Directors Report of Alka Securities Ltd.

Mar 31, 2024

Your directors have pleasure in presenting herewith the Twenty - ninth (29^th) Annual Report of the company together with Consolidated
Audited Accounts for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

Particulars	2023-24	2022-23
	Rs. Lakhs	Rs. Lakhs
Total Income	36.39	126.27
Profit/(Loss) before Depreciation	(5.03)	9.67
Less: Depreciation & Amortization	4.73	2.29
Profit/(Loss) before tax	(0.30)	7.38
Provision for tax net off Deferred Tax	0.00	0.74
Deferred tax	0.00	0.00
Profit/(Loss) after Taxation	(0.30)	6.46

Your company''s total revenue for the period came at Rs. 21.63 lakhs. Over 90% of the revenue came from Equity segment. After
a muted performance in the previous year, Indian capital markets surged on the backdrop of recovering the economy and strong
macroeconomic data which benefited the company''s financial performance as well. Slightly higher than market forecast the company
achieve in total revenue of Rs. 36.39 lakhs against 126.27 lakhs in previous year, the same effect on company''s EBITDA of Rs. (0.30)
lakhs against Rs. 7.38 Lakhs in previous year.

RISK

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in
oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian
markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favored policies.
However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater
retail participation coupled with improving global markets outlook.

Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has
made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from
creating physical assets and it was prudently decided by the management to invest in technology, investment opportunities instead
of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs
remained always under check. We have been striking balance between executing both expansion and ambitious innovation agendas
as well as managing rising costs, which is a key subject of interest for investors.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the company has not required to transfer to Investor and Education Protection fund (IEPF).

DIVIDEND

Your directors have not yet recommended any dividend for the year under review.

CAPITAL STRUCTURE

As on date the paid - up share capital of the company is 9,59,40,000/-

The details of Authorized Capital, Subscribed Capital & Paid up Capital is as under:-

Particulars	2023-24	2022-23
	Rs.	Rs.
Authorized Capital	20,00,00,000	20,00,00,000
Subscribed & Paid up Capital	9,59,40,000	9,59,40,000

DEPOSITS

The company has neither accepted nor renewed any deposit from the public within the meaning of Section 73 and 74 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year ended March 31, 2024.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR

As on March 31,2024 your Company has 4 Directors, which includes 3 Independent Directors (IDs), 1 Executive Director (EDs). The
Key Managerial Personnel (“KMP”) of the Company includes Chief Financial Officer and Company Secretary.

There was no change in composition of Board of Directors and KMP of the Company.

Ms. Sonal Vichare, Director (DIN: 00157790), retires at this Annual General Meeting and being eligible offers himself for re¬
appointment. A brief profile of Ms. Sonal Vichare has been included in the notice convening the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors under section 149(7) of the Companies Act, 2013 that
they meet the criteria of Independence laid down under Section 149(6) and as per Schedule IV of the Companies Act, 2013.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE & EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, Company should include a statement regarding opinion of the Board
with regard to integrity, expertise and experience (including the proficiency) of the independent directors

Name of the Director	Date of Appointment / Re-appointment	Integrity, expertise and Experience	Proficiency
Mr. Rahul Lalit Kumar Sanghavi	01/11/2021	Mr. Rahul Lalit Kumar Sanghavi has vast and rich experience in marketing, administration etc.	Taxation, Accounting, Finance
Mr. Sagar Ashok Rane	30/09/2021	Mr. Sagar Ashok Rane has rich experience in Logistics and Warehousing etc.	Logistics and Transportation
Mr. Abhay Gandhi	14/09/2023	Mr. Abhay Gandhi is a Chartered Accountants and he has rich experience and expertise of Accounting, Finance, Taxation etc.	Taxation, Accounting, Finance

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on February 14, 2024, and
they, inter alia:

i. Reviewed the performance of non-independent directors and

ii. the Board as a whole;

iii. Assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board, which
is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge
in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementations of their
suggestions.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year five board meetings and five audit
committee meetings were convened and held. The details of which are given as under:

