Directors Report of Arcee Industries Ltd.

Mar 31, 2025

Your directors have pleased to present ''33^rd ANNUAL REPORT'' and the Audited Financial Statement for the
financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

	2024-2025	2023-2024
Sale and Other Income	23.18	124.11
Profit/(Loss) before depreciation, Interest & Taxes	(22.87)	(52.51)
Depreciation & Amortization Expenses	16.72	18.04
Finance Cost	1.68	1.96
Profit/(Loss) before Taxes	(41.27)	(72.51)
Provision of Tax/Tax Paid (Incl. Deferred Taxation)	(27.90)	-
Profit/(Loss) after Tax	(13.37)	(72.51)
Balance brought forward	(351.89)	(279.38)
Balance Carried to the Balance Sheet	(365.26)	(351.89)

BUSINESS PERFORMANCE

During the year under review your company achieved a Revenue from operations of Rs. 23.18 Lacs and Net
Loss of Rs. (13.37) Lacs as compare to previous year Revenue from Operation of Rs. 124.11 Lacs and Net Loss
of Rs. (72.51) Lacs. The manufacturing/Production has already stopped due to continuous losses.

The Revenue from operations of the Company constitutes of: -

> The Turnover of the PVC Pipe segment is Nil.

> The Turnover of the Steel Pipe segment is Rs. 15.25 Lacs.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31^st March, 2025.

RESERVES

Your directors have not recommended any amount to transfer to general reserve.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2025 was Rs.5,13,87,770/-. During the year under review the
company has not issued any shares or any convertible instruments.

CREDIT FACILITIES

No any credit facilities have been availed by the company.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the
Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements.
REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT

The Company has not made any modification or alteration in its Financial Statement / Board Report in respect
of last Four Years.

MANAGEMENT DISCUSSION & ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forms part of the Annual Report as Annexure - 1 to the Board''s report.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of section 135 of the Companies Act, 2013 are not applicable.

HUMAN RESOURCES

Our underlying belief is that Human Resource Development today is about nurturing human resources and
leveraging human capital towards the achievement of business goals. The Company is committed towards
creation of opportunities for its employees that help attract, retain and develop a diverse workforce.

BUSINESS RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization
Procedures. These procedures are periodically reviewed to ensure that executive management controls risk
through means of a properly defined framework. The Company has also devised a Risk Management Policy for
Identification of elements of risks and procedures for reporting the same to the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism & Whistle Blower Policy to report genuine concerns or grievances. The
Vigil Mechanism & Whistle Blower Policy has been posted on the Company''s website at
http://www.arceeindustries.in/.

The details of complaints received/disposed/pending during the year ended March 31, 2025.

Particulars	Details
No. of Complaints received in the year	Nil
No. of Complaints disposed off during year	Nil
No. of cases pending as on March 31, 2025	Nil

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During
the year, such controls were tested and no reportable material weakness in the design or operation was
observed.

DIRECTORS & KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Akshat Gupta
(DIN - 00284927) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment.

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 Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed
that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act,
2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent judgment and without
any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification
dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA
for Independent Directors, had been received from all Independent Directors.

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. The evaluation of all the Directors and the Board as whole was conducted
based on the criteria and framework adopted by the Board. The evaluation process has been explained in the
Corporate Governance Report section in this Annual Report.

BOARD EVALUATION

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

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. The Remuneration
Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Four Board Meetings and one independent directors'' meeting was held. The Details of which
are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, were adhered to while considering the time gap
between two meetings.

AUDIT COMMITTEE

The Audit Committee consists of three Directors, out of which two are the Independent Directors, namely Mr.
Gopi Chand Verma (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as other members. All the
recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three Directors, out of which two are the
Independent Directors, namely Mr. Gopi Chand Verma (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as
other members. All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board.

DETAIL OF COMMITTEE MEMBERS
Audit Committee:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Mr. GOPI CHAND VERMA (DIN- 10511183)	Chairperson	Non-Executive Independent Director
2.	Mr. GOURAV JINDAL (DIN- 08382031)	Member	Non-Executive Independent Director
3.	Mr. AKSHAT GUPTA (DIN- 00284927)	Member	Non-Executive Director
Stakeholders Relationship Committee:
Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Mr. GOPI CHAND VERMA (DIN- 10511183)	Chairperson	Non-Executive Independent Director
2.	Mr. GOURAV JINDAL (DIN- 08382031)	Member	Non-Executive Independent Director
3.	Mr. AKSHAT GUPTA (DIN- 00284927)	Member	Non-Executive Director
Nomination and Remuneration Committee:
Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Mr. GOPI CHAND VERMA (DIN- 10511183)	Chairperson	Non-Executive Independent Director
2.	Mr. GOURAV JINDAL (DIN- 08382031)	Member	Non-Executive Independent Director
3.	Mr. AKSHAT GUPTA (DIN- 00284927)	Member	Non-Executive Director

