Directors Report of Aadhaar Ventures India Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 29^ths Annual Report on the business and operations of
the Company together with its Audited Accounts for the year ended March 31, 2024. The Management
Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are
as under:

(Uv Tn Tuns)

Particulars	Year Ended
	31.03.2024	31.03.2023
Gross Sales/Income	18.01	17.91
Depreciation	0.00	0.00
Profit/(Loss) before Tax	(170.54)	1.20
Taxes/ Deferred Taxes	0.60	0.30
Profit/(Loss) After Taxes	(171.13)	0.90
P& L Balance b/f	21,057.49	21056.59
Profit/(Loss) carried to Balance Sheet	20874.80	21,057.49

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR / STATE
OF COMPANY’S AFFAIR:

During the year under review the total income was Rs. 18.01 Lacs as compared to Rs. 17.91 Lacs of
the previous Year 2023-24. After making all necessary provisions for current year and after taking
into account the current year net profit and total provisions for taxation, the surplus carried to Balance
Sheet is Rs. 20874.80 Lacs. The Promoters, Board of Directors and entire management team are
putting their stern effort to achieve targeted turnover in the segment of infrastructure projects.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of real estate and infrastructure.

4. CHANGE OF NAME:

During the year the company has not changed its name.

5. CHANGE OF REGISTERED OFFICE:

During the year, the Registered Office of the Company has been shifted from 10^th Floor, Titaanium
Business Hub, Surat- Khajod Road, Bhimrad, Surat - 395007 Gujarat, India to Office No. 316 &
317, Massimo Commercial Building, 3rd Floor, Althan Bhimrad Road, Bhimrad, Surat, Gujarat,
395017, India with effect from February 11, 2023.

6. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

7. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 1,57,09,69,000.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Company has not issued any equity/warrant during the year.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for
the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or
by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share
Capital and Debentures) Rules, 2014 are not required to be disclosed.

8. DIVIDEND:

The Board of Director of the company has not recommended dividend for the financial year 2023-24.

9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Associates and Joint Venture Companies.

10. DIRECTORS:

a) Directors and Key Managerial Personnel:

The following are the Director of the Company.

Name of the Director	Designation
Mr. Jils Raichand Madan	Executive Director
Mr. Somabhai Meena	Non-Executive-Independent Director
Mrs. Jyoti Munver	Non-Executive-Independent Director
Mrs. Veenu Chougule	Non-Executive-Independent Director
Mr. Sanjay Devlekar	Non-Executive-Independent Director

The following are the Key Managerial Personnel of the Company.

Name of the Key Managerial Personnel	Designation
Mr. Yeshunath Dundappa Kamble	Chief Financial Officer
Ms. Surbhi Kothari	Company Secretary

b) Appointment/Re-appointment:

• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies
Act, 2013, Mr. Jils Raichand Madan (DIN: 02810555), Director of the Company is liable to retire
by rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for
re-appointment.

c) Changes in Directors and Key Managerial Personnel:

Name of the Key Managerial Personnel	Designation
Mr. Yeshunath Dundappa Kamble*	Chief Financial Officer
Ms. Surbhi Kothari@	Company Secretary

During the year under review,

@Ms. Surbhi Kamble was appointed as the Company Secretary by the Board of Directors of the
Company in their meeting held on March 01, 2024

*Mr. Yeshunath Dundappa Kamble was appointed as the Chief Financial Officer by the Board of
Directors of the Company in their meeting held on March 04, 2024

d) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the
Company as hosted on the Company’s Website i.e., www.aadhaarltd. com

e) Committees of the Board:

During the year, the details of the composition of the Committees of the Board of Directors are as
under:

i) Nomination and Remuneration Committee:

Sr. No.	DIN	Name of the Committee Members	Designation	Position in Committee
1	07847440	Sanjay Atmaram Devlekar	Non-Executive - Independent Director	Chairperson
2	02810560	Jyoti Munver	Non-Executive - Independent Director	Member
3	05138990	Somabhai Sunderbhai Meena	Non-Executive - Independent Director	Member

The Nomination and Remuneration Committee has been reconstituted vide Board Meeting dated July
15, 2024

ii) Audit Committee:

Sr. No.	DIN	Name of the Committee Members	Designation	Position in Committee
1	02810560	Jyoti Munver	Non-Executive -	Chairperson