Sr. No.	Date	Sr. No.	Date
	Board Meeting		Audit Committee
1	30/05/2023	1	30/05/2023
2	14/08/2023	2	14/08/2023
3	31/08/2023	3	11/11/2023
4	11/11/2023	4	14/02/2024
5	14/02/2024

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (SEBI) (listing
obligation and disclosure requirement) Regulation 2015, a structured questionnaire was prepared after taking into consideration the
various aspects of the Board''s functioning, composition of the Board and its committees, culture, execution and performance of
specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (SEBI) (listing obligation and
disclosure requirement) Regulation 2015, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate
from Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34
of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a
separate statement which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to business performance as stipulated in Regulation 34 of the Securities
and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a separate statement
which forms part of this Annual Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had prescribed the Secretarial Standards on Meetings of the Board of Directors (SS-1)
and Secretarial Standards on General Meetings (SS-2). The Company has devised proper systems to ensure compliance with its
provisions and is in compliance with the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints
related to sexual harassment had been received by the Internal Complaints Committee.

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

During the period under review, your company did not receive any such kind of order from the regulator or Courts or Tribunals.

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

I. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size of the Company and nature of its business
and the same were operating effectively throughout the year. Internal Audit is carried out by external auditors and periodically
covers all areas of business.

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

II. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with size and complexity of its operations.
During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
The company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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.

DETAILS OF JOINT VENTURE, ASSOCIATES OR SUBSIDIARY COMPANY

During the period under review, the company have one Subsidiary during the period 2023-24.

Sr. No.	Name of the Subsidiary	CIN No.
1	E&D MARKET DESK FINANCIAL SERVICES PRIVATE LIMITED	U67190MH2022PTC388594

STATUTORY AUDITORS

M/s. Dularesh K Jain & Associates, Chartered Accountants, Statutory Auditors of the Company, has their term as Statutory
Auditors at this Annual General Meeting. The Company looking after New Statutory Auditors.

MAINTENANCE OF COST RECORDS

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

REVIEW OF AUDITORS REPORT

Your directors are pleased to inform you that the Statutory Auditors of the company have not made any adverse or qualified
remarks in their audit report.

COMMITTEES

During the year, in accordance with the Companies Act, 2013 and relevant provision of SEBI (listing obligation and disclosure
requirement) Regulation 2015, the Board re-constituted some of its committees. There are currently Three Committees on our
Board which are as follows:

a. Audit Committee

b. Stakeholders'' Relationship Committee

c. Nomination and Remuneration Committee

Details of all the aforementioned committees along with their charters, composition and meetings held during the year, are
provided in the Report on Corporate Governance.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Mayur More
& Associates, Practicing Company Secretaries, is appended as Annexure - II and forms part of this report.

STATUTORY COMPLIANCE

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement.
Compliance certificates are obtained and the Board is informed of the same.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Rule 12 of the Companies (Management and Administration) Rules, 2014
is furnished in Annexure - III and is attached to this Report.

According to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, every company shall place a copy of the annual
return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board''s report. The
Annual Return of the Company has been placed on the website of the Company and can be accessed at www.aslventure.com/

CORPORATE SOCIAL RESPONSIBILITIES

During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not applicable to your company.
GENERAL

Your director''s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these
items during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS
referred to in this report;

iv. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries/
Associates;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status
and Company''s operations in future.

Your director''s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that -

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year end on 31^st
March, 2024 and of the profit and loss of the company for that period;

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

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

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

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

VIGIL MECHANISM POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees
to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at
www.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the company including identification therein
of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

REMUNERATION POLICY

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.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the
course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct”
which forms an Appendix to the Code. The Code has been posted on the company''s website //www.aslventure.com//

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your company doesn''t have any transaction relating to loans, guarantee or investments under section
186.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial Year with related parties were in the ordinary
course of business and on an arm''s length basis. During the year, the Company had entered into certain contract / arrangement /
transaction with related parties which could be considered as material in the opinion of the Board.

The particulars of such material Contracts or Arrangements made with related parties pursuant to Section 188 are furnished in
Annexure - IV and is attached to this report.