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2025 the applicable Indian
accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

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

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on an arm''s
length basis and were in the ordinary course of business. There are no materially significant related party
transactions during the year which may have a potential conflict with the interest of the Company at large.
Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the
Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded and is available on the
following link on the Company''s website, http://www.arceeindustries.in/financial-
statement/66b6079ede0e382334c0260d. None of the Directors had any pecuniary relationships or
transactions vis-a-vis the Company

The details of related party transactions required under section 134(3)(h) read with rule 8 of the Companies
(Accounts) Rules, 2014, is given in form AOC2 and the same is enclosed as Annexure- 2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

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

ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2024-25 is uploaded on the
website of the Company and can be accessed at http://www.arceeindustries.in/financial-
statement/66b6079ede0e382334c0260a

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.

STATUTORY AUDITORS

M/s. Akanksha Chug & Associates, Chartered Accountants retire at this Annual General Meeting and the Board
of Directors at its meeting held on June 13, 2025 on recommendation of the Audit Committee of the Company
have recommended appointment of M/s. Jain Mittal Chaudhary & Associates, Chartered Accountants (Firm
Registration No. 015140N) as the Statutory Auditors of the Company to hold office for the term of five years
beginning from conclusion of this 33^rd Annual General Meeting until the conclusion of the 38^th Annual General
Meeting in place of M/s. Akanksha Chug & Associates, Chartered Accountants, existing Statutory Auditors of
the Company.

The Company has received confirmation from M/s. Jain Mittal Chaudhary & Associates, Chartered
Accountants, regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

The Auditors'' Report does not contain any qualification, reservation or adverse remark

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Ms Anju Jain, Practicing
Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25. The
Report of the Secretarial Audit Report for the financial year 2024-25 is annexed to this Board of Director''s
Report as Annexure-3.

The Board of Directors has recommended the appointment of Ms Anju Jain, the Practicing Company Secretary
having Certificate of Practice No. 2728, as the Secretarial Auditor of the Company, pursuant to the provisions
of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204
of the Companies Act, 2013 and rules made thereunder to carry out Secretarial Audit for consecutive 5 years,

i.e. from the FY. 2025-26 to FY. 2029-30. Written consent of the Secretarial Auditors and confirmation to the
effect that they are eligible and not disqualified to be appointed as the Secretarial Auditors of the Company in
the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made there
under is obtained.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the
recommendation of the Audit Committee, M/s. Anil Yash & Associates was appointed by the Board of
Directors to conduct internal audit for the financial year 2025-26 in place of M/s Ram Sharma & Company.

AUDITORS OBSERVATIONS

The auditor''s observations being self-explanatory, have been duly explained in the notes to the accounts.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE

A Corporate Governance Report is annexed separately as a part of this report together with a certificate from
the auditors of the company regarding compliance with the conditions of corporate governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on 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 annexed herewith as "Annexure - 4".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no such employee of the Company who is covered under provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in Annexure 5 to this Report.

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were
adequate and operating effectively.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

As on 31st March, 2025, your Company has three Associates namely (i) Kruti Pipes Limited (Formerly known as
APL Fincap Limited), (ii) Arcee Ispat Udyog Private Limited; and (iii) Alexis Marketing LLP. There has been no
material change in the nature of the business of the Associates Companies except Kruti Pipes Limited.

Kruti Pipes Limited changed object from NBFC to Manufacturing activities.

There are no Subsidiaries and Joint Venture of the Company.

POLICY ON SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
there under. The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the Financial Year 2024-25, there were no cases reported under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The following are the summary of the complaints received and disposed of during FY 2025:

Particulars	Details
No. of Complaints received in the year	Nil
No. of Complaints disposed off during year	Nil
No. of cases pending as on March 31, 2025	Nil

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

GENERAL

Your Directors 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:

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

2. The Company has not constituted Employees'' Stock Option Scheme (ESOS) and not issued any share to
its employees under the said Scheme or any other scheme (including sweat equity shares) during the
financial year.

3. Company does not have any subsidiary.

4. 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.

5. The Company has complied with the Provisions relating to the Maternity Benefit Act, 1961.

Your Directors 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.

ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial
Institutions, Bankers, Shareholders, Customers, Dealers and Vendors for their continued and valuable co¬
operation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of
the team at all levels of operations in the Company during the year. The company feels confident of continued
co-operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE :

7th K.M. Barwala Road,

Talwandi Rana, Hisar - 125 001

Shruti Gupta Akshat Gupta

Date : 13th June, 2025 (Whole Time Director) (Director)

DIN - 01742368 DIN - 00284927

CIN : L29120HR1992PLC031681
Phone : [phone]
Email : [e-mail]
Website: www.arceeindustries.in

---

Mar 31, 2024

Your directors have pleased to present ''32^nd ANNUAL REPORT'' and the Audited Financial Statement for the
financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs

	2023-2024	2022-2023
Sale and Other Income	124.11	2136.12
Profit/(Loss) before depreciation, Interest & Taxes	(52.51)	(145.66)
Depreciation & Amortization Expenses	18.04	15.49
Finance Cost	1.96	2.44
Profit/(Loss) before Taxes	(72.51)	(163.59)
Provision of Tax/Tax Paid (Incl. Deferred Taxation)	-	(42.37)
Profit/(Loss) after Tax	(72.51)	(121.22)
Balance brought forward	(279.38)	(158.17)
Balance Carried to the Balance Sheet	(351.89)	(279.38)

BUSINESS PERFORMANCE

During the year under review your company achieved a Revenue from operations of Rs. 124.11 Lacs and Net
Loss of Rs. (72.51) Lacs as compare to previous year Revenue from Operation of Rs. 2136.12 Lacs and Net Loss
of Rs. (121.22) Lacs. However, your Directors look forward to improve the financial position of the Company
and are optimistic about the future growth and performance of the Company.

The Revenue from operations of the Company constitutes of:¬
> The Turnover of the PVC Pipe segment is Rs. 15.55 Lacs.

> The Turnover of the Steel Pipe segment is Rs. 108.56 Lacs.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31^st March, 2024.

RESERVES

Your Directors have not recommended any amount to transfer to general reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was Rs.5,13,87,770/-. During the year under review the
company has not issued any shares or any convertible instruments.

CREDIT FACILITIES

No any credit facilities have been availed by the company.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

On 22^nd May, 2023, Company has cancelled the Lease of Land, Building and Machinery with Arcee Ispat Udyog
Private Limited.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rule, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees coved under the provisions of Section 186 of the
Companies Act, 2013.

The details of the investments made by the Company, if any, are given in the notes to the financial statements.
MANAGEMENT DISCUSSION & ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forms part of the Annual Report as Annexure - 1 to the Board''s report.

CORPORATE SOCIAL RESPONSIBILITY

The company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of section 135 of the Companies Act, 2013 are not applicable.

HUMAN RESOURCES

Our underlying belief is that Human Resource Development today is about nurturing human resources and
leveraging human capital towards the achievement of business goals. The Company is committed towards
creation of opportunities for its employees that help attract, retain and develop a diverse workforce.

BUSINESS RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization
Procedures. These procedures are periodically reviewed to ensure that executive management controls risk
through means of a properly defined framework. The Company has also devised a Risk Management Policy for
Identification of elements of risks and procedures for reporting the same to the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism &Whistle Blower Policy to report genuine concerns or grievances. The
Vigil Mechanism & Whistle Blower Policy has been posted on the Company''s website at
http://www.arceeindustries.in/.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During
the year, such controls were tested and no reportable material weakness in the design or operation was
observed.

DIRECTORS & KMP

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shruti Gupta
(DIN - 01742368) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being
eligible has offered herself for re-appointment.

On 28^th March, 2024, the members regularized the appointment of Mr. Gopi Chand Verma (DIN: 10511183) as
an Independent Director of the Company w.e.f. 22^nd February, 2024 through Postal Ballot.

Mr. Pankaj Agarwal (DIN: 00020220), Independent Director of the Company completed his present (second)
term on 31^st March, 2024. Mr. Pankaj Agarwal was also the Chairperson of the Audit Committee, Nomination
& Remuneration Committee and Stakeholders Relationship Committee of the Board, consequent to his term
completion, also ceased to be a member of these Committees.

The Board of Directors of the Company records its deep appreciation for contribution and guidance provided
by Mr. Pankaj Agarwal during his noteworthy association with the Company for more than a decade.

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 Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed
that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act,
2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent judgment and without
any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification
dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA
for Independent Directors, had been received from all Independent Directors.

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. The evaluation of all the Directors and the Board as whole was conducted
based on the criteria and framework adopted by the Board. The evaluation process has been explained in the
Corporate Governance Report section in this Annual Report.

BOARD EVALUATION

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

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. The Remuneration
Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Five Board Meetings and one independent directors'' meeting was held. The Details of which
are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, were adhered to while considering the time gap
between two meetings.

AUDIT COMMITTEE

The Audit Committee consists of three Directors, out of which two are the Independent Directors, namely Mr.
Pankaj Agarwal (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as other members. All the
recommendations made by the Audit Committee were accepted by the Board.

On 31.03.2024 Tenure (Second term) of Mr. Pankaj Agarwal is completed and consequent to his term
completion, also ceased to be a member of this Committee.

After his term completion, Mr. Gopi Chand Verma (DIN - 10511183), Independent Director of the Company
appointed as Chairman of Audit Committee w.e.f. 01.04.2024.

Now the Audit Committee is as follows,

Mr. Gopi Chand Verma	Non- Executive Independent Director	Chairman
Mr. Gourav Jindal	Non- Executive Independent Director	Member
Mr. Akshat Gupta	Promoter, Non- Executive Director	Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three Directors, out of which two are the
Independent Directors, namely Mr. Pankaj Agarwal (Chairman), Mr. Gourav Jindal and Mr. Akshat Gupta as
other members. All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board.