				Independent Director
2	07847440	Sanjay Devlekar	Atmaram	Non-Executive - Independent Director	Member
3	07019614	Veenu Chougule	Devidas	Non-Executive - Independent Director	Member
4	02810555	Jils Raichand Madan		Executive Director	Member

The Audit Committee has been reconstituted vide Board Meeting dated July 15, 2024

iii) Stakeholders Relationship Committee

Sr. No.	DIN	Name of the Committee Members	Designation	Position in Committee
1	07847440	Sanjay Atmaram Devlekar	Non-Executive - Independent Director	Chairperson
2	02810560	Jyoti Munver	Non-Executive - Independent Director	Member
3	02810555	Jils Raichand Madan	Executive Director	Member

11. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the
draft Annual Return of the Company for the Financial Year ended on 31^st March, 2024 in Form MGT-
7 is uploaded on website of the Company and can be accessed at www.aadhaarltd.com

12. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during
the year under review forms part of the Report on Corporate Governance.

13. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met Seven times (07). The details of the board meetings are
provided ins Corporate Governance Report.

~29/05/2023 | 11/08/2023 105/09/2023 | 07/11/2023 | 08/02/2024 01/03/2024 | 04/03/2024 ~

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors made the following statements in terms of Section 134(3) (c) of the
Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024,
the applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and
estimates have been made that 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, 2024 and of the profit of the Company for
the year ended on that date;

c. That proper and sufficient care has been taken for the 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 financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

15. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also
being supported by the report of the auditors of the Company as no fraud has been reported in their
audit report for the financial year ended March 31, 2024.

16. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective
reports. Observation made by the Statutory Auditors in their Report are self-explanatory and
therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

17. AUDITORS:

A. Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there
under, M/s. Rishi Sekhri & Associates, Chartered Accountants, Mumbai, were appointed as the
statutory auditor of the company in annual General Meeting held in the year 2023 and shall hold
office up to the conclusion of Annual General Meeting held in the year 2028.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Chirag Jain, Practicing Company Secretary, to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report is annexed herewith and forms part of the Annual
Report. The Secretarial Audit Report is annexed herewith as “Annexure -A”.

Reply for qualification Remark in Secretarial Audit Report:

I. The Company has not published notice of meeting of the board of directors where financial
results shall be discussed and financial results, as required under Regulation 47 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Even though the Company has not published any notice/results in the newspapers, the same
has been uploaded with BSE Limited within prescribed time and available for verification in
public domain and hence logic of the law has been complied with. The Company has taken
serious note of the same and is committed to comply with the Regulations in the coming
year.

II. The company has not appointed Company secretary and compliance officer till the quarter
ended on 30th December, 2024. However, the Company has appointed Ms. Surbhi Kothari
Company secretary and compliance officer 01.03.2024).

The Company was in search of good candidate of qualified Company Secretary and The
Company has taken serious note of the same and committed to comply with the
Regulations in the coming year. On 08.08.2023, the Company finalized the candidate and
appointed Ms. Prachi Jain as a Company Secretary and compliance officer.

III. The Company has not paid Annual Listing Fees for the F.Y. 2023-24.

The Company is going through financial crisis and committed to comply with the
provisions relating to payment of listing fees in the coming year.

IV. The Company has not paid various penalties imposed under various regulation by BSE
Limited.

Due to lack of expert advise and knowledge, certain compliances have been filed with
delay due to which BSE has imposed fine for such delay. The Company has filed waiver
application for waiver of penalty with BSE. The Company has taken serious note of the
same and committed to comply with the Regulations within prescribed time, in the
coming year

V. No Action has been taken by the company related to previous penalty and prosecution
notice issued by various entity either by SEBI or by Stock Exchange, Management will
responsible for True and Correctness of compliances and all matters, I am providing our
Opinion on “as is where is Basis; subject to such information provided by management
and its representative. We are unable to give our view on verification and examination of
physically maintained proper book of records and other related, Documents and evidences
of various meetings and attendance and other matters.

The Company is in process of taking legal opinion for further action in the matter and to
comply with the Regulations within prescribed time, in the coming year.

VI. The company has not filed form DIR-12 for the director Veenu Devidas Chougule and
Sanjay Atmaram Develkar upon MCA Portal.

