Directors Report of Ashiana Agro Industries Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting their 34th Annual Report and Audited Accounts of the Company for the year ended
31st March, 2024.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March, 2024 are as follows:-

Rupees in Lacs

	2023-24		2022-23
Total Income	115.80		102.13
Profit/(Loss) before Exceptional items and Tax	12.93		(-) 2.63
Exceptional Items :	-		-
Depreciation:	- -	(-) 0.01	(-) 0.01
Profit before tax	12.93		-) 2..64
Less: Tax Expenses	0.50		-
Profit/Loss(-) for the Year	12.43		(-)2.64
Balance Loss (-) brought forward from previous year	(-) 219.31		(-) 216.67
Balance carried to Balance Sheet (Loss)	(-) 206.88		(-) 219.31

Keeping in view the accumulated losses and the negligible profit for the year under review, the directors are unable to
recommend payment of any dividend for the year under review.

As regards "Notes to Accounts”, the directors wish to clarify that the loan has been advanced to Diadem enterprises Pvt. Ltd
duly complying with the relevant provisions of the Companies’ act, 2013 and is within the permissible limit laid down under the
provisions of the said Act. Pending deployment of funds in other Projects, the company could earn interest to meet its day to
day expenses and other liabilities. The loan is repayable on demand. The Company is in the process of identifying Projects
wherein it can invest its funds for the long term for the benefit of its shareholders.

OPERATIONS

Your Company has achieved a total income of Rs.115.80 lacs and the Profit before Exceptional items and Tax has been
Rs.12.93 lacs. Your Company has paid a tax of Rs.0.50 lacs for the year under review. The net profit after Tax for the year is
Rs.12.43 lacs. Your Company has an accumulated loss of Rs.206.88 lacs for the Financial Year ended 31.03.2024.

The new management has identified Packaging Materials business as a new area. The new management has the expertise
and experience to run this type of business.

DIRECTORS

At the ensuing AGM Smt. Matli Srutha Keerthi (DIN:07159336)retires by rotation and is eligible for re-election. Resolution
seeking approval of shareholders for re-appointment of this director forms part of the Notice.

Shri Kranthikumar Chimakurthi and Shri Vamsidhar Reddy Mandipati continue as Independent Directors. The shareholders
have appointed both of them as Independent Directors in the last AGM from the respective date of expiry of their term by
ordinary resolution. As per Regulations, the second term of Independent Directors must be approved by Shareholders by
Special Resolution. Accordingly, the Board has appointed Shri Kranthi Kumar Chimakurthi and Shri Vamsidhar Reddy
Mandipati as Independent Directors subject to approval of shareholders in the forthcoming AGM by Special Resolution for a
term of four years w.e.f. 9th Aug.2024 and 8th Nov., 2024 respectively. The Board recommends passing the Special
Resolutions. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status
as independent directors of the Company. During the year under review, the non-executive directors of the company had no
pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board/Committee of the Company. Pursuant to the provisions of Section 203
of the Act, the Key Managerial Personnel of the Company as on 31.03.2024 are Shri. Pavan Kumar Matli, Whole Time
Director, Shri.E.D.Mohanan Menon, Company Secretary and Shri Nandhivarman G, Chief Finance Officer. The performance
of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board process, information and functioning, etc. In a separate meeting of
Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company
was evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the
independence of the Board and separate its functions of governance and management. As of March 31,2024, the Board had
five members, consisting of a Whole Time Director, two non-executive and non-independent directors and two independent
directors. One of the directors of the Board is a woman. The details of Board and committee composition, tenure of directors,
areas of expertise and other details are available elsewhere this Report.

The policy of the Company on directors'''' appointment and remuneration, including the criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on our website

BOARD MEETINGS

During the Financial Year ended 31.03.2024, Board Meetings held on 18.04.23, 26.05.23, 11.08.23, 23.08.23, 10.11.23 and
14.02.24 and Independent Directors held a separate meeting on 30th March, 2024.The maximum interval between any two
meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Your Company has a policy of appointing adequately qualified persons only to the Board keeping in view the requirements of
listing agreement with the stock exchanges and the Corporate Governance guidelines.

COMMITTEE MEETINGS

During the Financial Year under reporting, Audit Committee met on18.04.23, 26.05.23, 11.08.23, 23.08.23, 10.11.23 and
14.02.24.Stake holders Grievances Committee met on 10.04.23, 12.07.23, 09.10.23 and 10.01.24. Nomination and
Remuneration Committee met on 26.05.23, and 23.08.23. Share Transfer Committee met on 11.05.23.

