Directors Report of Asia Pack Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the report of the business and operations of your Company ("the
Company" or "APL"), along with the audited financial statements, for the financial year ended March 31, 2024 in
compliance with the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) 2015.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial results for the year ended 31^st March, 2024 and the corresponding figures for the last year are as under:

(Amount in RuDees''

Particulars	Current Financial Year 2023-24	Previous Financial Year 2022-23
Revenue from Operations	8,35,168	5,20,000
Other Income	88,74,659	66,70,868
Profit/ (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense	54,49,595	32,42,799
Less: Depreciation/ Amortisation/ Impairment	5,30,549	5,30,549
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense	49,19,046	27,12,250
Less: Finance Costs	-	-
Profit / (Loss) before Exceptional items and Tax Expense	49,19,046	27,12,250
Add / (less): Exceptional items	-	-
Profit / (Loss) before Tax Expense	49,19,046	27,12,250
Less: Tax Expense (Current & Deferred)	12,33,001	6,00,496
Profit / (Loss) for the year (1)	36,86,045	21,11,754
Other Comprehensive Income / (Loss) (2)	14,40,62,517	(2,160)
Total (1 2)	14,77,48,562	21,09,594
Balance carried forward	14,77,48,562	21,09,594

2. AMOUNT TRANSFER TO RESERVE:

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under
review.

3. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in
view financial position of the Company, has decided that it would be prudent, not to recommend any Dividend for
the year under review.

4. CORPORATE OVERVIEW AND THE STATE OF THE COMPANY''S AFFAIRS:

The Company is presently engaged in real estate business. The Company has substantial revenue from Rental of
Properties and Interest during the year. The company''s total income of Rs. 97,09,827/- in current year as compare
to previous year Rs. 71,90,868/-. Profit after tax for the year ended was Rs. 36,86,045/- as compared to Rs.
21,11,754/- in the previous year.

5. CHANGES IN THE NATURE OF BUSINESS:

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

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

There have been no material changes and commitments, which affect the financial position of the Company, that
have occurred between the end of the financial year to which the financial statements relate and the date of this
report.

7. SHARE CAPITAL:

The paid-up equity share capital of the company as at March 31, 2024 stood at Rs. 2,63,74,200/- (Rupees Two Crore
Sixty Three Lakh Seventy Four Thousand Two Hundred Only) divided into 26,37,420 (Twenty Six Lakh Thirty Seven
Thousand Four hundred Twenty) equity shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any
stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.

a) Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares:

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

e) Issue of debentures, bonds or any non-convertible securities:

The Company has not issued debentures, bonds or any non-convertible securities during the year under review.

f) Issue of warrants:

The Company has not issued warrants during the year under review.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there were no funds lying / remains unpaid or unclaimed for a period of seven years, the provisions of Section
125 (2) of the Companies Act, 2013 do not apply.

9. DETAIL OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, WHO WERE APPOINTED AND RESIGNED DURING
THE YEAR:

The Board of Directors of your Company as on date of this report comprises of four directors, of which one (1) is an
Executive Director and Chief Financial Officer and Two (2) are Additional Independent Directors. Rest of the One (1)
director is Non-Executive & Non-Independent Director. In accordance with the provisions of Section 152 of
Companies Act, 2013 Mr. Pushpendra Jain, retires by rotation and being eligible, offer his candidature for re¬
appointment as Director of the company at the ensuing Annual General Meeting. The Board recommends his re¬
appointment.

Further, during the year under review and till the date of this report, there were following changes in composition
of Board of Directors and Key Managerial Personnel of the Company:

a. Based on the recommendation of Nomination and Remuneration Committee, Mr. Kapil Paliwal (DIN:
09841586) was appointed as an Additional Non - Executive Independent Director of the Company w.e.f.
09^th November, 2023.

b. Mr. Sunil Upadhyay (DIN: 06767593) resigned from the office of the Non - Executive Independent Director
of the Company w.e.f. 15^th November, 2023 citing preoccupation and personal & unavoidable
circumstances.

c. Based on the recommendation of Nomination and Remuneration Committee, Mrs. Jyotsana Vishnu Joshi
(DIN: 06947640) was appointed as an Additional Non - Executive Independent Director of the Company
w.e.f. 23^rd March, 2024.

d. Mrs. Prabhjeet Kaur (DIN: 07136767) resigned from the office of the Independent Director of the Company
w.e.f. 20^th April, 2024 citing preoccupation and personal & unavoidable circumstances.

Independent Directors resigned during the year has confirmed that there are no reasons for their resignation other
than those provided in resignation letter. The Board places on record its sincere appreciation for his contributions
and extends gratitude to Mr. Sunil Upadhyay and Mrs. Prabhjeet Kaur for their invaluable service as an
Independent Director on the Board.

Mr. Kapil Paliwal (DIN: 09841586) and Mrs. Jyotsana Vishnu Joshi (DIN: 06947640) shall hold office as Additional
Director Upto the date of this AGM and is eligible for appointment as an Independent Director. Further, the
appointment of Mr. Kapil Paliwal and Mrs. Jyotsana Vishnu Joshi as an Independent Director is subject to
approval of the Shareholders at the ensuing Annual General Meeting.

Brief resume of directors seeking appointment / re-appointment along with other details as stipulated under
Secretarial Standard 2 and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is separately disclosed in the Notice and form an
integral part of this report.