On 31.03.2024 Tenure (Second term) of Mr. Pankaj Agarwal is completed and consequent to his term
completion, also ceased to be a member of this Committee.

After his term completion, Mr. Gopi Chand Verma (DIN - 10511183), Independent Director of the Company
appointed as Chairman of Nomination and Remuneration Committee w.e.f. 01.04.2024.

Now the Nomination and Remuneration Committee is as follows,

Mr. Gopi Chand Verma	Non- Executive Independent Director	Chairman
Mr. Gourav Jindal	Non- Executive Independent Director	Member
Mr. Akshat Gupta	Promoter, Non- Executive Director	Member

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Indian
accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

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

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on an arm''s
length basis and were in the ordinary course of business. There are no materially significant related party
transactions during the year which may have a potential conflict with the interest of the Company at large.
Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the
Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded and is available on the
following link on the Company''s website, http://www.arceeindustries.in/financial-
statement/66b6079ede0e382334c0260d. None of the Directors had any pecuniary relationships or
transactions vis-a-vis the Company

The details of related party transactions required under section 134(3)(h) read with rule 8 of the Companies
(Accounts) Rules, 2014, is given in form AOC2 and the same is enclosed as Annexure- 2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

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

ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the
website of the Company and can be accessed at http://www.arceeindustries.in/financial-
statement/66b6079ede0e382334c0260a

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.

STATUTORY AUDITORS

M/s. Akanksha Chug & Associates, Chartered Accountants (Firm Registration No. 017327N), were appointed as
Statutory Auditor of the Company at 28^th Annual General Meeting held on September 29, 2020 to hold office
till the conclusion of the 33^rd Annual General Meeting.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Ms. Anju Jain, the Practicing Company Secretary was appointed by the Board as Secretarial Auditor, to conduct
the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit Report for financial year 2023-2024 forms part of the Annual Report as Annexure-3 to
the Board''s report. The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

The Board has appointed Ms Anju Jain, Practicing Company Secretary, as Secretarial Auditor of the Company
for the financial year 2024-2025 also.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the

recommendation of the Audit Committee, M/s. Ram Sharma and Company was appointed by the Board of
Directors to conduct internal audit for the financial year 2024-25.

AUDITORS OBSERVATIONS

The auditor''s observations being self-explanatory, have been duly explained in the notes to the accounts.

COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

CORPORATE GOVERNANCE

A Corporate Governance Report is annexed separately as a part of this report together with a certificate from
the auditors of the company regarding compliance with the conditions of corporate governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on 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 annexed herewith as "Annexure - 4".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no such employee of the Company who is covered under provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in Annexure 5 to this Report.

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were
adequate and operating effectively.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

As on 31st March, 2024, your Company has three Associates namely (i) Kruti Pipes Limited (Formerly known as
APL Fincap Limited), (ii) Arcee Ispat Udyog Private Limited; and (iii) Alexis Marketing LLP. There has been no
material change in the nature of the business of the Associates Companies except Kruti Pipes Limited.

Kruti Pipes Limited changed object from NBFC to Manufacturing activities.

There are no Subsidiaries and Joint Venture of the Company.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company takes all necessary measures to ensure a harassment-free workplace and has instituted a system
for redressal of complaints and to prevent sexual harassment. During the year, there were no complaints
relating to sexual harassment.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

GENERAL

Your Directors 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:

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

2. The Company has not constituted Employees'' Stock Option Scheme (ESOS) and not issued any share to
its employees under the said Scheme or any other scheme (including sweat equity shares) during the
financial year.

3. Company does not have any subsidiary.

4. 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 Directors 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.

ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial
Institutions, Bankers, Shareholders, Customers, Dealers and Vendors for their continued and valuable co¬
operation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of
the team at all levels of operations in the Company during the year. The company feels confident of continued
co-operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE :

7th K.M. Barwala Road,

Talwandi Rana, Hisar - 125 001

Shruti Gupta Akshat Gupta

Date : 13th August, 2024 (Whole Time Director) (Director)

DIN - 01742368 DIN - 00284927

CIN : L29120HR1992PLC031681
Phone : [phone]
Email : [e-mail]
Website: www.arceeindustries.in

---

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the ''22nd ANNUAL REPORT'' together with the Audited Accounts for the year ended 31st March, 2014.