INDEPENDENT DIRECTORS

Shri Kranthikumar Chimakurthi and Shri Vamsidhar Reddy Mandipati continue as Independent Directors. The shareholders
have appointed both of them as Independent Directors in the last AGM from the respective date of expiry of their term by
ordinary resolution. As per Regulations, the second term of Independent Directors must be approved by Shareholders by
Special Resolution. Accordingly, the Board has appointed Shri Kranthi Kumar Chimakurthi and Shri Vamsidhar Reddy
Mandipati as Independent Directors subject to approval of shareholders in the forthcoming AGM by Special Resolution for a
term of four years w.e.f. 9th Aug.2024 and 8th Nov., 2024 respectively. Special Resolutions for their re-appointment form part
of the Notice. The Board recommends passing the Special Resolution. The Company has received necessary declaration
from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing
Regulations.

Independent directors held a separate meeting on 30th March, 2024 to review the operations, evaluate other directors and
assess the flow of information to shareholders and regulatory compliances.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of
an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and
responsibilities.

BOARD COMMITTEES

As on March 31,2024, the Board had four committees: the Audit Committee, the Nomination and Remuneration Committee,
the Share transfer Committee and the Stakeholders Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board.A detailed note on the
composition of the Board and its committees are as under:

AUDIT COMMITTEE

Shri. Krantikumar Chimakurthi an Independent Director continues as Chairman and Shri. Vamsidhar Reddy Mandipati,
another Independent Director and Mr. Pavan Kumar Matli, Whole time Director continue as Members w.e.f. 08.11.2018.

Audit Committee met six times during the Financial Year 18.04.23, 26.05.23, 11.08.23, 23.08.23, 10.11.23 and 14.02.24.
Shri.E.D.M.Menon, Company Secretary is Secretary to the Committee.

The role and duties of the audit committee have been defined by the Board of directors and generally cover the areas
mentioned under SEBI LODR Regualations, 2015 besides other terms as may be referred to the Committee by the Board of
Directors from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Shri. Vangallu KodandaRam, Director continutes as Chairman w.e.f.12.08.2020 and ShriMatliPavan Kumar, WTD, and Shri
Vamsidhar Reddy Mandipati, Independent Director continue as Members. Stakeholders Grievances Committee met four
times during the Financial Year on 10.04.23, 12.07.23, 09.10.23 and 10.01.24. Shri EDM Menon, Company Secretary is the
compliance officer. The Company has attended to all valid requests for transfer received during the year ended 31st March,
2024 and no such transfer is pending.

NOMINATION & REMUERATION COMMITTEE

Shri. Vamsidhar Reddy Mandipati, Independent Director continues as Chairman and Shri.KrantikumarChimakurthi and
Shri.Vangallu Kodanda Ram continue as Members. The Committee met twice during the Financial Year on 26.05.23 and
23.08.23 to review the remuneration of Directors, Executives and others.

SHARE TRANSFER COMMITTEE

The Share Transfer Committee has been formed to look into share transfer and related applications received from
Shareholders, with a view to accelerate the transfer procedures. Shri Matli Pavan Kumar, WTD continues as Chairman and
Shri V. Kodanda Ram and Dr. Matli Sruthakeerthi continue as Members. The Committee inter-alia considers applications for
transfer, transmission, split, consolidation of share certificates and cancellation of any share certificate in compliance with the
provisions in this regard. As per Regulation 40 of Listing Regulations, as amended, shares of the Company can be transferred
only in dematerialized form with effect from, 1st April, 2019, except in case of request received for transmission or
transposition of securities. The Committee is authorised to sign, seal or issue any new share certificate as a result of transfer,
consolidation, splitting or in lieu of share certificates lost, defaced or destroyed. The Committee meets as and when there are
matters to be considered by them. One meeting of Share Transfer Committee was held on 11.05.23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has advanced a loan of Rs.150.00 lakhs to M/s. Diadem Enterprises Pvt Ltd., Chennai at an interest rate of 10%
p.a. This loan is repayable on demand. M/s. Diadem Enterprises Pvt.Ltd. is the manufacturer of multi colour labels for various
products. Other than this, your Company has not given any loan, provided any guarantees or made any investments in any
other company.