Further, details of Key Managerial Personnel are as under

Sl. No.	Name	Designation
1	Mr. Pushpendra Jain	Chief Financial Officer (CFO)
2	Mr. Jitendra Purohit	Chief Executive Officer (CEO)
3	Mr. Lakshit Samar	Company Secretary (CS) and Compliance Officer

10. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors of Company have given confirmation/ declaration to
the Board that they meet with the criteria of Independence and are Independent in terms of Section 149 (6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

They have further confirmed that they are not aware of any circumstances or situations which exist or may be
reasonably anticipated that could impair or impact their ability to discharge their duties and that they are
independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013 and also they have registered themselves with the Independent Director''s Database
maintained by the Indian Institute of Corporate Affairs. Further, the Board has taken on record the said declarations
after undertaking due assessment of the veracity of the same.

11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR:

The Board of Directors have taken on record the declarations and confirmations submitted by the Independent
Directors and is of the opinion that they are persons of integrity and possess relevant expertise and experience and
their association will be of immense benefit and in the best interest of the Company. With regard to proficiency of
the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute,
as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted
by Independent Directors that they have complied with the applicable laws.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

As stipulated by Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and SEBI Listing Regulations,
the Company familiarises its Independent Directors on their roles, rights, responsibilities, nature of the industry in
which the Company operates, business model of the Company, etc. They are proactively provided with relevant
news, views and updates on the Company. All the information/documents, if any sought by them are also shared
with them for enabling a good understanding of the Company.

13. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, in accordance with the provisions of Schedule IV (Code of Independent Director) of
the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Independent Directors of the Company had a separate meeting on 08^th November, 2023 without the attendance of
Non-Independent Directors and members of the management, following matters were, inter alia, discussed in the
meeting:

• Review and evaluation of performance of the non-independent Director and the board as whole.

• Review and evaluation of the performance of the chairperson of the Company, taking into account views of the
Executive Director and Non-Executive Directors.

• Assess the quality, quantity and timeliness of the flow of the information between the Company management
and the board that is necessary for the board to effectively and reasonably perform the duties.

All Independent Directors of the Company were present at the said Meeting.

14. BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from
other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the
Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and
to ensure meaningful participation in the Meetings.

Total Six (06) Board Meetings were held during the year under review after due compliance the provisions of Section
173 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Further, details of attendance of Directors at the Board Meetings during the financial year 2023-2024 and at the last
Annual General Meeting held on September 30, 2023 are given below:

Date of Board	Attendance of Board Meetings / Meetings Attended
Meetings	Mr. Prakash Chandra Purohit	Mr. Pushpendra Jain	Mrs. Prabhjeet Kaur	Mr. Sunil Upadhyay	Mr. Kapil Paliwal	Mrs. Jyotsana Vishnu Joshi
01-April-2023	Attended	Attended	Attended	Attended	N.A.	N.A.
30-May-2023	Attended	Attended	Attended	Attended	N.A.	N.A.
14-Aug-2023	Attended	Attended	Attended	Attended	N.A.	N.A.
09-Nov-2023	Attended	Attended	Attended	Attended	N.A.	N.A.
13-Feb-2024	Attended	Attended	Attended	N.A.	Attended	N.A.
23-Mar-2024	Attended	Attended	Attended	N.A.	Attended	N.A.

The attendance of the Directors in the 38^th Annual General Meeting of the Company is given below:

Date of Annual General Meeting	Attendance of Directors in the Annual General Meeting of the Company
	Mr. Prakash Chandra Purohit	Mr. Pushpendra Jain	Mr. Sunil Upadhyay	Mrs. Prabhjeet Kaur	Mr. Kapil Paliwal	Mrs. Jyotsana Vishnu Joshi
30-Sept-2023	Attended	Attended	Attended	Attended	N.A.	N.A.

? N.A. Not Applicable

? Mr. Kapil Paliwal was appointed w.e.f. 09^th November, 2023.

? Mr. Sunil Upadhyay resigned w.e.f. 15^th November, 2023.

? Mrs. Jyotsana Vishnu Joshi was appointed w.e.f. 23^rd March, 2024.

15. COMMITTEES OF THE BOARD:

Your Board informs that as per the requirement of applicable provision of the Companies Act, 2013 and Rules made
thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company have
Constituted following Committee(s) with the optimum combination of Directors:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

1. Audit Committee:

Your Board informed that as per the requirement of applicable provision of the Companies Act, 2013 and Rules made
thereunder read with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company have
Constituted Audit Committee with optimum combination of Directors as members following are the details of the
Audit Committee of the Company:

(A) Composition of the Committee:

At present, the Audit Committee compromises of the following:

S. No.	Name of Person	Category	Designation in Committee
1.	Mrs. Jyotsana Vishnu Joshi	Non-Executive Independent Director	Chairperson
2.	Mr. Prakash Chandra Purohit	Non- Executive professional Director	Member
3.	Mr. Kapil Paliwal	Non-Executive Independent Director	Member

During the year under review and till the date of the Report, following changes were made in the composition of the
Audit Committee:

• Mr. Kapil Paliwal was appointed as member of the Committee w.e.f. 09^th November, 2023.

• Mr. Sunil Upadhyay ceased to be member of the Committee w.e.f. 15^th November, 2023 due to his resignation
from the office of Director of the Company.