Due to pendency of filing of INC-22A, it could not be filed. However, the Company has
taken serious note of this non-compliance and committed to comply with the same in
coming year.

VII. The website of the company is not updated in accordance with the regulation 46 of SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015.

The company was in financial crisis due to which it couldn’t maintain a website.
However, the company now is in the process of regularizing and updating the website.
The Company has taken serious note of this non-compliance and is committed to comply
with the same in coming year.

VIII. During the year, as the Company was found to be engaged in fraudulent scheme of fund
raising, violating Regulation 77(1) Of Chapter VII of SEBI (ICDR) Regulations, 2009,
and was engaged in fraudulent scheme of fund-raising violating sections 12A(A) TO
12A(C) of SEBI Act, 1992 read with regulations 3(a) to (d) and 4(1) of SEBI (PFUTP)
Regulations, 2003. SEBI imposed penalty of Rs.6,00,000 against which the Company has
preferred to make appeal at the appropriate higher judiciary body.

IX. As the company did not make timely disclosure to stock exchanges on the
events/information which had a bearing on the performance/operations of the company
as well as price sensitive information violating clause 36 of erstwhile listing agreement
read with section 21 of SCRA, 1956, the SEBI vide its notice dated 31/01/2024 directed
the company to pay Rs.5,91,000 within fifteen days from receipt of this notice, against
which the Company has preferred to file appeal at the appropriate higher judiciary body.

X. The company did not provide necessary information/documents to investigating
authority, hence SEBI vide its notice dated 31/01/2024 directed the company to pay
Rs.11,81,000.00 within fifteen days from receipt of this notice against which the
Company has preferred to make appeal at the appropriate higher judiciary body.

XI. The Company did not make disclosure of price sensitive information to stock exchanges
violating clauses 2.0, 2.1, 3.2 and 7.0(II) OF Schedule II code of corporate disclosure
practices for prevention of insider trading read with Regulation 12(2) of SEBI (PIT)
Regulations, 1992, hence SEBI vide its notice dated 31/01/2024 directed to pay
Rs.5,91,000.00 within fifteen days from receipt of this notice against which the Company
has preferred to make appeal at the appropriate higher judiciary body.

18. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve.

19. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding
and overdue deposits as at March 31, 2024.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to the Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related party during the year
under review.

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

There are no significant material orders passed by the Regulators /Courts which would impact the
going concern status of the Company and its future operations.

23. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against
the Company, which are pending (except the previous years which was already disclosed) under the
Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or
other Courts

24. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or
Financial Institutions

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As per Schedule IV of the Companies Act, 2013 read with Section 149 and Secretarial Standard - 1
on Meetings of the Board of Directors, the Independent Directors of the Company hold at least one
meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on March 28, 2024. The Independent Directors, inter
alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole,
Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information
between the Company’s management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place
between the Independent Directors and with the Chairperson, and rest of the Board.

27. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules,
2014, the Company has not required to formulate and implement any Corporate Social
Responsibility Initiatives as the said provisions are not applicable to the Company during the year
under review.

28. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which
if occurs will adversely affect either / or, value to shareholders, ability of company to achieve
objectives, ability to implement business strategies, the manner in which the company operates and
reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks &
Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all
the three types of risks.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. During the year under review, the company retained external audit firm to review its
existing internal control system with a view of tighten the same and introduce system of self¬
certification by all the process owners to ensure that internal controls over all the key business
processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the
Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
at all locations of the Company and its subsidiaries. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial
Statements during the year under review.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the Company.

32. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record
its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision
and strategy to deliver good performance.

33. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report and is also available on the
Company’s website at www.aadhaarltd.com.

34. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION &
ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate
governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and
Analysis and the Corporate Governance practices followed by the Company and the Auditors
Certificate on Compliance of mandatory requirements are given as an “Annexure B & C”
respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate
steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the
Auditor’s Certificate regarding compliance of conditions of Corporate Governance are attached
separately and form part of the Annual Report.

