Directors Report of Agri-Tech (India) Ltd.

Mar 31, 2024

Your directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2024.

1. FINANCIAL RESULTS.

(Rs in Lacs)

SR.	PARTICULARS	For the year ended on
NO		31.03.2024	31.03.2023
1.	Sales	15.52	23.32
2.	Profit before Interest & Depreciation	1075.22	(32.97)
3.	Depreciation	1.29	1.94
4.	Profit Before Tax & extra Ordinary Items	974.43	(34.92)
5.	Tax Provision (Net of Deferred Tax)	0.21	3.93
6.	Profit After Tax	974.22	(38.85)
7.	Extra-Ordinary Items	0.00	0.00
8.	Profit available for Appropriation	973.27	(38.06)
9.	Balance carried to Balance Sheet	973.27	(38.06)

2. COMPANY''S PERFORMANCE AND OPERATION.

The turnover of the Company during the current financial year was INR 15.52 Lakhs.

3. DIVIDEND.

Since the Company has not commenced operations in the new role, the Directors have not recommended any dividend for the financial year 2023-24.

4. DEPOSITS.

The company has not accepted any fixed deposits during the year under review.

5. SHARE CAPITAL.

The paid-up equity share capital as on 31^st March 2024 was Rs.594.00 Lakhs divided into 5940000 equity shares of face value of 10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

6. FINANCIAL STATEMENT.

Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2023-24 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company''s website at www.agri-tech.in.

7. STATUTORY AUDITORS AND AUDITORS REPORT.

At the Annual General Meeting held on 29th June 2022, M/s Gautam N Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 29th June 2022, had appointed M/s Gautam N Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of Annual General Meeting to be held in year 2024, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

8. AUDITORS'' REPORT.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

9. INTERNAL AUDITORS.

The Board of Directors of the Company had appointed M/s M.K. Ghatiya and Associates Company Secretaries as Internal Auditors to conduct Internal Audit of the Company for the financial year ended 31st March 2024. The Internal Audit reports are being reviewed by the Audit Committee of the Company.

10. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2024. The Secretarial Audit Report issued by M/s. Neha P Agrawal, Practicing Company Secretaries in Form MR-3 is annexed to this Board''s Report as Annexure - IV.

11. ANNUAL SECRETARIAL COMPLIANCE REPORT.

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/S Neha P Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within the specified time.

12. SUBSIDIARIES.

The Company does not have any subsidiary within the meaning of the Companies Act, 2013.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report. The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

14. DIRECTORS'' RESPONSIBILITY STATEMENT.

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2024 and of the profits of the Company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operated efficiently.

vi. 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.

15. DIRECTORS & KEY MANAGERIAL PERSON.

Changes in Directors

¦ Ms. Sweta Kagliwal (DIN-02052811) had resigned from the position of Director of the Company, due to preoccupation and personal reasons. (08^th May 2023)

¦ Mr. Akash Nandkishor Kagliwal (DIN-01691724) was aappointed as Additional Director on board further to be appointed as Managing Director on board subject to Approval of Shareholders in Annual General Meeting of the Company. (08^th May 2023)

¦ Mr. Akash Nandkishor Kagliwal (DIN-01691724) had ceased to be Additional Director of the Company, because of non-regularization as Director of the Company in Annual General Meeting of the Company. (15^th July 2023).

¦ Ms. Sweta Kagliwal (DIN-02052811) had been appointed as Additional Director on Board, further, to be appointed Director of the Company, subject to Approval of Shareholders in the ensuing Extra Ordinary general meeting of the Company. (11^th August 2023).

¦ Ms. Satish Kagliwal (DIN-00119601) Director on Board, to be appointed as Managing Director of the Company, subject to approval of shareholders in Extra Ordinary General Meeting. (11^th August 2023).

¦ Ms. Sweta Kagliwal (DIN-02052811) Additional Director on Board, in the Extra Ordinary general meeting of the Company. (23^rd September 2023).

¦ Mr. Satish Kagliwal, Director of the Company Redesignated as Managing Director of the Company in the Extra Ordinary general meeting of the Company. (23^rd September 2023).

Director Retires by rotation.

¦ Mrs. Jeevanlata Kagliwal (holding DIN 02057459) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Satish Kagliwal -Managing Director

Mr. Rajendra Sharma -Chief Financial Officer

Mrs. Reshma Talbani -Company Secretary

16. DECLARA TION OF INDEPENDENT DIRECTOR.

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

17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR.

