEraTioN of eacH Director/ To meDIan rEMUNEraTioN of EMployEES
1	Mr, Umesh Kumar Sahay, Managing Director	10,00	100%	4,16:1
2	Mr, Abhishek Narbaria, Non-executive Director	10,00	100%	4,16:1
3	Mr, Nikhil Dilipbhai Bhuta, Non-executive Director	0,00	Nil	NA
4	Mr, Rajesh Chandrakant Vaishnav, Independent Director	4,10	100%	1,70:1
5	Mr, Gayathri Srinivas Iyer, Independent Director	4,50	100%	1,87:1
6	Mr, Kunaal Deepak Agashe, Independent Director	2,10	100%	0,87:1
7	Mr, Vishal Omprakash Sharma, Chief Financial Officer	0,00	Nil	NA
8	Ms, Divya Reejwani, Company Secretary	2,40	Nil	1:1

(a) The median remuneration of employees of the Company during the financial year was H 240,000 per year,

(b) There was two permanent employee on the rolls of Company as on March 31, 2024;

explaination or comment by the board on every qualification, reservation or adverse remark or disclaimer made by auditor in its report

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report,

explaination or comment by the board on every qualification, reservation or adverse remark or disclaimer made by company secretary in practice in its secretarial audit report

The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the Report, Point-wise explanation on observation made by the Secretarial Auditor in its report is as follows:

Observation

Explanation

The Company has filed Form AOC-5 after the due date with additional fees of H 1200/-

Response to OBsErvAtion: We acknowledge the remark regarding the delay in filing Form AOC-5 and the resulting additional fee of H 1200/-. Reason for DeIay: The delay was due to technical issues and a malfunction of the MCA website, which prevented timely submission. Once the MCA website was operational, the company promptly filed the form. Action TAkEn: We have taken note of this situation and will closely monitor such issues in the future to ensure timely compliance with regulatory deadlines.

declaration by independent director

The Company has received necessary declaration from each independent director under sub-section (7) of section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

policy on director''s appointment and remuneration

The policy on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is available on web-link https://tccltd.in/policies/

conservation of energy, technology absorption, foreign exchange earnings and outgo

Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished under section 134 (3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and outgo during the year are Nil.

details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

subsidiaries, joint ventures and associate companies

As on the end of financial year, details of subsidiaries, joint ventures and associate companies is as follows:

Sr. No.	Name of Entity	RElAtion
1	Brantford Limited	1Wholly Owned Subsidiary
2	EMF Clinic Private Limited	1Wholly Owned Subsidiary
3	Altrr Software Services Limited	2Wholly Owned Subsidiary
''Become subsidiary w.e.f. 20 June, 2023. 2Become subsidiary w.e.f. 3 January, 2024.

A separate statement containing the salient features of financial statements of subsidiaries/joint venture/associate companies of the Company in the prescribed Form AOC - 1 in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 forms part of this Annual Report.

The said Form also highlights the financial performance of each of the subsidiaries included in the Consolidated Financial Statements (CFS) of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.tccltd.in

consolidated financial statements

in accordance with the provisions of the Act, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards notified under the Companies (Indian Accounting Standard) Rules, 2015, the Audited Consolidated Financial Statements of the Company for the Financial Year 202324, together with the Auditors’ Report forms part of this Annual Report.

opinion of the board with regard to integrity, expertise and experience of the independent director

in the opinion of the Board all the independent Directors including independent Directors appointed during the year, if any, are person of integrity and has expertise and experience in relevant field. Further, all the independent directors have cleared proficiency self-assessment test conducted by the Indian institute of Corporate Affairs.

annual evaluation of performance of the board, its committees and individual directors

Regulation 4(2)(f) of the Listing Regulations mandates that the Board shall monitor and review the board evaluation framework. The Act states that a formal annual evaluation of the performance of the Chairman, Board, its committees and of individual directors shall be made. Further, Regulation 17(10) of the Listing Regulations and Schedule IV of the Act state that the performance evaluation of independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Regulation 17(10) of the Listing Regulations also mandates that the Board shall evaluate the fulfilment of the independence criteria of the independent Directors as per the Listing Regulations and their independence from the management.