CHANGE OF REGD. OFFICE

For Operational reasons, your company’s Regd. Office was shifted to No.34, Andal Nagar, BaluchettyChatram,
Kancheepuram Taluk, Kancheepuram Distt. Pin Code 631 551w.e.f. 01st Oct., 2023

CORPORATE SOCIAL RESPONSIBILITY

The Company is fully aware of its corporate social responsibility. Your company is not presently involved in any manufacturing
activity and is making very negligible profit. As it is involved in trading activities in a limited way right now, it has very limited
employees. When it expands its operations it will earmark a part of its revenue for social initiatives in and around the area of its
operations.

RISK MANAGEMENT POLICY

The Company will have a risk management policy as and when it restarts its trading/manufacturing operations in a large scale.
Company’s risk will be covered adequately by insurance policies in the long term.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits including from the Public and, as such, no amount of principal or
interest was outstanding as of Balance Sheet date.

STATUTORY AUDITORS

At the 32nd AGM held on 28th Sept., 2022 the Members approved appointment of M/s.K.GopalRao& Co, Chartered
Accountants, Chennai (Firm Registration No.000956S with the Institute of Chartered Accountants of India). Resolution to

appoint them as Statutory Auditors for a term of five years from the conclusion of the 32nd Annual General Meeting until the
conclusion of the 37th Annual General Meeting to be held in Sept., 2027. Resolution to approve their remuneration for the
financial year 2024-25 forms part of this notice.

The Audit Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (appointment of Managerial Personnel)
Rules, 2014 the Board of Directors of the Company has appointed Mr.T.Durga Prasad, Practising Company Secretary,
Chennai, Membership No.6316 (Certificate of Practice No.154581) to undertake the Secretarial Audit of the Company for the
Financial Year ended 31st March, 2024. The Secretarial Audit Report in the Prescribed Form No.MR-3 dated 22rdAugust,
2024 is annexed as Annexure ''C''. Mr.Durga Prasad has been re-appointed as Secretarial Auditors for 2024-25 also.

It was also decided to appoint MrT.Durga Prasad, Practising Company Secretary and Secretarial Auditor of the Company as
Scrutinizer to conduct the E voting process in a fair and transparent manner for Company''s forthcoming AGM.

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

1. Delay in filing forms

Wherever necessary additional fees have been paid for delayed filing.

2. BSE Penalty

BSE has levied a penalty of Rs.4720 for delayed filing of Shareholding Pattern which was paid on 22.03.2024.

3. Re-Appointment of Independent Directors

ShriKranthi Kumar Chimakurthi and Shri Vamsidhar Reddy Mandipati, Independent Directors for the second term was
done by way of Ordinary Resolution.

The independent Directors were entitled for a second term of five years as per Regulations. The company has included
Special Resolutions in the Notice for holding the 34th AGM for re-appointment of these Independent Directors for the
residual term of four years.

The Secretarial Auditors'''' Report is enclosed to the Board’s report, which forms part of this Integrated Annual Report.

CHIEF FINANCIAL OFFICER

In accordance with the Rules, Mr.G.Nandhivarman from Chennai has been appointed as Chief Finance Officer of the
Company during the Financial Year 2014-15. He continues as Chief Financial Officer. Mr.Nandhivarman is experienced and
adequately qualified to look after the financial affairs of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error-reporting
mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company''s operations in future.

ANNUALRETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available on Company’s website.
SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.
POLICIES

Various policies adopted by the Company on Dividend , Directors Appointment and Remuneration, Independent Director,
Whistle blower, materiality of events etc. are available on the website of the company.

INTERNAL AUDITORS

To comply with the Regulatory requirements, Mr.Vijaya Sujanakar, Management Consultants, having his office at VGN
Dynasty, Flat No.E-216, Melpakkam, Chennai - 600077 was appointed an Internal Auditor of the Company from Financial

Year 2017-18. Audit Committee has noted that Mr.A.Vijaya Sujanakar is a person with extensive experience in Accounting,
Taxation and Internal Audit matters. He has agreed to continue as an Internal Auditor of the company for the financial year
2024-25 also.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

There are no particulars which are required to be furnished pursuant to Section 134 of the Companies Act, 2013 as the
production activities of the Company remained suspended during the year under review. The company has neither earned nor
utilized any foreign exchange during the year under review.