The details of the familiarization program for the Independent Directors are reported in the Report on Corporate Governance, which is attached to the Board''s Report.

18. NUMBER OF MEETINGS OF THE BOARD.

Four meeting of the Board were held during the year. The dates on which the Board meetings were held are 09th May 2023, 11th August 2023, 09th November 2023, 17th January 2024. The details of attendance of Board meetings and Committee meetings held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.

20. MANAGEMENT DISCUSSION & ANALYSIS.

i. OPPORTUNITIES AND THREATS.

The Company is into a production of horticulture crops. The fruit industry is globally on the rise, and we expect the same to continue to grow, based on the health parameters and fruit demand. This is an opportunity to produce and sell more.

Agriculture is fraught with the risk of vagaries of monsoon. Although we have catered for additional water sourcing from the Paithan Dam, through a dedicated pipeline, the threat due to low and no-rain cannot be ruled out.

ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE.

The Company would only be dealing in the horticulture business and hence would be reported as one segment.

iii. OUTLOOK, RISK AND CONCERNS.

The main risk in the agriculture business is the vagaries of monsoon. We have been in this business for many years and do cater for the seasonal changes of monsoon.

iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There is adequate internal control system in the company through internal audit and regular operational reviews.

v. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT.

During the year a number of key HR initiatives were taken up to link business objectives with employee performance. The human resources of the Company are adequately motivated to work towards optimal performance. The industrial relations are also cordial.

21. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions frame work through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2 and is set out as Annexure and forms part of this report.

22. PARTICULARS OF LOANS, AGURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The Company has granted certain loans and advances, which have been reported in Notes of Financial Statements.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR).

The Company does not exceed the threshold limits mentioned in Section 135 (1) of the Companies Act, 2013. Therefore, the provisions pertaining to Corporate Social Responsibility are not applicable to the Company.

24. INSIDER TRADING CODE.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of noncompliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

25. MATERIAL CHANGES AND COMMITMENTS.

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2024, to the date of signing of the Director''s Report.

26. RISK ASSESMENTAND MANAGEMENT.

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

27. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE.

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints'' Committee. The following is a summary of sexual harassment complaints received and disposed of during the year.

No. of complaints received: Nil No. of complaints disposed: NA

28. ENVIRONMENTAL SAFETY.

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

29. COMMITTEE OF THE BOARD_

Currently the Board has three committees: The Audit Committee, The Stakeholders'' Relationship committee, the Nomination & remuneration committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities
Audit Committee	Mr. Madhukar Deshpande -Chairman Mr. Satish Kagliwal-Member Mr. Hitesh Purohit	• All recommendations made by the Audit Committee during the year were accepted by the Board. • In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.
Stakeholders'' Relationship Committee	Mr. Madhukar Deshpande -Chairman Mr. Satish Kagliwal-Member Mr. Hitesh Purohit-Member	• The Committee reviews and ensures redressal of investor grievances. • The Committee noted that all the grievances of the investors have been resolved during the year.
Nomination and Remuneration Committee	Mr. Madhukar Deshpande -Chairman Mr. Vadla Nagabhushanam- Member-Member Mr. Hitesh Purohit-Member	• To formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. • To carry out evaluation of every Director''s performance.

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

(Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of Directors Report.

1. Conservation of Energy:

(i) The steps taken or impact on conservation of energy

The Company has taken adequate measures to conserve and reduce the energy consumption.

(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil

(iii) The capital investment on energy conservation equipments - Nil

2. Technology Absorption and Innovation:

(i) The benefits derived like product improvement, cost reduction, product development or import substitution: NA

(ii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

a) Technology imported - Nil

b) Year of import - Nil

c) Whether the technology been fully absorbed - NA

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NA

31. EXTRACT OF ANNUAL RETURN.

Annexure III is attached.

32. INSURANCE.

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured.

33. INDUSTRIAL RELATION.

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.