The performance evaluation of Chairman of the Company, all the individual directors, the Board as a whole and that of its Committees was conducted based on the criteria and framework adopted by the Board.

maintainance of cost records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

disclosure on audit committee

Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:

Name	DEsiGnaTion
Ms. Gayathri Srinivasan Iyer	Chairperson
Mr. Rajesh Chandrakant Vaishnav	Member
Mr. Nikhil Dilipbhai Bhuta	Member
Mr. Kunaal Deepak Agashe	Member

The Board accepted the recommendation of the Audit Committee whenever made by the Committee, during the Financial Year under review.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

director''s responsibility statement

in accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate counting 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;

(d) the directors had prepared the annual accounts on a going concern basis;

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

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

corporate governance report

Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-2.

compliance certificate by chief financial officer

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-3.

declaration affirming compliance of code of conduct

The Company has received confirmations from all the Board of Directors as well as Senior Management Executives regarding

compliance of the Code of Conduct during the year under review, A declaration by the Managing Director affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-4

compliance certificate by practising company secretary

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-5

management discussion and analysis

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is part of the Annual Report,

insolvency and bankruptcy

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon,

acknowledgement

Your Directors would like to express their sincere appreciation to it Members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co- operation and support and looks forward to their continued support in future, Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company,

---

Mar 31, 2023

The Board of Directors ("Board") of TCC Concept Limited ("Company") with immense pleasure present their report on the business and operations of your Company for the financial year 2022-23. This Report is being presented along with the audited financial statements for the year.

FINANCIAL HIGHLIGHTS

The financial summary for year ended is as follows:		(Rs. In Lakhs)
	For the current year ended 31st March, 2023	For the previous year ended 31st March, 2022
Revenue from operations	120.00	0.00
Other Income	4.48	12.24
Total Income	124.48	12.24
Expenditure	14.96	12.31
Profit / (Loss) for the year Before Tax	109.52	(0.07)
Less: Provision for Taxation	27.86	(0.05)
Net Profit/(Loss) After tax	81.66	(0.02)

• NUMBER OF MEETINGS OF THE BOARD

During the year, 15 meetings of the Board were held on 25.05.2022, 26.05.2022, 09.08.2022,

28.09.2022, 01.10.2022, 11.11.2022, 02.12.2022, 16.12.2022, 20.12.2022, 01.02.2022, 13.02.2023,

20.02.2023, 22.02.2022, 01.03.2023 and 30.03.2023

• STATE OF COMPANY''S AFFAIRS

During the year under review, the Company has achieved turnover of Rs. 120 Lakh as against no turnover in the previous year. After deducting total expenditure aggregating to Rs. 14.96 Lakh, the Company has earned profit after tax of Rs. 81.66 Lakh as against loss of Rs. 0.02 Lakh of the previous year.

• THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

• MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

• STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

• CHANGE IN THE NATURE OF BUSINESS

In the FY 2022-23, the Company has changed its object clause, the new object of the Company is as follows:

1. To carry on business of rendering real estate services, real estate broker and agent including but not limited to searching and identifying all type of properties namely commercial as well as residential as per the requirements of the client(s)/ customer(s) and also develop, license, offer on subscription basis technologies to facilitate / perform real estate services and

2. To carry on business of lead generation, appraisal of properties and asset hiring and renting on lease or commission basis including but not limited to leasing and subleasing of commercial and residential properties/ unit(s), IT park, furniture and fixtures, etc.

• DIRECTORS AND KEY MANAGERIAL PERSON

Following changes took place on the board of the company during the year:

Sr. No.	Name	Designation	Appointment/Cessation/ Change in Designation	Date
1	Ms. Anita Ramchandani	Company Secretary	Cessation	01-10-2022
2	Mr. Umesh Kumar Sahay	Additional Director	Appointment	02-12-2022
3	Mr. Anish Shah	Managing Director	Cessation	16-12-2022
4	Mr. Keyur Parikh	Director	Cessation	16-12-2022
5	Mr. Nitin Lilachandbhai Bhavsar	CFO	Cessation	16-12-2022
6	Ms. Aashini Shah	Director	Cessation	16-12-2022
7	Mr. Umesh Kumar Sahay	Managing Director	Change in Designation	16-12-2022
8	Mr. Abhishek Narbaria	Additional Director	Appointment	16-12-2022
9	Mr. Nikhil Dilipbhai Bhuta	Additional director	Appointment	16-12-2022
10	Ms. Gayathri Srinivasan Iyer	Additional Director	Appointment	16-12-2022
11	Mr. Rajesh Chandrakant Vaishnav	Additional Director	Appointment	16-12-2022
12	Ms. Divya Reejwani	Company Secretary	Appointment	20-12-2022

• DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are reportable to the central government.

• DEPOSITS

The company has not accepted any deposit during the financial year.

• SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

• ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.

• INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

• DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable on the Company.

• RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transaction as provided in sub-section (1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arms length basis. Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not applicable for the financial year.

• DIVIDEND

The Board regrets to declare any dividend.

• WEB ADDRESS

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed on website of the Company. The web-link of the Annual Return is www.aaswatrading.in

• PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the year.

Sl. No.	Name	Designati on	Remunerati on	Nature of employme nt, whether contractual or otherwise	qualificatio ns and experience of the employee	date of comme ncemen t	percen tage of equity shares held	relative of any director or manage r
1	Ms. Anita Ramchan dani	Company Secretary	2,63,266	Regular	CS	20-01 2022	Nil	No
2	Mr. Nitin Lilachand bhai Bhavsar	CFO	1,22,765	Regular	Graduate	01-02 2015	Nil	No
3	Ms. Divya Reejwani	Company Secretary	67,942	Regular	FCS, LL.B, M.Com	20-12 2022	Nil	No

• PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.

Name of Director/ KMP and Designation

Remuneration of Director/ KMP for financial year 2022-23

% Increase/ (Decrease) in Remuneration in the Financial Year 2022-23

Ratio of remuneration of each Director/ to median remuneration of employees

1	Ms. Anita Ramchandani	2,63,266	0%	NA
2	Mr. Nitin Lilachandbhai Bhavsar	1,22,765	0%	NA
3	Ms. Divya Reejwani	67,942	NA	NA

(a) The median remuneration of employees of the Company during the financial year was Rs. 25,839 per month or Rs. 3,10,068 per year, calculated on the basis of monthly salary, as employees worked for part of the year.

(b) In the financial year, there was no increase in the median remuneration of employees;

(c) There were one permanent employees on the rolls of Company as on March 31, 2023;

(d) In the Financial year, no increment made in the salaries of employees including managerial personnel. Hence, the comparison between percentile increase in the managerial remuneration and percentile increase in the salaries of employees and their justification is not applicable.

• EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report.

• EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT

The Secretarial Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report. The Secretarial Audit report is annexed herewith as Annexure-1 to the Report.

• DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under sub-section (7) of section 149 of the Companies Act, 2013 that they meets the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

• POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is available on web-link www.aaswatrading.in

• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and outgo during the year: Nil

• DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

• SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, Joint Venture and Associate Companies during financial year 2022-23.

• OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR

In the opinion of the Board all the Independent Directors including Independent Directors appointed during the year, if any, are person of integrity and has expertise and experience in relevant field. Further, all the independent directors has cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

• ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of performance of the board, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

• MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

• DISCLOSURE ON AUDIT COMMITTEE

Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:

Sr. No	Name	Designation
1	Ms. Gayathri Shrinivasan Iyer	Chairperson
2	Mr. Nikhil Dilipbhai Bhuta	Member
3	Mr. Rajesh Chandrakant Vaishnav	Member

• DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate counting 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;

(d) the directors had prepared the annual accounts on a going concern basis;

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

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

• CORPORATE GOVERNANCE REPORT

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your Company as on 31^st March, 2023 and hence provisions relating to report on corporate governance are not applicable.

• COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by the Chief Executive Officer and the Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your Company as on 31^st March, 2023.

• DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management. Executives regarding compliance of the Code of Conduct during the year under review. A declaration by the Managing Director affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-2.

• COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by the Auditors or Practicing Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your Company as on 31st March, 2023.

• MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-3.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Annual. Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:-

Your company''s performance during financial year 2013-2014 is summarized below:-

Particulars 2013-2014 2012-2013

Profit before Depreciation & Tax 4,57,978 4,91,506

Less: Depreciation 13,301 ---

Profit before Tax 4,44,677 4,91,506

Lees: Provision for Taxation

(a) Current Tax 1,39,600 1,52,400

(b) Excess provision of Income Tax 1,139 1,696 written Back

Profit after Tax 3,06,216 3,40,803

Add: Balance brought forward from previous year 92,47,549 89,06,746

Balance carried to Balance Sheet 95,53,765 92,47,549

DIVIDEND:-

In view of requirement of surplus funds for future business activities, the Directors do not recommend any Dividend on Equity Shares for the year ended on 31st March, 2014.

OPERATIONS:-

During the year under review your company has continued its activity of trading in cotton fabrics. Inspite of severe competition and pressure on margin, the Company was able to post, a higher turnover of Rs.260.38 Lacs as compared to Rs.255.06 Lacs in previous year. The company posted net profit of Rs.3.06 Lacs in the current year. Your directors are putting in their best efforts to improve the performance of the Company in the coming years.

LISTING AGREEMENT:-

The Equity Shares of the Company are listed on stock exchanges at Ahmedabad and Mumbai. The Company has already paid listing fees to both the exchanges.

DIRECTORS:-

Shri Anish A. Shah has been appointed as a Managing Director of the Company with effect from 01.06.2014 for a period of three (03) years without any remuneration.

In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of Mr. Keyur J. Parikh and. Mr. Mayur J. Parikh as Independent Directors is being placed for approval of the Members at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of the information placed before them, the Directors confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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 the profit of the Company for the said year;

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

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

AUDITORS

Dhirubhai Shah & Dash'', Chartered Accountants, (earlier known as Dhirubhai Shah & Co.) Ahmedabad (Firm Registration No. 102511W) retires at the ensuing. Annual General Meeting and being eligible for re-appointment, have indicated their willingness to act as such. You are requested to reappoint them as Statutory Auditors to hold the office till the conclusion of next Annual General Meeting and fix their remuneration.

SECRETARIAL AUDIT:-

The Secretarial Compliance Report pursuant to Section 383A of the Companies Act, 1956, forming part of this annual report is attached herewith.

AUDIT COMMITTEE:-

With effect from 01.04.2014 under Section 177 of the Companies Act, 2013, every listed company is required to form an Audit Committee consisting minimum of 03 Directors with Independent Directors forming majority. To comply with the same, the Board of Directors at their meeting held on 29th May, 2014 has constituted an Audit Committee comprising of three Directors viz; Mr. Keyur Parikh, Mr. Mayur Parikh and Mr. Anish Shah. Mr. Keyur Parikh is the Chairman of Audit Committee.

PARTICULARS REGARDING EMPLOYEES:-

The Company does not have any employee covered under the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-Your

Company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1968, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

DEPOSITS:-

During the year under review, the Company has not accepted any deposits from the public.

ACKNOWLEDGMENTS:-

Your Directors would like to thank its employees for rendering diligent services to the Company.

Your Directors would take this opportunity to express their gratitude to the customers, vendors, investors and Banks for their continued support. Your. Directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

For and on Behalf of the Board

Chairman Regd. Office: 32,

Milanpark Society,

Nr. Jawahar Chowk, Maninagar,

Ahmedabad - 380 008

E Mail - [email protected]

Ph.:- 079-25462907

Date: 28/05120/

Place: Ahmedabad

---

Mar 31, 2013

The members

Aaswa Trading and Exports Limited

The directors have pleasure in presenting the twenty eighth annual report together with audited annual accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS

Your company''s performance during financial year 2012-2013 is summarised below: 31/03/2013 31/03/2012 RS. RS.