• Mrs. Jyotsana Vishnu Joshi was appointed as Chairperson of the Committee w.e.f. 23^rd March, 2024.

• Mrs. Prabhjeet Kaur ceased to be member of the Committee w.e.f. 20^th April, 2024 due to her resignation from
the office of Director of the Company.

(B) Particulars of the meetings and attendance of the members during the year are as follows:

Total Six (6) Audit Committee Meetings were held during the year under reviews and the gap between two meetings
did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings.

Disclosure as required by Secretarial Standard 1 (SS-1) related to dates of Meetings held during the financial year
and number of Meetings attended by each Director are given below:

Date of Meetings	Attendance in the Meeting(s) held during the year 2023-24
	Mr. Prakash Chandra Purohit	Mr. Sunil Upadhyay	Mrs. Prabhjeet Kaur	Mr. Kapil Paliwal	Mr. Jyotsana Vishnu Joshi
01.04.2023	Yes	Yes	Yes	N.A.	N.A.
30.05.2023	Yes	Yes	Yes	N.A.	N.A.
14.08.2022	Yes	Yes	Yes	N.A.	N.A.
09.11.2023	Yes	Yes	Yes	N.A.	N.A.
13.02.2024	Yes	N.A.	Yes	Yes	N.A.
23.03.2024	Yes	N.A.	Yes	Yes	N.A.

Further, the Company Secretary and Compliance Officer of the Company attends the Audit Committee meetings and
act as the secretary to the Committee and advices on compliances with applicable laws and governance.

2. Nomination and Remuneration Committee:

The nomination and remuneration committee of the Company is constituted in line with the provisions of Section
178 of the Companies Act, 2013 read with applicable Regulations of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

(A) Composition of the Committee:

At present, the Nomination and Remuneration Committee compromises of the following:

Sr. No.	Name of Person	Category	Designation in Committee
1.	Mr. Kapil Paliwal	Non-Executive Independent Director	Chairperson
2.	Mr. Prakash Chandra Purohit	Non- Executive professional Director	Member
3.	Mrs. Jyotsana Vishnu Joshi	Non-Executive Independent Director	Member

During the year under review and till the date of the Report, following changes were made in the composition of the
Nomination and Remuneration Committee:

• Mr. Kapil Paliwal was appointed as Chairperson of the Committee w.e.f. 09^th November, 2023.

• Mr. Sunil Upadhyay ceased to be member of the Committee w.e.f. 15^th November, 2023 due to his resignation
from the office of Director of the Company.

• Mrs. Jyotsana Vishnu Joshi was appointed as member of the Committee w.e.f. 23^rd March, 2024.

• Mrs. Prabhjeet Kaur ceased to be Member of the Committee w.e.f. 20^th April, 2024 due to her resignation from
the office of Director of the Company.

(B) Particulars of the meetings and attendance of the members during the year are as follows:

Total Three (03) Nomination and Remuneration Committee Meetings was held during the year. Disclosure as
required by secretarial standard 1 (SS-1) related to dates of Meetings held during the financial year and number of
Meetings attended by each Director are given below:

Date of Meeting(s)	Attendance in the Meeting(s) held during the year 2023-24
	Mr. Sunil Upadhyay	Mrs. Prabhjeet Kaur	Mr. Prakash Chandra Purohit	Mr. Kapil Paliwal	Mr. Jyotsana Vishnu Joshi
14.08.2023	Yes	Yes	Yes	N.A.	N.A.
09.11.2023	Yes	Yes	Yes	N.A.	N.A.
23.03.2024	N.A.	Yes	Yes	Yes	N.A.

Further, the Company Secretary and Compliance Officer of the Company attends the Nomination and Remuneration
Committee meetings and acts as the secretary to the Committee and advices on compliances with applicable laws
and governance.

3. Stakeholders Relationship Committee:

In compliance with the provisions of Section 178 of the Companies Act, 2013 & Regulation 20 of the listing
regulations, the Board has constituted the Stakeholders Relationship Committee. The Stakeholders Relationship
Committee considers and resolves the grievances of the security holders of the Company including but not limited
to complaints related to transfer of shares non-receipt of annual report and non-receipts of dividend, if any.

(A) Composition of the Committee:

At present, the Nomination and Remuneration Committee compromises of the following:

S. No.	Name of Person	Category	Designation in Committee
1.	Mr. Prakash Chandra Purohit	Non- Executive professional Director	Chairperson
2.	Mr. Kapil Paliwal	Non-Executive Independent Director	Member
3.	Mrs. Jyotsana Vishnu Joshi	Non-Executive Independent Director	Member

During the year under review and till the date of the Report, following changes were made in the composition of the
Stakeholders Relationship Committee:

• Mr. Kapil Paliwal was appointed as member of the Committee w.e.f. 09^th November, 2023.

• Mr. Sunil Upadhyay ceased to be member of the Committee w.e.f. 15^th November, 2023 due to his resignation
from the office of Director of the Company.

• Mrs. Jyotsana Vishnu Joshi was appointed as member of the Committee w.e.f. 23^rd March, 2024.

• Mrs. Prabhjeet Kaur ceased to be Member of the Committee w.e.f. 20^th April, 2024 due to her resignation from
the office of Director of the Company.