LISTING OF SHARES

The shares of the Company are listed with BSE Ltd., Mumbai. Jaipur Stock Exchange Ltd., Jaipur and Delhi Stock Exchange
Assn.Ltd., Delhi have been derecognized by SEBI. Stock Exchange Regulations are complied with from time to time. Demat
facilities are available with NSDLand CDSL. INE Number is INE709D01012 for CDSLand NSDL.

COMPULSORY DEMAT OF SHARES

As per SEBI/BSE directive no Shares of your company can be transferred in physical form. Therefore, Shareholders are
requested to Demat their holdings without delay.

KYC UPDATION / INFORMATION

As per SEBI directive all shareholders may update with the company/Registrars their Aadhar Number, PAN Number and Bank
Account Details.

REGISTRARS AND SHARE TRANSFER AGENT

M/s.LinkIntime India Pvt. Ltd, Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New
Delhi-110058, Phone: [phone]| Extn-7106, Fax: [phone] continue to be Company’s Registrar and Share
Transfer Agents. All Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

A detailed report on Corporate Governance is annexed hereto and forms an integral part of this Report
PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company has no woman employee as of now as the company is on the lookout for new projects. The company will have
adequate mechanism as laid down under the Rules for prevention and prohibition of sexual harassment of women as and
when it employs women.

MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provision of Reg.34 of the SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015, the
Management’s discussion and analysis is set out in this Annual Report and forms an integral part of this Report.

INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the relevant Provisions of the Companies’ Act, 2013, all unclaimed/unpaid dividends are required to be transferred
by the company to IEPF established by the Govt. of India after the completion of seven years. Since your company has not
declared any dividends over the last 20 years, there are no funds to be transferred to the IEPF.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee
under section 143(12) of the Companies’ Act, 2013, any instance of fraud committed against the Company by its Officers or
Employees.

VIGIL MECHANISM

The company has implemented Whistle Blower policy to enhance the vigil mechanism as envisaged in the Companies act,
2013, and the Rules prescribed under the (SEBI LO &DR) Reg. 2015 with a view to enable the Directors, employees and all
stake holders of the company to report their genuine concerns without fear of victimization and to have direct access to
Chairman of the Audit Committee.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation
of its own performance, as well as the evaluation of the working of its Audit and Nomination & Remuneration respectively. A
separate exercise was carried out to evaluate the performance of individual Directors. The Chairman of the Board of Directors
and the Chairman of Nomination & Remuneration Committee met all the Directors to get an overview of the functioning of the
Board and its constituents interalia on the following broad criteria i.e. attendance and level of participation, independence of
judgment exercised by Independent Directors, interpersonal relationship, composition of the Board & committees, experience
& competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, governance issues
etc.

The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board
and its Committees.

GREEN INITIATIVES

Electronic copies of Annual Report 2023-24 and the Notice of the 34th AGM are sent to all the Members whose email IDs are
registered with the Company/Depository Participants. Pursuant to guidelines and regulations, Annual report is being to all
shareholders in soft copy only. However, physical copies will be forwarded to all those shareholders who make a request for
the same. Those who have not registered their email IDs, may please do so at the earliest.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies’ Act, 2013, the Directors hereby confirm that while preparing the Annual
Financial statements the Company has adhered to the following:-

1. In the preparation of the said financial statements the company has followed the applicable standards, referred to in
Section 133 of the Companies’ Act, 2013.

2. The Company has followed the said Accounting Standards and has been applying them consistently and has made
judgment and estimates that are reasonable, prudent and are in the interest of the company’s business, so as to give a true
and fair view of the state of affairs of the company as at 31st March, 2024 and the Profit/Loss of the Company for the said
period.

3. The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance
with the provisions of the Companies’ Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

4. The Directors have prepared the financial statements on a going concern basis.

5. The Directors have laid down internal financial controls which are adequate and are operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such
systems are adequate and operating effectively.

By Order of the Board of Directors
Sd/-

(KRANTHI KUMAR CHIMAKURTHI)

Place: Chennai Chairman

Date: 22nd August, 2024

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their Twenty fifth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March, 2015 are as follows:-

Rupees in Lacs

2014-2015 2013-14

Total Income 39.76 23.23

Profit before Interest & Depreciation 0.11 3.92

Interest: - -

Depreciation: 0.01 (-) 0.01 0.01 (-) 0.01

Profit before tax 0.10 3.91

Less: Tax Expenses 0.03 2.20

Profit for the Year 0.07 1.71

TDS receivables (-) adjusted against P&LA/c (-) 7.38

Balance Loss (-) brought forward from previous(-) 200.30 (-) 202.01 year

Balance carried to Balance Sheet (Loss) (-) 207.62 (-) 200.30

Keeping in view the accumulated losses and the negligible profits, the directors are unable to recommend payment of any dividend for the year under review.