Profit before depreciation and tax 4,93,203 4,44,296

Less; Depreciation - 20

Profit before tax 4,93,203 4,44,276

Less : Provision for current tax 1,52,400 1,37,300

Profit after tax 3,40,803 3,06,976

Add : Surplus brought forward from previous year 89,06,746 85,99,770

Balance carried to Balance Sheet 92,47,549 89,06,746



DIVIDEND

In view of the requirement of surplus funds for future business activities, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2013.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. Inspite of severe competition and pressure on margin, the company was able to post a higher turnover of Rs.255.06 lacs as compared to Rs.249.23 lacs in the previous year. The company posted net profit of Rs.3.41 lacs as compared to Rs.3.07 lacs of previous year. Your directors are putting in their best efforts to improve the performance of the company in the coming years.

LISTING AGREEMENT

The equity shares of the company are listed on stock exchanges at Ahmedabad and Mumbai. The company has already paid listing fees to both the stock exchanges.

DIRECTORS

At the ensuing annual general meeting Mr. Anish A, Shah is to retire by rotation and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgements and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the profit of the company for the said year;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company''and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re-appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

SECRETARIAL AUDST

The secretarial compliance report pursuant to section 383A of the Companies Act, 1956, forming part of this annual report is attached herewith.

INFORMATION REGARDING CONSERVATION OF ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange,

PARTICULARS REGARDING EMPLOYEES

The company does not have any employee covered under the provisions of section 217 (2A) of The Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

During the year under review, the company has not accepted any deposit from the public.

ACKNOWLEDGEMENTS

Your directors would like to thank its employees for rendering diligent services to the company.

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE :AHMEDABAD FOR AND ON BEHALF OF THE BOARD DATE : 30/05/2013 CHAIRMAN

---

Mar 31, 2012

To The members of Aasva Trading and Exports Limited

The directors have pleasure in presenting the twenty seventh annual report together with audited annual accounts for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS

Your company's performance during financial year 2011-2012 is summarized below:

31/03/2012 31/03/2011 Rs. Rs.

Profit before depreciation and tax 4,44,296 5,78,251

Less: Depreciation 20 24

Profit before tax 4,44,276 5,78,227

Less : Provision for tax 1,37,300 1,81,000

Profit after tax 3,06,976 3,97,227

Add : Surplus brought forward from previous year 85,99,770 82,02,543

Balance carried to Balance Sheet 89,06,746 85,99,770

DIVIDEND

In view of the requirement of funds for future business activities, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2012.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. The sales turnover was declined to Rs.249.23 lacs as compared to Rs.405.36 lacs, due tough competition in the textile market and margin pressure. The company posted net profit of Rs.3.07 lacs as compared to Rs.3.97 lacs of previous year. Your directors are putting in their best efforts to improve the performance of the company in the coming years.

LISTING AGREEMENT

The equity shares of the company are listed on stock exchanges at Ahmedabad and Mumbai. The company has already paid listing fees to both the stock exchanges. .

DIRECTORS

At the ensuing annual general meeting Mr. Mayur J. Parikh is to retire by rotation and being eligible offers himself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the profit of the company for the said year; .

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re-appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

SECRETARIAL AUDIT

The secretarial compliance report pursuant to section 383A of the Companies Act, 1956, forms part of this annual report is attached herewith.

NS FORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged !n any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

PARTICULARS REGARDING EMPLOYEES

The company does not have any employee covered under the provisions of section 217 (2A) of The Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. .

DEPOSITS

During the year under review, the company has not accepted any deposit from the public.

ACKNOWLEDGEMENTS

Your directors would like to thank its employees for rendering diligent services to the company.

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE AHMEDABAD FOR AND ON BEHALF Of THE BOARD

DATE 30/05/2012 CHAIRMAN

---

Mar 31, 2010

The directors have pleasure in presenting the twenty fifth annual report together with audited annual accounts for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS

Your companys performance during financial year 2009-2010 is summarised below:

31/03/2010 31/03/2009

RS. RS.

