Directors Report of Consecutive Investments & Trading Company Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 42^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY.

Your Board is pleased to present the highlights of the Standalone & Consolidated financial statement of your company for the financial year 2023-24 and 2022-23 as under:

	STANDALONE
Particulars	(Rupees in Lakhs)
	2023-2024	2022-2023
Profit Before Tax	38.58	13.24
Provision For Tax	21.79	3.32
Amount Transferred to Reserves	16.79	9.92
Transfer to contingent provisions against standard assets	0.00	0.00
Share of Profit of Associates	-	-
Profit & Loss for the year	16.79	9.92

2. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR / STATE OF COMPANY''S AFFAIR

The profit of the company (PAT) for the year under review is Rs 16.79 (Lakhs) as against profit of Rs 9.92 (Lakhs) in the previous year.

3. CHANGE IN THE NATURE OF BUSINESS

Your Directors are please to inform you that there was no change in the nature of business of our Company during the Financial Year under review.

4. DIVIDEND

Your Directors decided and declare to plough back the profits for the year under review into the growth opportunities which shall create value for the shareholders and therefore does not recommend any dividend for the year under review.

5. RESERVES

Your company has not transferred any amount to the reserves of the company.

6. CHANGE OF NAMEYour company''s name is CONSECUTIVE INVESTMENTS & TRADING COMPANY LIMITED

and there is no change in its name during the year under review.

7. SHARE CAPITAL

During the year under review, your Company has allotted New Shares through Preferential Shares

50.00. 000 amounting to ^ 100,00,000 divided into 50,00,000 Equity Shares of face value of ^ 10 each.

During the year under review, your Company has increased authorized share capital of the company upto Rs. 10,00,00,000

The Authorized Share Capital of the Company is Rs. 10,00,00,000/- comprising of 1,00,00,000 equity share of Rs.10/- each and the issued, subscribed and paid-up Share Capital of the Company is Rs.

8.00. 75.000/- comprising of 80,07,500 equity share of Rs.10/- each fully paid up as at 31st March, 2024.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr Himanshu Shah Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review Mr. Himanshu Shah appointed as Managing Director of the company and Mr. Avanish Chauhan appointed as Chief Financial Officer of the Company as on 01.02.2024.

During the year company secretary Nabin Kumar Samanta resigned as on 15.01.2024.

Due to change in control of the company Vijay Kumar Jain (Managing Director), Vijay Vasisth (CFO), Subodh Kumar Jain (Non-Executive Independent Director), Mrs. Smita Murarka (Non-Executive Non Independent Director) resigned from the company as on 12.08.2024.

Due to change in control of the company Mrs Preeti appointed as Non Executive Independent Director of the company as on 12.08.2024 and Mrs. Deepa Garg appointed as Non Executive Independent Director of the company as on 29.082024.

Due to change in control of the company Ms. Shafali Nehariya appointed as Company Secretary cum compliance officer of the company as on 30.05.2024.

9. DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from all the Independent Directors of the company, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013.

10. PARTICULARS OF EMPLOYEES

Your Directors ensures that none of the employees of your company is in receipt of salary and / or remuneration in excess of the threshold limit, pursuant to the provisions of Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. MEETING

a) Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2023-2024 Nine (9) Board Meetings were held, the dates of the meeting being 29/05/2023, 14/08/2023,09/10/2023, 07/11/2023, 16/12/2023, 15/01/2024, 08/02/2024, 28/02/2024 and 04/03/2024. The intervening gap between any two meetings held during the year was not more than one hundred and twenty days.

b) Audit Committee Meeting

A calendar of Audit Committee Meetings is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2022-23 four (4) meeting of the Committee was held, the date of the meetings was 29/05/2023, 14/08/2023, 07/11/2023 and 08/02/2024.

c) Nomination & Remuneration Committee.

A calendar of Nomination and Remuneration Committee Meeting is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2023 -24 five (4) meeting of the Committee was held, the date of the meeting was 29/05/2023, 09/10/2023, 15/01/2024 and 31/03/2024.

d) Shareholders Grievance Committee Meeting.