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

During the year conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the
Companies (Accounts) Rules, 2014, is nil.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

• During the year, as the Company was found to be engaged in fraudulent scheme of fund
raising violating Regulation 77(1) Of Chapter VII Of Sebi (ICDR) Regulations, 2009, and
was engaged in fraudulent scheme of fund raising violating sections 12A(A) TO 12A(C) of
SEBI Act, 1992 read with regulations 3(a) to (d) and 4(1) of SEBI (PFUTP) Regulations,
2003 :

SEBI vide its notice dated 04/05/2023, directed to pay Rs. 6,25,000 within fifteen days from
the receipt of the notice. Further, SEBI vide its order dated 18/08/2023 directed all the banks
in India and/or NSDL/CDSL to 1. Attach all the accounts by whatever name called including
lockers, demat accounts and mutual funds folios either singly or jointly with any person/s
and all other amount/proceeds due or may become due or any money held or may
subsequently hold for on account of the defaulters and 2. Not to debit any amount in the said
account/s. however credits, if any, into the account may be allowed.

Furthermore, SEBI vide its notice dated 18/09/2023 allowed the appeal and directed all the
banks in India/NSDL/CDSL to release all the bank accounts including lockers, demat
accounts and mutual fund folios of the defaulters which were attached pursuant to the notice
of attachment dated 18/08/2023.

Moreover, SEBI vide its notice dated 20/09/2023 directed all the banks and mutual funds in
India to remit Rs.6,49,000.00 to the extent lying in the account of Notices to SEBI by way
of EFT/NEFT/RTG.

Lastly, SEBI vide its notice dated 05/04/2024 allowed the appeal and directed all the banks
in India/NSDL/CDSL to release all the bank accounts including lockers, demat accounts and
mutual fund folios of the defaulters which were attached pursuant to the notice of attachment
dated 18/08/2023

The abovementioned events may affect the financial position of the Company which have
been occurred during the financial year ended 31st March, 2024.

• As the company did not make disclosure immediately to stock exchanges on the
events/information which had a bearing on the performance/operations of the company as
well as price sensitive information violating clause 36 of erstwhile listing agreement read
with section 21 of SCRA, 1956, the SEBI vide its notice dated 31/01/2024 directed the
company to pay Rs.11,81,000.00 within fifteen days from receipt of this notice.

• The company did not provide necessary information/documents to investigating authority,
hence SEBI vide its notice dated 31/01/2024 directed the company to pay Rs.11,81,000.00
within fifteen days from receipt of this notice.

• The Company did not make disclosure of price sensitive information to stock exchanges
violating clauses 2.0, 2.1, 3.2 and 7.0(II) OF Schedule II code of corporate disclosure
practices for prevention of insider trading read with Regulation 12(2) of SEBI (PIT)
Regulations, 1992, hence SEBI vide its notice dated 31/01/2024 directed to pay

Rs.5,91,000.00 within fifteen days from receipt of this notice.

37. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions
of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the
Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum
and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration
during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration
drawn by the managing director or whole-time director or manager and holds by himself or along
with his spouse and dependent children, not less than two percent of the equity shares of the
company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy
against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the company has not received any complaints on sexual
harassment and hence no complaints remain pending as of March 31, 2024.

39. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of
Company secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’
and ‘Report of the Board of Directors’ respectively, have been duly followed by the Company.

40. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members,
dealers, vendors, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution to the Company.

Date: 05/09/2024 By Order of the Board of Directors

Place: Surat For Aadhaar Ventures India Limited

Registered Office: Sd/- Sd/-

Office No. 316 & 317, Massimo Jils Madan Jyoti Munver

Commercial Building, 3^rd Floor, Director Director

Althan Bhimrad Road, Bhimrad, DIN: 02810555 DIN: 02810560

Surat, Gujarat, 395017, India

CIN: L67120GJ1995PLC024449

Email: aadhaarviltd@gmail .com

Website: www.aadhaarltd.com

---

Mar 31, 2015

Dear members,

The Directors are pleased to present their 19th Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarized below: (Rupees in Lacs)

Particulars 2014-2015 2013-2014

Sales 2195.94 1636.10

Other Income 29.63 75.85

Total Income 2225.56 1711.95

Total Expenses 2177.71 1678.33

Profit/(Loss) 47.85 33.62

(-) Finance Cost 0.26 0.15

Profit/(Loss)Before Tax 47.59 33.47

Tax - -

(-) Current Tax 15.24 10.00

( ) Deferred Tax 0.00 0.00

Net Profit After Tax 32.35 23.47

(-) Extraordinary Items 0.00 0.00

Net Profit 32.35 23.47

During the year under review, the Company achieved a turnover of Rs. 2195.94 Lacs (previous year Rs. 1636.10 Lacs) the Company has made a profit of Rs.32.35 Lacs (previous year there was profit of Rs. 23.47). The Company was able to generate more profit compared to last year on account of efficient management, better product mix & cost control. The Company is been registered with the Reserve Bank of India as a Non-Banking Financial Company (NBFC). The Company has not accepted public deposits during the year under review.