1. financial Highlights (Rs. in Lacs) 2013-2014 2012-2013

Revenue from Operation and Other Income 1673 1768

Profit/(Loss) before depreciation, (2) 61 Interest & Taxes

Depreciation & Amortization Expenses 23 24

Finance Cost 34 24

Profit/(Loss) before Taxes (59) 3

Provision of Tax/Tax Paid (18) - (Incl: Deferred Taxation)

Profit/(Loss) after Tax (41) 3

Balance brought forward (122) (125)

Balance Carried to the Balance Sheet. (163) (122)

2. OPERATIONS

During the year the company has achieved gross revenue of Rs 1672 98 Lacs as compare to previous year of Rs.1768.04 Lacs. The company has 2.93 suffered loss of Ra.41.31 Lacs as compared to previous year Profit of Rs.Lacs. company has been consistently trying to capture the local market. It is expected that the company in the near future will do better

3. DIRECTORS

Mr. Satya Prakash Kanodia, Mr. Manoj Goyal and Mr. Pankai Agarwal are Independent Directors of the Company who are liable for retire by rotation as Per old Companies Act, 1956. The necessary resolutions for their appointment as Independent Directors under Section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement to hold office for a term of 5 (five) Consecutive Years up to 31st March 2019 are contained in the notice for your approval

Mrs. Krishna Gupta is the Director retiring by rotation in pursuance of Section 152 of the Companies Act, 2013 and, being eligible, offer herself for reppointment.

5. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE

We have duly complied with all the guidelines issued by SEBI/Stock Exchange.

6. PARTICULARS OF EMPLOYEES

As there are no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217 (2A) is not required.

7. FIXED DEPOSITS

The company has not accepted any fixed deposits from the public.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of Section 217(1 )(e) of Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

9. INSURANCE

The Company''s properties have been adequately insured.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance to the provision of Section 217 (2AA) of the Companies Act, 1956 your Directors hereby declare

(i) that in the preparation of the Annual Accounts for the Financial Year 2013- 2014, the applicable Accounting Standards have been followed and no material departures have been made from the same;

(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/ Loss of the company for that period;

(iii) that the Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts on a going concern basis.

11. AUDITORS

M/s. Jain Mittal Chaudhary & Associates, Chartered Accountants (Firm Registration No. 015140N), who retire at the conclusion of ensuing Annual General Meeting, have consented to continue in office, if appointed from the conclusion of ensuing Annual General Meeting till the conclusion of next four consecutive Annual General Meeting subject to ratification of appointment by the Members of the Company at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for their appointment as Auditors of the Company.

12. AUDITORS OBSERVATIONS

The auditors observations being self explanatory, have been duly explained in the notes to the accounts.

13. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements entered into with the stock exchange, a separate section on corporate governance and a certificate obtained from the auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report

14. ACKNOWLEDGMENT

The directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions, Bankers, Shareholders Customers, Dealers and Vendors for their continued and valuable co-operation and support to the Company.

The directors express their deep appreciation for the deveted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co- operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE 7th K.M. Barwala Road Talwandi Rana, Hisar-125 001 (KRISHNA GUPTA) (R.C. GUPTA) Dated : 28/06/2014 DIRECTOR WHOLE TIME DIN-00284849 DIRECTOR DIN-00284823

---

Mar 31, 2013

To The Members,

The directors have pleasure in presenting the 21st ANNUAL REPORT together with the Audited Accounts for the year ended 31March 2013

1, FINANCIAL HIGHLIGHTS (Rs in Lacs)

2012-2013 2011-2012

Revenue from Operation and Other Income 1768 1178

Profit before depreciation 27 38

Depreciation & Amo Nation Expenses 24 26

Profit before Taxes 3 12

Provision of Tax/Tax Paid jingle Deferred Taxation) - 1

Profit after Tax 3 11

Balance brought forward (125) (136)

Balance Carried to the Balance Sheet (122) (125)

2 OPERATIONS

During the year the company has achieved gross revenue of Rs. 1768.04 Lacs, which is approximately 50% higher as compare lo previous year of Rs.1177.73 Lacs. The company has earned Profit before Tax of Rs 2 76 Lacs as compared to previous year Profit before Tax of Rs 12 18 Lacs. The company has been consistently trying to capture the local market It is expected that the company in the near future will do better

3 FINANCE

The interest and finance charges for the year were Rs 33 59 Lacs as against Rs 31 82 Lacs for the previous year.

4 DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company. Smt Krishna Gupta retires by rotation being eligible and cheer herself for reappointment

5, MANAGEMENT DISCUSSION & ANALYSIS

PVC Pipes are fast becoming the preferred mode of carrying water from the location of its source to the location of its use. inversely, PVC Pipes are also useful for carrying the used water and sanitary waste towards the location of its disposal. Safety, reality and strength - the important attributes of PVC Pipes are gradually yet definitely finding favor with the users as well as government and quasi- government authorities responsible for water and waste water management.

PVC Pipes business are to some extent dependent on the success of monsoon The company does not foresee any possibility of a drastic reduction in demand over a longer period. Your company also does not perceive any serious threat from import of PVC Pipes because the high incidence of freight on PVC Pipes gives a natural protection to the domestic industry On the back of various Government initiatives to boost the rural economy, the demand for PVC Pipes has remained buoyant. It is expected that the Government will continue to give priority to agriculture and rural up lament programmes in the years to come. This will ensure that demand for PVC Pipes wiLL continue to remain strong.