(B) Particulars of the Meetings and Attendance of the Members during the Year are as Follows:

Total One (01) Stakeholders Relationship Committee Meetings were held during the year. Disclosure as required by
secretarial standard 1 (SS-1) related to dates of Meetings held during the financial year and number of Meetings
attended by each Director are given below:

Date of Meeting(s)	Attendance in the Meeting(s) held during the year 2023-24
	Mr. Prakash Chandra Purohit	Mrs. Prabhjeet Kaur	Mr. Sunil Upadhyay	Mr. Kapil Paliwal	Mr. Jyotsana Vishnu Joshi
30.05.2023	Yes	Yes	Yes	N.A.	N.A.

The Company has a designated e-mail id [e-mail] for the purpose of registering complaints by
shareholders/ investors/ security holders electronically.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out
an annual evaluation of its own performance, performance of its directors individually and the committees of the
Board and the same is reviewed by the Nomination and Remuneration Committee.

Evaluation:

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to
the provisions of the Act and the SEBI Listing Regulations.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.);

• Governance and compliance;

• Structure, composition and role clarity of the Board and Committees;

• Independence of the Committee from the Board and contributions to decisions of the Board;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics;

• Quality of relationship between Board Members and the Management;

• Receipt of regular inputs and information;

• Conduct as per Group''s values & beliefs;

• Preparation & contribution at Board meetings;

• Grievance Redressal for Investors;

• Leadership and Initiative, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board
as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and
other Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained, your Directors
make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013.

Your Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting
standards 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
as at March 31, 2024 and of the profit / loss of the Company for the year ended on that date;

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 Company had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating efficiently.

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

18. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a
separate section, forming part of the Annual Report as Annexure-1.

19. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the
Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company
has also implemented several best governance practices.

As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17, 17A, 18,

19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C,
D and E of Schedule V shall not apply, in respect of:

a. listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding
rupees twenty five crore, as on the last day of the previous financial year.

b. listed entity which has listed its specified securities on the SME Exchange.

In this connection, we wish to submit that Asia Pack Limited ("the Company") falls in the ambit of exemption
provided in aforesaid clause (a); hence compliance with the Corporate Governance provisions specified in aforesaid
Regulations shall not be applicable to the Company. Therefore the Corporate Governance Report is not forming part
of the Board Report. Further, in line with the same the Company files time to time Corporate Governance Non¬
applicability Certificate in the format specified by SEBI from time to time with the BSE.

20. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including the adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures. The audit committee of the Board of Directors and the internal auditors reviews the adequacy
and effectiveness of the internal control system and suggest the improvements to strengthen the same. During the
period under review, such controls were tested and no reportable weakness in their working has been discovered.

For Report on the Internal Financial Controls under clause (i) of sub-section 3 of Section 143 of the Company Act,
2013, members may refer to Annexure B to the Independent Auditor''s Report, on the financial statements of the
Company which forms part of this Annual Report.

21. DETAILS OF FRAUD REPORT BY AUDITOR:

During the financial year 2023-24, the Auditors has not reported any matter under Section 143 (12) of the Companies
Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company as on 31^st March, 2024. Further no
company become or ceased as subsidiary, joint ventures or associate company during the year under review.

23. DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 read with rules made there under and as such, no amount on account of principal or interest
on deposits was outstanding as on the date of the balance sheet.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review the Company has extended / continue to provide existing Corporate Guarantee(s) of
an aggregate amount of Rs. 7.14 Crores to Saraswat Co-Operative Bank Limited to also secure the additional credit
facilities obtained / availed by Miraj Entertainment Limited, a promoter group Company as per SEBI (Listing
Obligations and Disclosure Requirements) 2015. Further, details of loans, guarantees and investments, if any,
covered under the provisions of section 186 of the Companies Act, 2013 form part of the notes to Financial
Statements provided in this Annual Report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the transactions / contracts / arrangements of the nature as specified in Section 188(1) of the Companies Act,
2013 entered by the Company during the year under review with related party (ies) are in the ordinary course of
business and on arm''s length basis. There are no material significant related party transactions made by the
Company with Promoters, Directors, or Key Managerial Personnel which may have a potential conflict with the
interest of the Company at large.

In view of the above, the requirement of giving particulars of contracts / arrangements / transactions made with
related parties, in Form AOC-2 are not applicable for the year under review.

26. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI (LODR) 2015,
Nomination and Remuneration Committee has formulated, and the Board has adopted the Company''s Nomination
and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors,
Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly
lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non¬
executive Directors (by way of sitting fees and commission if any), Key Managerial Personnel, Senior Management
and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications,
positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior
Management and performance evaluation which are considered by the Nomination and Remuneration Committee
and the Board of Directors whilst taking a decision on the potential candidates. The policy is available on the website
of the Company at http://www.asiapackltd.com/Index/InvestorsView/13.

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions
of section 135 (1) of the Companies Act, 2013, are not applicable to the Company.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

(i)	the steps taken or impact on conservation of energy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilising alternate	Not applicable, in view of comments in
	sources of energy	clause (i)
(iii)	the capital investment on energy conservation	Not applicable, in view of comments in
	equipments	clause (i)

(b) Technology absorption:

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	Nil

(c) Foreign exchange earnings and Outgo:

During the year, there was no foreign exchange outgo (actual outflows) and foreign exchange earned (actual
inflows).