Future outlook

Your Company is currently focusing its resources in the business segments of finance and investments in shares & securities.

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 32.35 lacs has been carried forward to profit & loss account. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiaries, joint venture & associates Company.

Particulars of Contract or Arrangement with Related Party

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment and Guarantees by the Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Number of Meeting of Board of Directors

The Board of Directors have met 6 Linn's and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from lime to lime.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the 19th Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Directors

The Company has formula led a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of lime given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors' (Annexure 2A)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. D. P. Agarwal & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of 19th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary CS Rakesh Kapoor, Mumbai, is annexed herewith and forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure -1 Acceptance of Fixed Deposits

The Company is registered with the Reserve Bank of India, as non-deposit accepting NBFC (NBFC-ND) under section 45-IA of the RBI Act, 1934.

As per the Non-Banking Finance Companies - RBI Directions, 1998, the Directors hereby report that the Company has not accepted any Fixed Deposits from general public during the year and will also not accept public deposits without obtaining prior approval of Reserve Bank of India.

RBI Guidelines

As a Systematically Important Non Deposit taking Non-Banking -Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

Auditors Report

The observations and comments furnished by the Statutory Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors

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

Details of Committee of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it. Risk Management

During the year, Management of the Company evaluated the existing Risk Management Pohcy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Pohcy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Directors Responsibility Statement

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii That the Directors have selected such accounting policies and applied 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 the year ended 31st March, 2015.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. That the development & implementation of a risk management pohcy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vi. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

Corporate Governance

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Statutory Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Executive Director's Certificate

A Certificate from the Executive Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such in formation at any point of time. Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC Regulations have been made in this Annual Report. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on

Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Directors

There is no change in the composition of the Board of Directors of the Company during the year under review.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Acknowledgement

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Aadhaar Ventures India Limited Sd/- Sd/- Jils Raichand Madan Somabhai Sunderbhai Meena Managing Director Director DIN - 02810555 DIN-05138990 Place: Surat Date: 31st August, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 1636.10 13375.25

Other Income 75.85 91.45

Total Income 1711.95 13466.70

Total Expenses 1678.33 13441.22

Profit/(Loss) 33.62 25.48

(-) Finance Cost 0.15 0.32

Profit/(Loss)Before Tax 33.47 25.16 Tax

(-) Current Tax 10.00 8.50

( ) Deferred Tax 0.00 (0.48)

Net Profit After Tax 23.47 17.14

(-) Extraordinary Items 0.00 0.00

Net Profit 23.47 17.14

During the year under review, the Company achieved a turnover of Rs. 1636.10 Lacs (previous year Rs. 13375.25 Lacs) the Company has made a modest profit of Rs.23.47 Lacs (previous there was profit of Rs. 17.14). The Company was able to generate more profit than last with less turnover, on account of efficient management, better product mix & cost control.

FUTURE OUTLOOK:

Your Company is currently focusing its resources in the business segments of finance and investments in shares & securities.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

DIVIDEND:

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

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company is registered with the Reserve Bank of India, as non-deposit accepting NBFC (NBFC-ND) under section 45-IA of the RBI Act, 1934.

As per the Non-Banking Finance Companies – RBI Directions, 1998, the Directors hereby report that the Company has not accepted any Fixed Deposits from general public during the year and will also not accept public deposits without obtaining prior approval of Reserve Bank of India.

RBI GUIDELINES

As a Systemically Important Non Deposit taking Non-Banking -Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

OTHER CORPORATE INFORMATION:

The Board of Directors during August, 2014 have proposed to set up wholly owned subsidiary Company in Singapore, subject to all legal provisions & sanctions. The Board has also decided to acquire an ongoing Agricultural Company in Zambia (Africa), subject to due diligence & shareholders'' approval.

AUDITORS:

The Statutory Auditors, M/s. D. P. Agarwal & Co., Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re-appointment and his willingness for re-appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. D. P. Agarwal & Co., Chartered Accountants, is eligible to hold the office for a period of Five years up to 2019.