The company has instituted adequate internal control procedure commensurate with the nature of its business and the size of its operations Internal Audit is conducted at regular intervals and covers the key areas of operations. All significant audit observations and follow-up actions thereon are reported to the Audit Committee.

Your company''s Industrial relations continued to be harmonious during the year under review. The focus is on maintaining employee motivation at a high level with stress on leadership development.

Estimates and expectations stated fn this Management Discussion and Analysis may be '' forward-looking statement'''' within the meaning of applicable securities laws and regulations. Actual results coufd differ materially from those expected or implied. Important factors that could make a difference to your Company''s operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets, changes in the Government regulations, tax laws, other statues and other incidental factors.

6 PARTICULARS OF EMPLOYEES

As there are no employees drawing remuneration more than the limit prescribed under section 217 (2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975; as amended, from time to time; statement under section 217 (2A) is not required.

7. FIXED DEPOSITS

The company has not accepted any fixed deposits from the public in terms of provisions of Section 58A of the Companies Act, 1956 and rules made there under.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of Section 217(1 )(e) of Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1983 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

9. INSURANCE

The Company''s properties have been adequately insured.

10 DIRECTOR''S RESPONSIBILITY STATEMENT

In pursuance to the provision of Section 217 (2AA) of the Companies Act, 1956 your Directors hereby declare

(i) that in the preparation of the Annual Accounts for the Financial Year 2012-2013, the applicable Accounting Standards have been followed and no material departures have been made from the same ;

(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 of the company for that period ;

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

(iv) that the Directors have prepared the Annual Accounts on a going concern basis

11 AUDITORS

M/s. Aggarwal & Mahajan, Chartered Accountants (ICAI Registration No. 006545N) retire and are eligible for reappointment. The Auditors have furnished to the Company the requisite certificate under section 224 (1B) of the Companies Act, 1956 that their appointment if made, would be within the prescribed limit.

12 Auditors'' OBSERVATIONS

The auditors observations being self explanatory, have been duly explained in the notes to the accounts.

13 AUDIT COMMITTEE

The Audit Committee has three members viz. Sh. S. P. Kanodia (Chairman), Sh. Manoj Goyai and Sh. Pankaj AgarwaL The terms of reference of the Audit Committee, covers the area mentioned in clause 49 of the Listing Agreement of the Stock Exchange and section 292A of the Companies Act, 1956.

14 CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements entered into with the stock exchange, a separate section on corporate governance and a certificate obtained from the auditors of the company regarding compliance with the conditions of corporate governance are forming part of this annual report.

15. ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial institutions & Bankers for their continued and valuable co-operation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE

7th K.M. Barwala Road

Talwandi Rana, Hisar-125 001

(KRISHNA GUPTA) (R.C, GUPTA)

Dated : 30/05/2013 DIRECTOR WHOLE TIME

DIRECTOR

---

Mar 31, 2011

The Members,

The directors have pleasure in presenting the '19TH ANNUAL REPORT' together with the Audited Accounts of the Company for the year ending 31st March, 2011.

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

2010-2011 2009-2010

Sales and other income 1667 2209

Profit before depreciation 40 38

Depreciation for the year 28 26

Profit before income tax 12 12

Provision of Tax/Tax Paid (incl. Deferred Taxation) 11 (7)

Profit/(Loss) after Tax 1 19

Balance brought forward (138) (157)

Balance Carried to the Balance Sheet (137) (138)

2. OPERATIONS

During the year the company has achieved gross revenue of Rs.1667 Lacs. The Company's production and sale have been declined during the year due to lack of demand of PVC Pipes in the market. But the company has earned Profit before Tax of Rs. 11.79 Lacs as compared to previous year Profit before Tax of Rs. 11.51 Lacs, The company has been consistently trying to capture the local market. It is expected that the company in the near future will do better.

3 DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company, Sh. Manoj Goyal retires by rotation being eligible and offer himself for reappointment.

4. MANAGEMENT DISCUSSION & ANALYSIS

Just when the global economy was showing signs of consolidation, the political crisis in the Middle East has once again led to uncertainty. The commodity prices are once again volatile due to uncertain global developments. Uncertain times still continue with some more economies in Europe showing financial crisis which requires to be resolved.

A very high inflation rate, supply constraints and governance issues have significantly affected the Indian economic situation during the year under review. However, the economy has shown resilience in spite of all these impediments by showing good GDP growth of over 8.50%.

The Union Budget 2011-2012 has laid on emphasis on accelerating irrigation and agriculture. Initiatives have been targeted at improving rural infrastructure through various programs. The continued increase in farm credit with low interest rate as well efforts to improve microfinance will boost rural incomes and facilitate the trickle down process. These measures will have positive impact on the PVC Pipes business of your company in the future.