29. RISK MANAGEMENT POLICY:

In pursuant to provision of Regulation 15 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Regulation 21 (5) is not applicable to our company; however, the
Company has its own procedure for identifying the various business risks and seeks to create transparency, minimize
adverse impact on the business objectives and enhance the Company''s competitive advantage. The risk
management system defines the risk management approach across the enterprise at various levels including
documentation and reporting.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected
fraud, or violation of the Company''s Code of Conduct. The Policy provides for systematic mechanism to report the
concerns and adequate safeguards against the victimization of employees and Directors, if any who avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee. The policy of the vigil
mechanism is available on the Company''s website at http://www.asiapackltd.com/Index/InvestorsView/13.

Audit Committee of your Company oversee the vigil mechanism, further during the year under review, no whistle
blower event was reported and mechanism is functioning well further no personnel have been denied access to the
Audit Committee.

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

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

32. AUDITORS:

STATUTORY AUDITORS:

The Members of the Company at their 37^th Annual General Meeting of the Company held on 27^th September,
2022 approved the appointment of M/s. Rakesh Ajmera & Associates, Chartered Accountants, [Firm Registration
No. 013433C] as the Statutory Auditors of the Company for a period of five years from the conclusion of 37^th
Annual General Meeting till the conclusion of 42^nd Annual General Meeting. The Report given by M/s. Rakesh
Ajmera & Associates, Chartered Accountants, [Firm Registration No. 013433C], on the financial statement of the
Company for the financial year 2023-24 is forming part of the Annual Report.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed Mr.
B. L. Harawat, Proprietor of M/s. B. L. Harawat & Associates, Practicing Company Secretary, (CoP No. 3326) as
the Secretarial Auditor for the Financial Year 2023-24, for auditing the secretarial and related records of the
Company. The Secretarial Audit Report is enclosed herewith as Annexure 2 to this Board''s Report. Further, the
Board of Directors has appointed Mr. B. L. Harawat, Proprietor of M/s. B. L. Harawat & Associates, Practicing
Company Secretary, (CoP No. 3326) as the Secretarial Auditor for the Financial Year 2024-25, for auditing the
secretarial and related records of the Company. The Company has received consent from Mr. B. L. Harawat,
Proprietor of M/s. B. L. Harawat & Associates, Practicing Company Secretary, (CoP No. 3326) to act as the
Secretarial Auditor for auditing the secretarial and related records of the Company for the financial year ending
31^st March, 2025.

INTERNAL AUDITOR:

During the year under review, on the basis of recommendation of the Audit Committee the Mr. Niilesh Kumar
Jain, (M. No.: 413903), Proprietor of M/s Jain Nilesh and Company was appointed as an Internal Auditor of the
Company to carry out the internal audit of the Company for the Financial year 2023-2024. Further, based on the
recommendation of the Audit Committee Mr. Niilesh Kumar Jain, (M. No.: 413903), Proprietor of M/s Jain Nilesh
and Company was appointed as an Internal Auditor of the Company for the Financial Year 2024-2025.

COST AUDITOR:

No Cost Auditor was appointed during the financial year as there is no statutory requirement imposed for
mandatorily according to the size and nature of the business.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Report is enclosed with
the financial statements in this Annual Report. The Secretarial Auditors'' Report does not contain any qualification,
reservation or adverse remark. The Secretarial Auditors'' Report is enclosed as Annexure-2 to the Board''s report in
this Annual Report.

34. COMPLIANCE WITH SECRETARIAL STANDARD:

During the year under review, in terms of Section 118(10) of the Companies Act, 2013, the Company has complied
with the provisions of the applicable Secretarial Standards issued by Institute of Companies Secretaries of India. The
Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

35. EXTRACT OF ANNUAL RETURN / WEB LINK / WEB ADDRESS OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 as provided under section 92(3) of the Companies Act,
2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration Rules) 2014 is
available on the Company''s website and can be accessed at http://www.asiapackltd.com/lndex/lnvestorsView/22.

36. COST RECORD:

The provision of Cost audit as per section 148 the Companies Act, 2013 doesn''t applicable on the Company.

37. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has zero tolerance on Sexual Harassment at workplace. 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.

38. PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees required under Section 197(12) of the Companies Act, 2013, read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in
a separate exhibit forming part of this report as per Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-3 attached thereto.

39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

During the year under review, the Business Responsibility Report is not applicable on your Company for the Financial
year ended 2024.

40. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE LISTED ENTITIES:

The Company ensures timely disclosure of all information required to be disclosed as per the provisions of the Listing
Regulations. During the Financial Year 2022-2023, a Corporate Guarantee(s) of an aggregate amount of Rs. 7.14
Crores was provided to Saraswat Co-Operative Bank Limited to secure the credit facilities obtained / availed by Miraj
Entertainment Limited, a promoter group Company and the same was reported to Stock Exchange as per SEBI (Listing
Obligations and Disclosure Requirements) 2015. Further during the year under review, the said Corporate Guarantee
was extended / continue to provide by the Company and was reported to Stock Exchange as per SEBI (Listing
Obligations and Disclosure Requirements) 2015.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year alongwith their status as at the end of the financial year is not applicable.