Sales and other income 3,98,43,818 3,85,75,304

Profit before depreciation and tax 5,23,628 7,16,245

Less : Depreciation 30 38

Profit before tax 5,23,598 7,16,207

Less / Add: Provision for current taxes 1,62,200 1,06,000

Provision for tax on fringe benefit tax - 163

Excess (Short) provision for taxation written off 1,50,812 (772)

Profit after tax 5,12,210 6,09,272

Add : Balance brought forward from previous year 76,90,333 70,81,061

Balance carried to Balance Sheet 82,02,543 76,90,333

DIVIDEND

In view of the requirement of funds for future business activities, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2010.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. The company posted net profit of Rs.5.12 lacs as compared to Rs.6.09 lacs of previous year. Your directors are putting in their best efforts to improve the performance of the company in the coming years.

LISTING AGREEMENT

The equity shares of the company are listed on stock exchanges at Ahmedabad, Mumbai. The company has already paid fisting fees to both the stock exchanges.

DIRECTORS

At the ensuing annual general meeting Mr. Anish A. Shah is to retire by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgements and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit of the company for the said year;

(iii) i proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

The retiring statutory auditors Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re-appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

The relevant notes forming part of accounts are self- explanatory and give full information and explanation in respect of the observations made by the auditors in their report.

SECRETARIAL AUDIT

The secretarial compliance report pursuant to section 383A of the Companies Act, 1956, forms part of this annual report and is attached herewith.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

PARTICULARS REGARDING EMPLOYEES

The company does not have any employee covered under the provisions of section 217 (2A) of The Companies Act, 1956. read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

During the year under review, the company has not accepted any deposit from the public.

APPRECIATION

Your directors would like to thank all its employees for rendering diligent services to the company. The deep sense of belonging and hard work of the employees has enabled the company to face up to the challenges in the competitive environment.

ACKNOWLEDGEMENTS

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE :AHMEDABAD FOR AND ON BEHALF OF; THE BOARD

DATE : 31/05/2010 Mr.Anish A. Shah

CHAIRMAN

---

Mar 31, 2009

The directors have pleasure in presenting the twenty fourth annual report together with audited annuaaccounts for the financial year ended on 31st March, 2009.

FINANCIAL RESULTS

Your companys performance during financial year 2008-2009 is summarised below:

31/03/2009 31/03/2008 RS. RS.

Sales and other income 3,85,75,304 3,62,42,646

Profit before depreciation and tax 7,16,245 7,26,886

Less : Depreciation 38 48

Profit before tax 7,16,207 7,26,838

Less: Provision for current taxes 1,06,000 83,000

Provision for tax on fringe benefit tax 163 451

Short provision for taxation Written off 772 -

Profit after tax 6,09,272 6,43,87

Add : Balance brought forward from previous year 70,81,061 64,37,674

Balance carried to Balance Sheet 76,90,333 70,81.061

DIVIDEND

In view of the requirement of funds for future business activities, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2009.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. The company rested net profit of Rs.6.09 lacs as compared to Rs.6.43 lacs of previous year. Your directors are putting in their best efforts to improve the performance of the company in the coming years.

LISTING AGREEMENT

The equity shares of the company are listed on stock exchanges at Ahmedabad. Mumhafe The company has already paid listing fees to both the stock exchanges.

DIRECTORS

At the eosu»og annual general meeting Mr. Mayur J. Parikh is to retire by rotation am* being eligible offers himself for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgements and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31. 2009 and of the profit of the company for the said year;

(iii) proper, and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

The retiring statutory auditors Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re-appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

The relevant notes forming part of accounts are self- explanatory and give full information and explanation in respect of the observations made by the auditors in their report.

SECRETARIAL AUDIT

The secretarial compliance report-p"rcv?r>t to section 383A of the Companies Act, 1956, forms part of this annual report and is attached herewith.

INFORMATION REGARDING CONSERVATION OF ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

PARTICULARS REGARDING EMPLOYEES

The conipKjny aoes not have any employee covered under the provisions of section 217 (2A) of The Companies Act. 1956. read with the Companies (Particulars of Employees) Rules. 1975.

DEPOSITS

During the year under review, the company has not accepted any deposit from the public.

APPRECIATION

Your directors would like to thank all its employees for renderir-g diligent services to the company. The deep sense of belonging and hard work of the employees has enabled the company to face up to the challenges in the competitive environment.

ACKNOWLEDGEMENTS

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE : 30/06/2009 CHAIRMAN