PVC Pipes business are to some extent dependent on the success of monsoon. The company does not foresee any possibility of a drastic reduction in demand over a longer period. Your company also does not perceive any serious threat from import of PVC Pipes because the high incidence of freight on PVC Pipes gives a natural protection to the domestic industry.

The company has instituted adequate internal control procedure commensurate with the nature of its business and the size of its operations. Internal Audit is conducted at regular intervals and covers the key areas of operations. All significant audit observations and follow-up actions thereon are reported to the Audit Committee.

Your company's Industrial relations continued to be harmonious during the year under review. The focus is on maintaining employee motivation at a high level with stress on leadership development.

Estimates and expectations stated in this Management Discussion and Analysis may be "forward-looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expected or implied. Important factors that could make a difference to your Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets, changes in the Government regulations, tax laws, other statues and other incidental factors.

5. PARTICULARS OF EMPLOYEES

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

6. FIXED DEPOSITS

The company has not accepted any fixed deposits from the public in terms of provisions of Section 58A of the Companies Act, 1956 and rules made thereunder.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of Section 217(1 )(e) of Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

8. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGES

Guidelines issued by SEBI/Stock Exchanges from time to time have been duly complied with. The share of the Company is listed at the Bombay Stock Exchange Ltd., Mumbai. The Company is regular in paying the Annual Listing Fees to the Bombay Stock Exchange Ltd., Mumbai.

9. INSURANCE

The Company's properties have been adequately insured.

10. PERSONNEL

The relations between the employees and the management continued to be cordial. Directors take this opportunity to place on record their appreciations for the devoted and loyal services rendered by all members of the staff and workers.

11 DIRECTOR'S RESPONSIBILITY STATEMENT

In pursuance to the provision of Section 217 (2AA) of the Companies Act, 1956 your Directors hereby declare :-

(i) that in the preparation of the Annual Accounts for the Financial Year 2010-2011, the applicable Accounting Standards have been followed ;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the company for that period ;

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

(iv) that the Directors have prepared the enclosed Annual Accounts on a going concern basis.

12. AUDITORS

M/s. Aggarwal & Mahajan, Chartered Accountants (ICAI Registration No. 006545N) retire and are eligible for reappointment The Auditors have furnished to the Company the requisite certificate under section 224 (1B) of the Companies Act, 1956 that their appointment, if made, would be within the prescribed limit.

13. AUDITORS OBSERVATIONS

The auditors observations being self explanatory, have been duly explained in the notes to the accounts.

14. AUDIT COMMITTEE

The Audit Committee has three members viz. Sh. S. P. Kanodia (Chairman), Sh. Manoj Goyal and Sh. Pankaj Agarwal. The terms of reference of the Audit Committee, covers the area mentioned in clause 49 of the Listing Agreement of the Stock Exchange and Section 292 A of the Companies Act, 1956.

15. REMUNERATION COMMITTEE

The remuneration Committee comprises of three independent directors viz., Sh. S. P. Kanodia (Chairman), Sh. Manoj Goyal and Sh. Pankaj Agarwal.

16. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Auditor's Certificate regarding compliance of conditions of Corporate Governance and declaration by Chairman for Compliance of Code of Conduct, from part of this Annua! Report.

17. ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers for their continued and valuable co-operation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also.

FOR AND ON BEHALF OF THE BOARD

(KRISHNA GUPTA) (R.C. GUPTA) DIRECTOR DIRECTOR

REGISTERED OFFICE

7th K.M. Barwala Road Talwandi Rana, Hisar- 125 001

Dated : August 29, 2011

---

Mar 31, 2010

The directors have pleasure in presenting the 18TH ANNUAL REPORT1 together with the Audited Accounts of the Company for the year ending 31st March. 20 10

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

2009-2010 2008-2009

Sales and other income 2209 1865

Profit before depreciation 38 32

Depreciation for the year 26 22

Profit before income tax 12 10

Provision of Tax/Tax Paid 7 (4)

Profit/(Loss) after Tax 19 6

Balance brought forward (157) (163)

Balance Carried to the Balance Sheet (138) (157)

2. OPERATIONS

During the year the company has achieved Sales & Other Income of Rs, 2209 00 Lacs, which is approx. 18 % higher as compared to last year of Rs.1865 00 Lacs During the year the company has earned profit before Tax of Rs. 11.51 lacs as compared to previous years profit before tax of Rs.10.39 lacs. The comoany has been consistently trying to capture the local market. It is expected that the company in the near future will do better.

3. DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company, Sh. S. P. Kanodia retires by rotation being eligible and offer himself for reappointment.