42. OTHER DISCLOSURES:

i. The requirement to disclose the details of difference between amount of the valuation done at the time of
onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along
with the reasons thereof, is not applicable.

ii. The Company has not made any provisions of money or has not provided any loan to its employees for
purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of
Companies Act, 2013 and Rules made thereunder.

iii. There was no occasion where the Board has not accepted any recommendation of the Audit Committee.

43. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the
employees of the Company. The Board of Directors would also like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, members and debenture holders during the year under review.

For and on behalf of Board of Directors
For Asia Pack Limited

Sd/- Sd/-

Name: Prakash Chandra Purohit Name: Pushpendra Jain

Designation: Director Designation: Director & CFO

DIN :01383197 DIN :03228950

Address: Village-Uper Ki Oden, Teh- Address: 8-9, Pragati Nagar,

Date: 14^th August, 2024 Nathdwara, Rajsamand, Rajasthan, Shobhagpura, Udaipur, Rajasthan,

Place: Nathdwara India , PIN-313301 India, PIN-313011

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Mar 31, 2014

Dear Members

The Directors present their Twenty Ninth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014. Since this report pertains to financial year that commenced prior to 1st April, 2014 the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April, 2014 issued by the Ministry of Corporate Affairs.

FINANCIAL HIGHLIGHTS: Rs. in Lacs

Particulars 2013-14 2012-13

Total Revenue 21.32 35.85

Total Expenditure 41.08 50.56

Profit/(Loss) before Tax and Extraordinary Items (19.76) (14.71)

Extraordinary Items 0.00 31.72

Profit/(Loss)before Tax (19.76) 17.01

Taxes (0.61) (0.47)

Profit/(Loss) carried to Balance Sheet (20.37) 16.54

Earnings per share (0.77) 0.63

OPERATIONS:

Due to adverse market condition, your company has declined the rental income from properties however generated income from interest on investments etc to the tune of Rs. 21.32 Lacs in compare to previous year Rs. 35.85 Lacs. The Company has decided to penetrate on its main business of paper and packaging business and till the first quarter your company has achieved revenue of Rs. 839 Laces. Company is trying hard to reduce it''s losses and increase the revenue.

DIVIDEND:

In view of losses in the year under review your directors do not recommend any dividend for the year ended 31st March 2014.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any Public Deposit in terms of provisions of Section 58A of the Companies Act, 1956.

During the year under review Mr. Niranjan Singh Puwar, Mr. Pradeep Garg and Mr. Anil Kumar Sankhlecha have resigned and Mr. Sunil Upadhyaya and Mr. Kulbir Singh Pasricha has been appointed as an additional director on the Board of Directors of the Company.

Mr. Revant Purbia and Mr. Prakash Chandra Purohit retire by rotation and being eligible, offer their candidature for re-appointment at the forthcoming Annual General Meeting.

Brief resume of the Director proposed to be appointed/re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of Board Committees, as stipulated under clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the annexure of Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

According to provision of section 217 (2AA) of the Companies Act, 1956; The Directors confirm that:

a) In preparation of Annual Accounts, the applicable accounting standards have been followed.

b) They 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 as at 31st March, 2014 and of the Loss of the Company for that period.

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

c) They have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees of the Company whether employed for the whole year or part thereof, was in receipt of a remuneration aggregating to in excess of limits specified under Section 217 (2A) of the Companies Act, 1956 read with companies (particulars of employee) rules 1975 as amended and hence no particulars are required to be furnished.

AUDITORS:

M/s. Jain Nilesh and Company, Chartered Accountants (Firm Registration No. 018943C) is proposed to be appointed as the Statutory Auditors of the Company by the Board, to fill the casual vacancy caused due to the resignation of M/s. Manish Dani & Co., Chartered Accountants, from the conclusion of this Annual General Meeting until the conclusion of 34th Annual General Meeting of the company.

AUDITORS COMMENTS:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

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

Since your company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and Other particulars as required by the companies (disclosure of particulars in the report of the board of directors) rules, 1998 are not applicable and hence not given.

During the year under review foreign exchange earnings and outgo are NIL.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors'' Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2013-14 is included in the annexed Statement of Accounts.

REMUNERATION COMMITTEE:

Keeping in view of the requirement of Companies Act, 2013, Board constituted the "Remuneration Committee" during the year under review.

ACKNOWLEDGEMENT:

The Board gratefully acknowledges the understanding and support received by the Company from its stakeholders. It also places on record its deep gratitude for the unstinted support received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year to the Company.

For and on Behalf of Board

Date: 28 August, 2014 Prakash Chandra Purohit Revant Purbia Place: Nathdwara Director Director DIN 01383197 DIN 02423236

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Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March 2013.

Financial Results:

(Rs. in lacs)

FINANCIAL RESULT 2012-13 2011-12

Sales and other Income 16.03 12.64

Profit/Loss before Tax (2.80) (47.11)

Provision for Taxation 0.047 (10.64)

Profit/(Loss) After Tax (3.27) (36.47)

Profit/(Loss) from partnership Firm 19.81 (6.60)

Profit/(Loss) carried to Balance Sheet 16.54 (43.07)

Operations:

Your Directors have pleasure to inform that during the year under review the income have been increased by 27% Rs.16.03 Lacs in compare to previous year Rs. 12.64 Lacs and after adjustment of prior period expenditures written off the losses have been reduced to the tune of Rs. 2.80. Lacs in compare to previous year loss of Rs. 47.11 Lacs and after Tax Profit and adding the income from partnership firm the profit have been increased to Rs.16.54 Lacs in compare to previous year loss of Rs. 43.07 Lacs.