OPERATIONS

Commercial operations of the company has just resumed on an experimental basis during the year under review. The new management has identified Packaging Business as a new area. The new management has the expertise and experience to run this type of business. In order to enable the Company to undertake businesses as above, it is proposed to amend the Main Objects Clause of the Memorandum of Association by adding the new objects.

The Company is proposing a Postal Ballot seeking the Shareholders approval by way of Special Resolution to alter the Objects Clause of the Memorandum of Association so as to do the proposed Packaging business Postal Ballot Notice is being issued to the shareholders separately.

Your Company will comply with the provisions of the Companies' Act, 2013 and directions of the stock exchanges/SEBI/other Government authorities in connection with the alteration of the Objects clause of the Memorandum of Association.

POSTAL BALLOT

The Company is proposing a Postal Ballot seeking the Shareholders approval by way of Special Resolutions to alter the Objects Clause of the Memorandum of Association so as to do the proposed Packaging business and to make loans in excess of the limit laid down under Section 186 of the Companies'Act, 2013 but limited to a maximum of amount of Rs.230.00 Lacs. Postal Ballot Notice is being issued to the shareholders separately.

DIRECTORS

Shri Radesh Rangarajan , Director retires by rotation and is eligible for re-election. The Term of Shri Pavan Kumar Matli, Whole Time Director, expired on 30th June, 2015. The Board has approved his re-appointment as Whole Time Director for a further period of five years with effect from 1st July, 2015. The Board has also appointed Dr.Vemareddy Srutha Keerthi as Director with effect from 25th March, 2015 so as to comply with the SEBI directive which states that every listed company should have a Woman Director on its Board. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Dr.Vemareddy Srutha Keerthi as a Director who is liable to retire by rotation with requisite security deposit. The Board recommends re-appointment of all these three directors.

BOARD MEETINGS

During the Financial Year ended 31.3.2015, Board Meetings held on 2.4.2014, 26.5.2014, 4.8.2014, 5.8.2014, 28.9.2014,5.11.2014,11.2.2015 and 25.3.2015.

Your Company has a policy of appointing adequately qualified persons only to the Board keeping in view the requirements of listing agreement with the stock exchanges and the Corporate Governance guidelines.

INDEPENDENT DIRECTORS

Shri V.Shankar and Shri Nirmal Kumar Dash, independent directors on the board of the Company , have furnished a declaration to the company under Section 149(7) of the Companies Act, 2013 saying that they meet the criteria of independent director as laid down under Section 149(6) ofthe Companies'Act, 2013.

They have been appointed fora period of five years and are not liable to retire by rotation.

LOAN

The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem Enterprises Pvt Ltd., Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. Diadem Enterprises Pvt.Ltd. are the manufacturers of multi coloured labels for various products.

CORPORATE SOCIAL RESPONSIBILITY

The Company is fully aware of its corporate social responsibility. Your company is not presently involved in any manufacturing actitvity . As it is involved in trading activities in a limited way right now, it has very limited employees. When it expands its operations it will earmark a part of its revenue for social initiatives in and around the area of its operations.

RISK MANAGEMENT POLICY

The Company will have a risk management policy as and when it restarts its trading/manufacturing operations. Company's risk will be covered adequately by insurance policies in the long term.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits during the period under review.

STATUTORY AUDITORS

M/s. Prasan Associates, Chartered Accountants, Chennai continues as Statutory Auditors ofthe company from the conclusion ofthe 24th AGM until the conclusion of the27th Annual General Meeting to be held in Sept., 2017. The Board has proposed the ratification of appointment of M/s.Prasan Associates as Auditors from the conclusion of this AGM until the conclusion ofthe next AGM to be held in Sept.2016 by the Shareholders.

SECERETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (appointment appointment of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed M/s. C. B. Mishra & Associates, a firm of Practising Company Secretaries in Practice, to undertake the Secretarial Audit ofthe Company for the Financial Year ended on 31 st march, 2015. The Secretarial Audit Report in the Prescribed Form No. MR - 3, is annexed as Annexure 'D'.