4. MANAGEMENT DISCUSSION & ANALYSIS

The extreme volatility experienced in the global markets during 2008-2009 moderated to some extent during the year under review. However, uncertainty still looms large on the global business horizon. The developed economies of USA and Europe have pumped in trillions of dollars to stabilize their economies. The long term effects of these measures are vet to be seen. Volatility in commodity prices and foreran exchange rates is the order of the day. Though there are emerging signs of recovery these are still not strong enough to instill confidence in the system as a whole. The economic crisis has hit countries like Greece and Iceland very badly and there is specu!ation about some other countries also facing similar crisis.

A delayed and sub-normal monsoon added to the overall uncertainty prevailing in the Indian economy at the beginning of the year under review. Despite this the Indian economy posted a remarkable recovery. The GDP growth tentatively assessed at over 6% is one of the highest in the world. The rural economy in India is fast growing giving an impetus to the demand for various products. Your Companys product i.e PVC Pipes is mainly sold in the rural markets.

PVC Pipes are fast becoming the preferred mode of carrying water from the location of its source to the location of its use. Inversely, PVC Pipes are also useful for carrying the used water and sanitary waste towards the location of its disposal. Safety, reliability and strength -- the important attributes of PVC Pipes are gradually yet definitely finding favour with the users as well as government and quasi- government authorities responsible for water and waste water management.

PVC Pipes business are to some extent dependent on the success of monsoon. The company does not foresee any possibility of a drastic reduction in demand over a longer period. Your company also does not perceive any serious threat from import of PVC Pipes because the high incidence of freight on PVC Pipes gives a natural protection to the domestic industry.

On the back of various Government initiatives to boost the rural economy, the demand for PVC Pipes has remained buoyant. It is expected that the Government will continue to give priority to agriculture and rural upliftment programmes in the years to come. This will ensure that demand for PVC Pipes will continue to remain strong.

The company has instituted adequate internal control procedure commensurate with the nature of its business and the size of its operations. Internal Audit is conducted at regular intervals and covers the key areas of operations. All significant audit observations and follow-up actions thereon are reported to the Audit Committee.

Your companys Industrial relations continued to be harmonious during the year under review. The focus is on maintaining employee motivation at a high level with stress on leadership development.

Estimates and expectations stated in this Management Discussion and Analysis may be "forward-looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expected or implied. Important factors that could make a difference to your Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets, changes in the Government regulations, tax laws, other statues and other incidental factors.

5. PARTICULARS OF EMPLOYEES

During the year there was no employee in respect of whom information as per section 217 (2A)of the Companies Act, 1956 is required to be given in the Directors Report.

6. FIXED DEPOSITS

The company has not accepted any fixed deposits from the public in terms of provisions of Section 58A of the Companies Act, 1956 and rules made thereunder.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of Section 217(1 )(e) of Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

8. COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGES

Guidelines issued by SEBI/Stock Exchanges from time to time have been duly complied with. The share of the Company is listed at the Bombay Stock Exchange Ltd. Mumbai The Company is regular in paying the Annual Listing Fees to the Bombay Stock Exchange Ltd., Mumbai,

9 INSURANCE

The Companys properties have been adequately insured

10 PERSONNEL

The relations between the employees and the management continued to be cordial. Directors take this opportunity to place on record their appreciations for the devoted and loyal services rendered by all members of the staff and workers.

11. DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to the provision of Section 217 (2AA) of the Companies Act, 1956 your

Directors hereby declare :-

(i) that in the preparation of the Annual Accounts for the Financial Year 2009-2010, the applicable Accounting Standards have been followed ;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the company for that period ;

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

(iv) that the Directors have prepared the enclosed Annual Accounts on a going concern basis,

12 AUDITORS

M/s, Aggarwal & Mahajan, Chartered Accountants retire and are eligible for reappointment. The Auditors have furnished to the Company the requisite certificate under section 224 (1B) of the Companies Act, 1956 that their appointment, if made, would be within the prescribed limit.

13. AUDITORS OBSERVATIONS

The auditors observations being self explanatory, have been duly explained in the notes to the accounts.

14. AUDIT COMMITTEE

The current Audit Committee has three members viz. Sh. S. P. Kanodia (Chairman), Sh, Manoj Goyal and Sh. Pankaj Agarwal. The terms of reference of the Audit Committee, covers the area mentioned in clause 49 of the Listing Agreement of the Stock Exchange and Section 292 A of the Companies Act, 1956.

15 REMUNERATION COMMITTEE

The remuneration Committee comprises of three independent directors viz., Sh S. P. Kanodia (Chairman), Sh. Manoj Goyal and Sh. Pankaj Agarwal.

16 CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report, Auditors Certificate regarding compliance of conditions of Corporate Governance and declaration by Chairman for Compliance of Code of Conduct, from part of this Annual Report.

17. ACKNOWLEDGMENT

Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers for their continued and valuable co- operation and support to the Company.

Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also.



FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE

7th K.M. Barwala Road

Talwandi Rana. Hisar - 125 001

(KRISHNA GUPTA) (R.C. GUPTA)

Dated : August 24, 2010 DIRECTOR DIRECTOR