In view of accumulated losses your Directors have decided to sell the investment in Homework Crafts (India) Private Limited as a result of which the entity is no more subsidiary of the Company.

Dividend:

In view of accumulated losses, your directors do not recommend any dividend on equity shares for the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

·That the preparation of the Annual Accounts, and applicable standards have been followed.

·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 as at 31st March, 2013 and of the profit of the Company for that period.

·That 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.

·That the Annual Accounts for the year ended 31st March, 2013 has been prepared on a going concern basis.

Corporate Governance:

Your Directors are adhered with the Corporate Governance guidelines stipulated by the Stock Exchange and other governing bodies in terms of Clause 49 in the Listing Agreement, a detailed report is being attached herewith as a part of this report.

Public Deposits:

During the year under review your company has not accepted any public deposit in terms of Section 58A of the Companies Act, 1956 & Companies (Acceptance of Deposits) Rules, 1975 as amended

Directors:

During the year under review Mr. Naveen Diwan, Director has resigned and Mr. Prakash chandra Purohit and Mr.Revant Purbia are being reappointed at the ensuing Annual general Meeting.

Auditors:

During the year under review M/s Manish Dani & Co. Chartered Accountants, Statutory Auditors of the Company are being eligible to retire at ensuing Annual General meeting. On recommendation of the Audit Committee and adoption of such recommendation by the Board, auditors are being eligible to offer themselves for reappointment and fix their remuneration in consultation with Audit Committee and the Board of Directors. Auditors have also confirmed that if their appointment is made it will be within the limit laid down under section 224 (1B) of the Companies Act 1956

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further clarification under Section 217(3) of the Companies Act, 1956.

Remuneration Committee:

In view of accumulated losses your Directors are not being paid any remuneration by the company therefore it is recommended by the Board to dissolve the "Remuneration Committee".

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

In pursuant to section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules 1998.During the year under review conservation of energy, technology absorption and foreign exchange earning and outgo are - Nil

Particulars of Employees:

During the year under review none of the employees of the Company whether employed for the whole year or part thereof, was in receipt of a remuneration aggregating to in excess of limits specified under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence no particulars are required to be furnished.

Acknowledgements:

Your Directors take this opportunity to express their gratitude & deep appreciation for the support and cordination from the investors, financial institutions, Registrar and Share Transfer Agent (RTA), banks, statutory authorities.employees at all levels for their continous efforts and valuable contribution during the year under review.

FOR & ON BEHALF OF BOARD

FOR ASIA PACK LIMITED

Place: Udaipur

Date: 26th June, 2013 Prakash Chandra Purohit Revant Purbia

Director Director

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Mar 31, 2011

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2011.

Financial Results: (Rs. in lacs)

FINANCIAL RESULTS 2010-11 2009-10

Sales and other Income 12.84 281.67

Profit/Loss before Interest, Depreciation and Taxation (62.89) 212.02

Interest 0.00 0.17

Depreciation 13.00 12.65

Prior Period adjustment/ Extra Ordinary Item 0.01 1.62

Profit/(Loss) before Tax (75.88) 200.82

Provision for Taxation

- Current Tax 0.00 (65.12)

- MAT Tax credit reversed 0.00 (30.99)

- Deferred Tax Assets (0.40) (4.03)

- Fringe Benefit Tax - -

- Wealth Tax (0.57) (0.66)

- Tax Provision (earlier Years) 0.00 (5.88)

Profit/(Loss) After Tax (76.85) 94.14 Loss/Profit brought forward from earlier year 173.78 79.64

Balance carried to Balance Sheet 96.93 173.78

Performance:

Management has been continuously putting efforts to explore new business areas and further trying to get business in the existing segments. This year company has not receive new assignment, but management is hopeful for a revival in the coming period.

The total income of the Company has considerably decreased from Rs. 281.67 Lacs in the previous year to Rs. 12.84 Lacs for the year under review and Profit before Depreciation, Interest and Tax decreased from Rs. 212.02 Lacs in the previous year to loss of Rs. 62.89 Lacs for the year under review. The Profit before Tax has also decreased from Rs. 200.82

Lacs to Loss before tax of Rs 75.88 Lacs in the current year. The Net Loss after Tax for the year under review after providing for taxation is Rs. 76.85 Lacs as against Profit after Tax of Rs. 94.14 Lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

In view of the losses incurred and based on the future planning your Directors regret their inability to recommend any Dividend.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

In the preparation of the Annual Accounts, the applicable standards have been followed.

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 as at 31st March, 2011 and of the profit of the Company for that period.

That 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.

That the Annual Accounts for the year ended 31st March, 2011 has been prepared on a going concern basis.

Corporate Governance:

Your Company is in adherence of good corporate governance as stipulated by the stock exchange and fully complied with the requirement of the listing agreement. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors confirming compliances of Corporate Governance norms, in terms of Clause-49 of the Listing Agreement is annexed to the Annual Report.