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

Since the company is engaged in the service industry, the company does not consume substantial energy. It is the policy of the
management to keep abreast of technological developments in the field in which the company is operating and to ensure that the
company uses the most suitable technology. During the year, the company had earned Rs. Nil (---) in the form of Royalty for sale
of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas
partners and customer directly in Indian rupees.

The report in the prescribed format is given in Annexure - I
MANAGERIAL REMUNERATION

A. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required

pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.	Particulars	Mahendra Pandey
1	The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	1:2.5
2	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	NA
3	The percentage increase in the median remuneration of employees in the financial year	10%
4	The number of permanent employees on the rolls of company	4
5	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	NA
6	Affirmation that the remuneration is as per the remuneration policy of the company	Remuneration is as per the Companies policy

B. Details of every employee of the company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment
and Remuneration of Managerial Personnel) Amendment Rules, 2016. The details of the top ten employees in terms of
remuneration drawn and the name of every other employee as required pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection during working hours at the Registered
Office of the Company during year.

C. Any director who is in receipt of any commission from the company and who is a Managing Director or Whole Time Director
of the company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such
Company subject to its disclosure by the Company in the Board''s Report.

During the period under review, None of the Directors of the Company drawing remuneration.

LISTING WITH STOCK EXCHANGES

The company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Limited where the company''s shares are
listed.

ACKNOWLEDGEMENTS

Your director''s take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar,
depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For Alka Securities Ltd

Nishi Jain

Company Secretary and Compliance Officer

Place: Mumbai
Date: 03/12/2024

---

Mar 31, 2014

To The Shareholders

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March 2014.

Financial Results

Description 2013 - 2014 2012 - 2013 (in Rs. Lakhs) (in Rs.Lakhs

Profit before Depreciation and Interest (1300.25) 39.98

Provision for Depreciation 1.80 10.83

Interest 50.45 62.10

(Loss) before Tax (1352.50) (34.95)

(Loss) after TiX (1352.50) (34.95)

Balance brought forward from previous year 199.60 199.60

(Loss) carried to Balance Sheet (1152.90) 234.55

Operation Review

Due to ongoing legal issues and income tax case spending against the Company, the Income Tax Department has frozen all accounts, and therefore the company is not able to carry any business in current the financial year.

Dividend

The Board of Directors does not recommend any dividend on Equity shares for the year under consideration.

Fixed Deposit

Company has not accepted any fixed deposit from the public pursuant of section 58-A of the company act 1956.

Subsidiaries

Company has no subsidiaries as on date.

Operations

Company has not carried out any business operation during the current financial year.

Financial

Finance is the major hurdle for your company. To overcome this, company is planning to raise fund through static investor.

Outlook forthe Company

Looking the current financial and on going legal issue company is not very hopeful do achieve any major gain but company he hope full to shout out legal problem and hopefully start a fresh business in 2014-15

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange (BSE). The Company has not paid the Annual Listing Fees to the Bombay Stock Exchange for the year 2014 - 2015.

Directors

Mr. Mahendra Pandey would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Directors'' Responsibility Statement

As specifically required under the Companies Act, 1956, your Directors state:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. that such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year ended 31st March, 2014 and of the Profit and Loss Account for the said financial year, i.e. April 1, 2013 to March 31, 2014.

iii. That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken. That the Annual Accounts have been prepared on a going concern basis.

Auditors

M/s PSV Jain & Associates Chartered Accountant Mumbai retired at the forthcoming annual general meeting and is eligible for reappointment. Your directors propose the appointment of PSV Jain & Associate Chartered Accountant to hold the office until the conclusion of the next Annual General meeting.

Conversation of Energy Technology Absorption, Foreign Exchange Earnings & Out Go

Company takes adequate steps to avoid wasteful consumption and conservation of energy. The company does not require any technology for its existing business. There were no earning and outgo in foreign exchange.

Corporate Governance

A Report on Corporate Governance in compliance with the Bombay Stock Exchange Listing Agreement is attached and forms part of this Report.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. There is no employee whose details to be reported under this section.