34. ACKNOWLEDGEMENTS.

The Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors 08th August 2024 Registered Office:

Nath House,

Nath Road

Chhatrapati Sambhajinagar Managing Director Director

(Aurangabad)-431005 Satish Kagliwal Sweta Kagliwal

DIN:00119601 DIN:02052811

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Mar 31, 2018

DIRECTORS’ REPORT

The Directors are pleased to present the 24^th Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs in Lacs)

Sr. No	PARTICULARS	YEAR ENDED
		31.03.2018	31.03.2017
1.	Sales	16.43	4.33
2.	Profit before Interest & Depreciation	2080.73	1295.49
3.	Interest	0	0
4.	Depreciation	18.51	18.51
5.	Profit Before Tax & Extra-ordinary items	2062.22	(1313.99)
6.	Tax Provision (Net of Deferred Tax)	0	0
7.	Profit After Tax	2062.22	(1313.99)
8.	Extra-Ordinary Items	0	0
9.	Profit available for Appropriation	2062.22	(1313.99)
10	Balance carried to Balance Sheet	2062.22	(1313.99)

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was INR 16.43 Lacs as against last year’s 4.33 Lacs. The increase is attributable to added yield in mango production. The operations of the company have been minimal during the year. However, your company is also contemplating putting the land to alternate use to enhance business.

Also, the company sold some investments there by making an additional profit of INR 2144.50 Lacs during the year.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Ashok R Majethia, & Co. Chartered Accountants, Mumbai confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2017-18.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant to Section 152 of the Companies Act 2013, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on August 24th 2017, M/s Ashok R Majethia, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company to hold office till the conclusion of next 6^th the Annual General Meeting of the Company.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practicing Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has six committees: The Audit Committee, the stakeholders’ relationship committee, the nomination & remuneration committee, Risk Management Committee, & Whistle Blower Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities
Audit Committee	K. G Iyer-Chairman Shrirang Agrawal, Akash Kagliwal	- All recommendations made by the Audit Committee during the year were accepted by the Board. - In accordance with the requirements of the
		Listing Agreement, The Company has formulated policies on related party transactions.
Stakeholders’ Relationship Committee	K. G Iyer-Chairman Shirang Agrawal, Akash Kagliwal	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.
Nomination and Remuneration Committee	Shrirang Agrawal- Chairperson K. G. Iyer, Akash Kagiwal	- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. - To carry out evaluation of every Director’s performance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 9 to the standalone financial statement).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2018 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this ^Rep°^rt.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

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

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

For and on behalf of the Board of Directors

30^th May 2018

Registered Office:

Nath House,

Nath Road, Managing Director

Aurangabad-431005 Akash Kagliwal

DIN: 01691724

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 21st Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

(Rs in Lacs)

Sr. PARTICULARS YEAR ENDED No 31.03.2015 31.03.2014

1. Sales 8.03 7.20

2. Profit before Interest & Depreciation (25.96) (3.79)

3. Interest 0 0

4. Depreciation 10.74 19.10

5. Profit Before Tax & Extra-ordinary items (36.69) 22.89

6. Tax Provision (Net of Deferred Tax) 0 0

7. Profit After Tax (36.69) 22.89

8. Extra-Ordinary Items 0 0

9. Profit available for Appropriation (36.69) 22.89

10 Balance carried to Balance Sheet (36.69) 22.89

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 8.03 Lacs as against last year's 7.20 Lacs. The marginal increase is attributable to increased yield from mango sales. The operations of the company have been minimal during the year. However, your company is also contemplating putting the land to alternate use to enhance business.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2014-15.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mr. Satish Kagliwal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on July 5th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of the Auditors shall be placed for ratification at every Annual general Meeting. Accordingly, The appointment of M/s Gautam N Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Companies Act 2013.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has six committees: The Audit Committee, the stakeholders' relationship committee, the nomination & remuneration committee, Risk Management Committee, & Whistle Blower Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Composition of the Highlights of Duties, Committee Committee responsibilities and activities

Audit Committee K. G Iyer-Chairman * All recommendations made Shrirang Agrawal, by the Audit Committee Akash Kagliwal during the year were accepted by the Board.

* In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.

Stakeholders' K. G Iyer-Chairman * The Committee reviews Relationship Shirang Agrawal, and ensures redressal of Committee Akash Kagliwal investor grievances.

* The Committee noted that all the grievances of the investors have been resolved during the year.