Statement Pursuant To Listing Agreement (S):

The Company's Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

& Jaipur Stock Exchange, Jaipur. The listing fees for the year under review have been paid to BSE &

JSE.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Directors:

Appointment of New Director

The Board of Directors, at their meeting held on the 25th August, 2011, have recommended and approved the appointment of Dr. Pradeep Garg & Mr. Anil Kumar Sankhlecha, an independent non- executive director, as Additional Directors of the Company, with effect from the said date, whose term of office is upto the date of this Annual General Meeting in accordance with the applicable provisions of the Articles of Association and the Companies Act, 1956. The matter of appointing them, as regular director, liable to retire by rotation, appears as an Agenda item in the Notice of the 27th Annual General Meeting.

Retiring by rotation and re-appointment

In accordance with the provisions of the Articles of Association and the Companies Act, 1956, Mr. Revant Purbia and Mr. Prakash Chandra Purohit, Directors of the Company are due to retire by rotation at the ensuing AGM. They are eligible for re-appointment and offer themselves for re- appointment. The matter of re-appointing them is included in the Notice of the 27th Annual General Meeting.

None of the Directors are disqualified from being appointed/re-appointed as Director in terms of Section 274(1) (g) of the Companies Act, 1956.

Auditors:

M/s Sarda Soni Associates Chartered Accountants, the Statutory Auditors of the Company has resigned w.e.f. 18th April 2011, so to fill up the casual vacancy M/s Manish Dani & co. were appointed as the statutory auditor (at the EGM held on 10th May 2011) until the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the amendment in Section 383A of the Companies Act, 1956, all such Companies having paid up share capital of Rs. 10 Lacs and above but less than Rs. 5 Crore and has appointed any Whole time Company Secretary are not required to obtain a Compliance Certificate from a PCS. The company has appointed a Whole Time Company Secretary w.e.f. 24th May 2010 as CS cum Compliance Officer.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant tot section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company's employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

Sd/-

Deepak Kumar Parihar Director Place: Udaipur

Date : 27.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2010.

Financial Results: (Rs. in lacs) FINANCIAL RESULTS 2009-10 2008-2009

Sales and other Income 281.67 114.76

Profit/Loss before Interest, Depreciation and Taxation 212.02 52.30 Interest 0.l7 2.23

Depreciation 12.65 11.80

Prior Period

adjustment/Extra Ordinary Item 1.62 0.05

Profit/(Loss) before Tax 200.82 38.22

Provision for Taxation

- Current Tax (65.12) (3.68)

- MAT Tax credit reversed (30.99) (19.78)

- Deferred Tax Assets (4.03) (2.18)

- Fringe Benefit Tax - (1.20)

- Wealth Tax (0.66) (0.89)

- Tax Provision (earlier Years) (5.88) (0.41)

Profit/(Loss) After Tax 94.14 10.08

Loss/Profit brought forward from earlier year 79.64 69.56

Balance carried to Balance Sheet 173.78 79.64

Performance:

Members will be pleased to note that company continued the trend of revival of the operations of the company. In pursuance to the main objectives, Company during the year under review has provided business consultancy and other support services mainly comprising of financial analysis and projections for financing and loaning. Management is hopeful to maintain the trend in the coming period.

The total income of the Company has considerably increased from Rs. 114.76 in the previous year to Rs. 281.67 Lacs for the year under review and Profit before Depreciation, Interest and Tax increased from Rs. 52.30 Lacs in the previous year to Rs. 212.02 Lacs for the year under review. The profit before tax has increased from 38.22 Lacs to Rs. 200.82 Lacs in the current year. The net profit after Tax for the year under review after providing for taxation is Rs.94.14 Lacs as against Rs. 10.08 Lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

In view of the companys planning to expand the business in other activities for the year under review, yours Directors regret their inability to recommend any Dividend.

Directors Responsibility Statement:

Pursuant to Section 217(2 AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- 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 as at 31sl March, 2010 and of the profit of the Company forthat period.

- That 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.

- That the Annual Accounts for the year ended 31st March, 2010 has been prepared on a going concern basis.

Corporate Governance:

The Corporate Governance Guidelines issued by SEBI are not applicable to the Company since the Company has a paid up capital below Rs. 3 Crores as on 31st March 2010

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Deepak Kumar Parihar, Director of the Company, retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. In the last financial year Mr Lalit Prakash Seth has resigned as Director from the Company on 25th Feb 2010 due to his other occupancies. Mr. Prakash Chandra Purohit was appointed as additional director of the company on 24th Feb 2010 and offered himself for appointment as director in the ensuing annual general meeting of the company

Auditors:

M/s Shah Patni & Co., Chartered Accountants, the Statutory Auditors of the Company has resigned w.e.f. 3rd May 2010, so to fill up the casual vacancy M/s Sarda Soni Associates were appointed as the statutory auditor (at the EGM held on 24th May 2010) uptil the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Compan ies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the amendment in Section 3 83 A of the Companies Act, 1956, all such Companies having paid up share capital of Rs. 10 Lacs and above but less than Rs. 5 Crore and has not appointed any Whole time Company Secretary are required to obtain a Compliance Certificate from a PCS for the year ended 31 st March, 2010, so in lieu of this Company has obtained Compliance Certificate for the year 2009-10 from B. L. Harawat & Associates, Udaipur and the same is attached.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go: Information pursuant tot section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was also NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Companys employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

sd/-

Place: Udaipur RevantPurbia

Date: 29.05.2010 Chairman