Employee Stock Option Scheme

During the last years company has introduce ESOP Scheme for the allotting warrants to the employees. Under the scheme company has reserved 25lac equity shares to be issued to the employees under the scheme. During the year under consideration no option were granted.

Acknowledgements

The Directors wish to place on record their deep appreciation for the services rendered by the officers, staff and workers at all level, and their dedication and loyalty.

FOR AND ON BEHALF OF THE BOARD Place: Mumbai Mahendra Pandey Date: 30th August 2014

---

Mar 31, 2003

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March 2003

1. FINANCIAL RESULTS

The result for the current year and those for the previous year are set out in this paragraph

2002-2003 (Amt. in Rs.) 2001-2002 (Amt. in Rs)

Profit before Depreciation and Interest 2,88,977 6,14,685

Less:- Provision for Depreciation 2,12,554 2,98,087

Interest 33,038 74,354

Profit / (Loss) before Tax 43,385 2,42,244

Provision for Tax - Current 47,000 4,000 Deferred (13,378) (16,321)

Profit / (Loss) after Tax 9,763 2,54,565

Prior Period Adjustment NIL 54,940

Balance brought forward from previous year 18,28,799 16,29,174

Profit / (Loss) carried to Balance Sheet 18,38,563 18,28,799



DIVIDEND

To conserve the resources of the Company, Directors do not recommend any dividend on Equity shares for the year under consideration.

OPERATIONS

During the year under consideration your company has managed to generate sufficient revenue to meet its operational costs. The overall business scenario during the year under consideration was not much encouraging. Stock Market remained volatile and continued its downward trend. As you are aware that presently your company is operating only in WDM segment.

BUSINESS

During the year under consideration performance of your company was satisfactory keeping in view the adverse business conditions, in view of the improvement shown by the Stock Market and general business environment, your Directors are considering the option of restarting the Stock Market operations. Also company is looking at the option of starting operations of Future & Option Segment, which will be a major activity in the stock market in times to come. Your Directors are confident that as a result of these activities performance of your company will improve.

FINANCIAL

During the year under consideration your company had repaid secured loans resulting in saving in interest cost.

OUTLOOK FOR THE COMPANY

Keeping in view the current improvement in the share market and recovery trend shown by industry in general, your Directors are confident that in coming year companys performance will improve. Your Directors are confident that starting up of Stock market Segment & Future & Option Segment will further improve the performance of the Company.

LISTING

The Equity Shares of the Company are listed on Mumbai, Ahmedabad and Baroda Stock Exchanges. The Company has paid the Annual Listing Fees Rs.15,000/- to the Mumbai Stock Exchange for the year 2002- 2003.

DIRECTORS

Mr. Ravi Pandey and Mr. Manesh Mukherjee were appointed as Additional directors of the Company during the year. By virtue of Section 260 of the Companies Act, 1956 they would cease to hold office at the ensuing Annual General Meeting and are eligible for appointment.

Mr. Anil Kumar Khaitan would retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

DIRECTORS RESPONSIBLITY STATEMENT

As specifically required under the Companies Act, 1956, your Directors state:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. that such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year ended 31st March, 2003 and of the Profit and Loss Account for the said financial year, i.e. April 1, 2002 to March 31, 2003.

iii. that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken.

iv. that the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance in compliance with the Mumbai Stock Exchange Listing Agreement is attached and forms part of this Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Company takes adequate steps to avoid wasteful consumption and conservation of energy. The Company does not require any technology for its existing business. There were no Earnings and Outgo in Foreign Exchange.

AUDITORS

M/s. Devendra Bhandari & Co., Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and have intimated to the Company about their desire to discontinue as the Statutory Auditors of your Company. Accordingly Your Directors recommend the name of M/s Chitlangia & Co, Chartered Accountants, who have consented to act as the Auditors of the Company, to appoint as the Auditors of the Company till the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS

The Directors wish to place on record their deep appreciation for the support and co-operation extended to the Company by the Financial Institutions, Bankers and employees of the Company.

FOR AND ON BEHALF OF THE BOARD

ALKA PANDEY CHAIRPERSON

Mumbai, 4th September 2003