The members are therefore requested to appoint M/s. D. P. Agarwal & Co., Chartered Accountants as auditors for Five years from the conclusion of the ensuing annual general meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. 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.

ii. That 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 of the profit and loss of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. That the development & implementation of a risk management policy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vi. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report. vii. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

EXECUTIVE DIRECTOR''S CERTIFICATE:

A Certificate from the Executive Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS

During the year Mr. Subramanya Kusnur have resigned as Directors of the Company i.e. November 26, 2013. Mr. Omprakash Khandelwal who was appointed as Managing Director of the Company w.e.f. September 01, 2011 have resigned on September 01, 2013.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr. Omprakash Khandelwal & Mr. Subramanya Kusnur during his tenure as Directors of the Company. Mr. Somabhai S Meena was appointed as Director on 1st June, 2013.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Aadhaar Ventures India Limited

Sd/- Place: Surat Jils Raichand Madan Date: 26th August, 2014 Managing Director DIN – 02810555

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Mar 31, 2011

The directors take pleasure in presenting the Seventeenth Annual report together with the Audited Accounts of Your Company for the Year ended 31st March, 2011.

Financial Results (Rs. in lacs)

Particulars Current Year Previous Year (31st March, 2011) (31st March, 2010)

Sales/Business Income 26455.63 5327.76

Other Income 99.79 38.96

Total Income 26555.41 5366.72

Profit before Depreciation & Tax 26368.92 176.96

Less: Depreciation 5.16 4.84

Provision for Tax 64.10 53.62

Profit after Depreciation & Tax 128.38 118.92

2 Operations and Future Outlook

Your Company has given an encouraging performance in the year under review. The Top line has grown by nearly four times. As it can be seen that the Trading Division contributed nearly Seventy One percent of the operating revenues and the Infrastructure Division contributed twenty nine percent of the Operating Revenues.

During the year under review, there has been extreme volatility in the input prices and it has been a gruelling task to maintain profitability in these taxing times. Your Management, while dealing with this back breaking phase, found it apt to shorten the trade cycle and book profits at every appropriate level in order to reduce the risk of capricious price movements.

While the risk averse approach has resulted in lower profitability it has helped your company to remain afloat in this turmoil.

It is heartening to see the handsome growth in revenues in all the operating segments and your company is hopeful to attain higher margins once there is stability in the input prices.

Your Company also proposes to start the Investment Division to leverage our expertise in this field and is hopeful that it would add great value to the Shareholders Wealth. The resolution, along with the necessary explanatory statement, for starting the Investment Business is proposed in the Notice of this Annual General Meeting and the said notice forms the part of this Annual Report.

We recommend the members in favour of this resolution.

RBI Guidelines

Your Company is registered with the Reserve Bank of India, as a non-deposit accepting NBFC (NBFC- ND) under section 45-IA of the RBI Act, 1934. As per the Non-Banking Finance Companies RBI Directions, 1998, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.

3 Dividend

As your company is planning to lay a strong foundation in the new horizons of business it is deemed appropriate to conserve the existing resources and utilize them at the required time.

Thus, the Board has not recommended any dividend for this year.

4 Directors

In accordance with the provisions of the Companies Act, 1956 of the Company, Mr. Jils Madan and Mrs. Jyoti Munver retire by rotation and being eligible for re-election have offered themselves for re appointment.

Also the Board of Directors of the Company had appointed Mr. Manish Thakkar as an Additional Director of the Company on May 19, 2011 to hold the office till the commencement of this Annual General Meeting.

The Board wishes to place on record its appreciation for the valuable contribution rendered by Mr. Jils Madan, Manish Thakkar and Mrs. Jyoti Munver.

Also your Company is also in receipt of a notice from a member proposing their appointment as the directors of the Company, resolution for which has been included in the notice of the Annual General Meeting.

Your Directors commends their appointment for their approval.

5 Auditors

The Statutory Auditors of the Company, M/S Ramesh Batham & Co, Chartered Accountants retires at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received a written certificate from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act 1956.

Your Directors request you to appoint the Auditors for the current financial year.

6 Auditors Report

The Auditors Report to the shareholders on the Accounts of the Company for the financial year ended 31st March, 2011 does not does not contain any qualification.