M/s. C. B. Mishra &Associates, in their Audit report dated 5th August, 2015 for the Financial year 2014-15 have stated that the necessary compliance for alteration of Main Object was not carried out during the Audit Period. The Directors are ofthe view that when ever the Company finalise the diversification ofthe business activities, the alteration of the Main Object Clause ofthe Memorandum will be carried out through Potal Ballot.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 197(12) ofthe Companies'Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

There are no particulars which are required to be furnished pursuant to Section 134 of the Companies Act, 2013 as the production activities of the Company remained suspended during the year under review. The company has neither earned nor utilized any foreign exchange during the year under review.

LISTING OF SHARES

The shares of the Company are listed with BSE Ltd., Mumbai, Jaipur Stock Exchange Ltd., Jaipur and Delhi Stock Exchange Assn.Ltd., Delhi. Jaipur and Delhi Stock Exchanges have been derecognized by SEBI. Stock Exchange Regulations are complied with from time to time. Demat facilities are available with NSDL and CDSL. INE Number is INE709D01012forCDSLand NSDL

REGISTRARS AND SHARE TRANSFERAGENT.

M/s.Link Intime India Pvt.Ltd., 44 Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi 110028 continue to be Company's Registrar and Share Transfer Agents. All Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

Adetailed report on Corporate Governanace is annexed hereto and forms an integral part of this Report.

As per Clause 49 of the Listing Agreement, the Company has constituted the following committees:-

CONSTITUTION OF VARIOUS COMMITTEES

Various Committees ofthe Board have been constituted so as to comply with the latest Regulations. Mr E.D.M.Menon, Compliance Officer, functions as the Secretary of all Committees.

Stake Holders Grievances Committee

Shri Radesh Rangarajan, Director continues as Chairman and Shri V.Shankar continues as Member of Stake Holders Grievances Committee. Meeting of Stakeholders Grienvances Committee are being held at regular intervals to sort out all kinds of grievances of stake holders.

Remuneration Committee

Shri Nirmal Kumar Dash is the Chairman and Shri V.Shankar continues as Member. The Committee will hold meeting as and when required to review the remuneration of Directors and Executive.

Audit Committee

Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash is the Member of the Audit Committee. The duties, responsibilities and powers ofthe committee has been defined by the Board at the time of its constitution in accordance with the listing guidelines. A separate report on corporate governance forms part of this Annual Report.

Prevention and Prohibition of Sexual Harassment of Women at Work Place

Your Company has no woman employee as of now as the company is on the look out for new projects. The company will have adequate mechanism as laid down under the Rules for prevention and prohibition of sexual harassment of women as and when it employs women.

MANAGEMENT'S DISCUSSION ANDANALYSIS

Management's discussion and analysis in compliance with Clause 49 ofthe Listing Agreement is attached and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

While preparing the Annual Financial statements the Company has adhered to the following:-

1. In the preparation ofthe said financial statements the company has followed the applicable standards, referred to in Section 133 ofthe Companies'Act, 2013.

2. The Company has followed the said Accounting Standards and has been applying them consistently and has made judgement and estimates that are reasonable, prudent and are in the interest of the company's business, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and the Profit/Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Companies'Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the financial statements on a going concern basis.

5. The Directors have laid down internal financial controls which are adequate and are operating effectively.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

By Order of the Board of Directors

Sd/- Sd/- Place: Chennai Radesh Rangarajan Pavan Kumar Matli Date: 5th August, 2015 Director Whole Time Director

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Mar 31, 2010

The Directors take pleasure in presenting their Twentieth Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended 31st March 2010 are as follows;-

(Rupees in Lacs) (Rupees in Lacs)

2008-2009 2009-2010

Total Income 22.33 23.46

Profit(+) Loss(-) before (+)8.26 (+) 15.39

Interest & Depreciation

Interest: 0.10 0.08

Depreciation: 0.10 (-)0.20 0.10 (-)0.18

Profit (+)Loss(-) for

the year 8.06 15.21

Less: Fringe Benefit Tax: (-)0.01 0.06

Profit (Loss) after Tax 8.05 15.15

Balance Loss(-) brought

forward

from previous year (-)261.94 (-)253.89

Balance carried to Balance

Sheet (Loss) (253.89) (238.74)

The relevant notes on the Account of the Company referred to in the Auditors Report are self-explanatory.