Nomination and Shrirang Agrawal- * To formulate the criteria Remuneration Chairperson for determining Committee K. G. Iyer, qualifications, positive Akash Kagiwal attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

* To carry out evaluation of every Director's performance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 9 and 12 to the standalone financial statement).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

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

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

For and on behalf of the Board of Directors

30th May 2014 Registered Office: Nath House, Nath Road, Managing Director Aurangabad-431005 Akash Kagliwal DIN:01691724

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Mar 31, 2014

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

(Rs In Lacs)

YEAR ENDED Sr. PARTICULARS 2013-14 2012-13 No

1. Sales 7.20 9.93

2. Profit/Loss before Interest & Depreciation (3.79) (8.84)

3. Interest 0 0

4. Depreciation 19.10 21.08

5. Profit/ Loss Before Tax & Extra-ordinary items 22.89 (29.91)

6. Tax Provision (Net of Deferred Tax) 0 0

7. Profit/ Loss After Tax 22.89 (29.91)

8. Extra-Ordinary Items 0 0

9. Profit available for Appropriation 22.89 (29.91)

10. Balance carried to Balance Sheet 22.89 (29.91)

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 7.20 Lacs as against last year’s 9.93 Lacs. This is attributable to the plowing down of the grape crops as a result of the decline in the winery industry. However, the company sold out certain far flung agriculture lands. The Company is also contemplating putting the land to alternate use.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business, & the absence of profits, the Directors have not recommended any dividend for the financial year 2013-14.

PUBLIC DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO:

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange Earnings and outgo is as follows;

Conservation of Energy:

The Company has taken necessary measures to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

Expenditure on R & D Nil

Foreign Exchange Earning and Outgo:

Earnings Nil

Outgo Nil

DIRECTORS

Mr. Shrirang Agrawal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

Mr. Akash Kagliwal was appointed as the Whole Time Director of the company, and his term of office expires on 1st October 2014, and as stated in the Notice of the Annual General Meeting it is proposed to appoint him as the Managing Director of the Company. Mr. Akash Kagliwal is a Managing Director in Nath Pulp & Paper Mills Limited & the Board of Directors have given their unanimous approval for his appointment as Managing Director of our Company.

AUDITORS

M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of section 139(1) of 2013 Act & the Companies (Audit & Auditors) Rules 2014, your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that, if the appointment is made it shall be in accordance with the conditions as may be prescribed. The Board hereby requests the members to reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as the Auditors for period of three years from the conclusion of this Annual General Meeting till the Annual General Meeting to be held in 2017.

AUDITORS REPORT

The Auditors in their Report have made certain comments which are self-explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013 & section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels.

For and on behalf of the Board of Directors

30th May 2014

Registered Office:

Nath House,

Nath Road, Whole Time Director

Aurangabad-431005 Akash Kagliwal

DIN : 01691724

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Mar 31, 2013

The Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rs In Lacs)

YEAR ENDED

Sr. PARTICULARS 2012-13 2011-12 No

1. Sales 9.93 24.77

2. Profit/Loss before Interest & Depreciation (8.84) 1759.02

3. Interest 0 0.12

4. Depreciation 21.08 18.69

5. Profit/ Loss Before Tax & Extra-ordinary items (29.91) 1740.20

6. Tax Provision (Net of Deferred Tax) 0 0

7. Profit/ Loss After Tax (29.91) 1740.20

8. Extra-Ordinary Items 0 (16.38)

9. Profit available for Appropriation (29.91) 1723.82

10. Balance carried to Balance Sheet (29.91) 1723.82

OVERALL PERFORMANCE AND OUTLOOK

The turnover of the Company during the financial year was Rs 9.93 Lacs as against last year''s 24.77 Lacs . This is attributable to the plowing down of the grape crops as a result of the decline in the winery industry. The Company is contemplating putting the land to alternate use.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business, & the absence of profits, the Directors have not recommended any dividend for the financial year 2012-13.

PUBLIC DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING & OUTGO:

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange Earnings and outgo is as follows;

Conservation of Energy:

The Company has taken necessary measures to achieve economy in consumption of energy.

Technology Absorption & Research and Development:

Expenditure on R & D Nil

Foreign Exchange Earning and Outgo:

Earnings Nil

Outgo Nil

DIRECTORS

Mr. Satish Kagliwal Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

AUDITORS

M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956 your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment , if made would be in conformity with the limits specified in the said section.

The Board hereby requests the members to reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as the Auditors for the current year.

AUDITORS REPORT

The Auditors in their Report have made certain comments which are self-explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and of the profits of the company for that period.

iii. It has taken proper and sufficient 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 fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels. For and on behalf of the Board of Directors

29th May 2013

Registered Office:

Nath House,

Nath Road, Whole Time Director

Aurangabad-431005 Akash Kagliwal