Further the observations furnished by the Auditors in their report is self- explanatory and do not call for any further comments.

7 Deposits

During the year under review, your Company has not accepted any deposits as specified under Section 58A of the Companies Act, 1956.

8 Listing Arrangements

Your Company's shares are listed on Bombay Stock Exchange Limited and the Annual Listing Fees as been paid to the Exchange on a regular basis.

9 Management Discussion and Analysis Report

In accordance with the provisions of Clause 49 of the Listing agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is given separately and forms a part of the Annual Report.

10 Corporate Governance Report

A Report on Corporate Governance is set out as an annexure hereto and forms an integral part of this report.

Also the Company is in receipt of a certificate from the Statutory Auditors of the Company certifying compliance of the conditions of Corporate Governance and the same also forms a part of this report.

11 Depository System

Majority of the shares of your Company are compulsorily tradable in electronic form.

As on 31st March, 2011, 76.00% of the Company's total paid-up Capital representing 171553280 shares are in dematerialized form.

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

12 Capital & Finance

During the year under the review, the Company has not issued any Equity Shares and thus there has not been any change in the issued capital of the Company which as on 31st March, 2011 stands at Rs. 22,57,21,000 consisting of 22,57,21,000 Equity Shares of Re. 1/- each.

However, the Company, in compliance with the provisions of section 81(1A) of the Companies Act, 1956 and Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, has issued 3,11,36,300 Convertible Equity Warrants (hereinafter referred to as "Warrants") to various allotters on preferential basis, with each warrant being convertible into one Equity Share of Re. 1/- each fully paid up.

Thus, on an assumption that all the Warrants are converted into Equity Shares, the issued Capital of the Company shall be Rs.25,68,57,300/- consisting of 25,68,57,300 Equity Shares of Re. 1/- each fully paid up.

Further, during the year under review the Company has repaid the Secured Loan equivalent to about Rs.432934/- and has carried forward the loans taken from directors equivalent to about Rs.12,00,000/-. In view of this your Company can be said as a debt- free Company.

13 Particulars of Employees

During the year under review, there was no employee in the Company who was in receipt of remuneration exceeding the limits as mentioned under section 217 (2A) of the Companies Act, 1956.

14 Application of Funds raised through Preferential Allotment

The Company had raised Rs.32,44,50,000/- by issue of 14,42,00,000 Equity Shares in lieu of Convertible Equity Warrants issued through preferential allotment in the financial year 2009-10. The said amount has been utilized for expansion of the Company's Operations in various business verticals such as Trading as well as the Infrastructure Division.

15 Disclosure of material changes since the end of the financial year ended 31st March, 2011

There has not been any material change in the nature of business or operations of the Company since the end of the financial year ended 31st March, 2011 till the date of this Annual Report.

16 Transfer to Investor Education & Protection Fund

The Company had declared dividend of Rs.0.02/- per Equity Share in the previous Annual General Meeting. The Company has taken necessary steps in co-ordination with the Registrar and Share Transfer Agent i.e. ADROIT CORPORATE SERVICES PRIVATE LIMITED to locate the shareholders who have not claimed their dues and it is our pleasure to inform you that there are no unpaid/unclaimed dividend as on the date of this report.

As the Company has not declared dividend in the past years, except the previous year, the Company is not required to transfer any amount to Investor Education and Protection Fund.

17 Directors Responsibility Statement

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors place on record a responsibility statement stating that:

- In the preparation of the annual accounts for the financial year ended 31st March, 2011 applicable accounting standards have been followed along with proper explanation relating to material departures.

"- That the Directors, in consultation with the auditors, have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period

"- That the Directors have taken sufficient and proper care 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 material fraud and other irregularities.

That the Directors have prepared the Annual Accounts on a going concern basis.

18 Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Since the Company does not own any manufacturing facility, other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable.

Further, there was no Foreign Exchange Earnings in the year under review.

19 Acknowledgement

Your directors wish to convey their appreciation to all the Company's employees for their unlisted efforts as well as their collective contribution to the Company's performance.

The directors would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers and all other business associates, for the continuous support given by them to the Company and their confidence in its management.

By Order of the Board of Directors

sd/-

(Om Prakash Khandelwal)

Registered Office: Managing Director

S 574/577, Belgium Square,

Ring Road, Surat- 395002.

Place: Surat.

Date: 01.09.2011.