DIVIDEND

Keeping in view the accumulated losses, the directors are unable to recommend payment of any dividend for the year under review.

OPERATIONS

Commercial operations of the Company remained suspended during the year under review. After take over by new management, the company is exploring new avenues of growth.

TAKEOVER

Your Company has been taken over M/s Serengeti Holdings Pvt. Ltd., 16/3, Vidyodaya First Cross Street, T. Nagar, Chennai-600 017, a Chennai based Company by acquisition of 10,68,780 Equity Shares from the Promoters and 1,06,900 Equity Shares from Public through open offer aggregating to 1175680 Equity Shares.

DIRECTORS

The Board has appointed Shri Pavan Kumar Reddy as whole time Director for a period of Five years w.e.f. 1/7/2010 in the Board Meeting held on 26/7/2010 subject to approval of shareholders in the AGM.

Shri Radesh Rangarajan retires by rotation and is eligible for re-election.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits during the period under review.

AUDITORS

M/s Vikram Kumar & Co., Chartered Accountants, Patna retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

REGD. OFFICE

As the shareholders are aware, subsequent to the approval of shareholders by Postal Ballot, amendment to the Registered Office clause of the Memorandum & Articles of Association of the Company has been confirmed by the Honble Company Law Board, Northern Region Bench vide its order dated 15/4/2010. Accordingly, the Regd. Office of the company has been shifted from Bhiwadi, Distt. Alwar, Rajasthan to No.792/5, Eswari Hotel Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram District, Pincode - 602106, Tamilnadu.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 217 (2A) of the Companies Act (Particulars of Employees) Rules 1975.

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

There are no particulars which are required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as the production activities of the Company remained suspended since April 1997. The Company has neither earned nor utilized any foreign exchange during the year under review.

LISTING OF SHARES

At present the shares of the Company are listed with Bombay Stock Exchange Ltd., Mumbai, Jaipur Stock Exchange Ltd., Jaipur, Magadh Stock Exchange Assn. Ltd., Patna and Delhi Stock Exchange Ltd., New Delhi. The Company intends to delist the Shares from all exchanges except Bombay Stock Exchange. Stock Exchange Regulations are complied with from time to time.

REGISTRAR & SHARE TRANSFER AGENT

M/s Link Intime India Pvt. Ltd., A-40, 2nd Floor, Naraina Industrial Area, Phase-ll, Near Batra Banquet Hall, New Delhi -110028 continue to be Companys Registrar & Share Transfer Agents. All the Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, Company has constituted the following committees:-

Shareholders grievances committee

Shri Radesh Rangarajan, Director is the Chairman and Shri Pavan Kumar Reddy is member of the committee. Meeting of the Shareholders Grievances Committee are being held at regular intervals to sort out all kinds of grievances of investors.

Remuneration Committee

Shri Pavan Kumar Reddy, Director is the Chairman and Shri Nirmal Kumar Dash, Director is the Member of the Committee. The Committee is holding regular meetings to review the remuneration of Directors and executives.

Audit Committee

Shri Radesh Rangarajan is the Chairman and Shri Nirmal Kumar Dash is the member of the Committee. The duties, responsibilities and powers of the committee has been defined by the board at the time of its constitution in accordance with listing Guidelines. A separate report on corporate governance forms part of this Annual Report.

Managements Discussion and analysis

Managements discussion and analysis in compliance with Clause 49 of the Listing Agreement is attached and forms part of this report.

DIRECTORS RESPONSIBILTY STATEMENT

While preparing the Annual Financial statements the Company has adhered to the following:-

1. I n the preparation of the said financial statements the Company has followed the applicable accounting standards, referred to in Section 211 (3-c) of the Companies Act 1956.

2. The Company has followed the said Accounting Standards and has been applying them consistently and has made judgment and estimates that are reasonable, prudent and are in the interest of the companys business, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit/Loss of the Company, for the said period.

3. 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.

4. The Directors have prepared the financial statements on a going concern basis.

OBSERVATION OF THE AUDITORS IN THE ANNUAL ACCOUNTS

The Auditors have made no comments in their Report.

By order of the Board of Directors

Sd/- Sd/-

Place: Chennai (RADESH RANGARAJAN) (PAVAN KUMAR REDDY)

Date : 10/8/2010 Director Director