A calendar of Shareholders Grievance Committee Meeting is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2023 - 24 four (4) meeting of the Committee was held, the date of the meeting were 21/04/2023, 21/07/2023., 21/10/2023 and 21/01/2024

e) Risk Management Committee Meeting.

A calendar of Risk Management Committee Meeting is prepared and circulated in advance to the Members of the Committee. During the Financial Year 2023-2024 one (1) meeting of the Committee was held, the date of the meeting were 31/03/2024

12. COMPOSITION OF BOARD OF DIRECTORS AND COMMITEES.• BOARD OF DIRECTORS

The Board of the company is headed by Mr. Vijay Kumar Jain of the company, an eminent person of high credentials and of considerable professional experience who actively contributed in the deliberation of the Board. As on close of business hours of March 31, 2024 the Board comprised of four directors as mentioned below:

Sl. No	Name	DIN	Category	Designation
1.	VIJAY KUMAR JAIN	01376813	Executive	Managing Director
2.	SMITA MURARKA	07448865	Non-Executive	Director
3.	KANTA BOKARIA	09278050	Non-Executive	Independent Director
4.	SUBODH KUMAR JAIN	02564952	Non-Executive	Independent Director
5.	HIMANSHU SHAH	07804362	Executive	Managing Director

• AUDIT COMMITTEE

The chairman of the Audit Committee of the Company constituted under Section 177 of the Companies Act, 2013 by the Board is headed by the Mrs. Kanta Bokaria, (DIN: 09278050) Independent Director of the company. She is an eminent lady of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024 the Board of Audit Committee comprised of four directors as mentioned below.

SL.NO	NAME	DIN	DESIGNATION
1.	VIJAY KUMAR JAIN	01376813	Managing Director
2.	SUBODH KUMAR JAIN	02564952	Independent Director
3.	KANTA BOKARIA	09278050	Independent Director

• NOMINATION & REMUNERATION COMMITTEE

The chairman of the Nomination and Remuneration Committee of the Company constituted under Section 178 of the Companies Act, 2013 by the Board is headed by Mrs. Kanta Bokaria (DIN: 09278050) Independent Director of the company. She is an eminent lady of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024, the Board of Nomination and Remuneration Committee comprised of three directors as mentioned below.

Sl. No.	Name	DIN	Designation
1.	SMITA MURARKA	07448865	Non-Executive Director
2.	SUBODH KUMAR JAIN	02564952	Independent Director
3.	KANTA BOKARIA	09278050	Independent Director

• SHAREHOLDERS GRIEVANCE COMMITTEE

This committee was headed by Mrs. Kanta Bokaria (09278050), Independent Director of the company. She is an eminent person of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024 the Board of Shareholders Grievance Committee comprised of three directors as mentioned below.

Sl. No	Name	DIN	Designation
1.	SMITA MURARKA	07448865	Non-Executive Director
2.	SUBODH KUMAR JAIN	02564952	Independent Director
3.	KANTA BOKARIA	09278050	Independent Director

• RISK MANAGEMENT COMMITTEE

The chairman of the risk Management Committee of the Company is headed by Mrs. Kanta Bokaria (DIN: 09278050) Independent Director of the company. She is an eminent lady of high credentials and of considerable professional experience. As on close of business hours of March 31, 2024, the Board of Risk Management Committee comprised of four directors as mentioned below.

Sl. No.	Name	DIN	Designation
1.	VIJAY KUMAR JAIN	01376813	Managing Director
2.	SMITA MURARKA	07448865	Non-Executive Director
3.	SUBODH KUMAR JAIN	02564952	Independent Director
4.	KANTA BOKARIA	09278050	Independent Director

13. DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES

Pursuant to the provisions of section 129 of the Companies Act, 2013 and the rules framed there under, if any, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures as forming part of this report. Your Director is please to inform you that as on the close of the 31st March, 2023 your company has no subsidiary/joint venture/associate company.

14. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your directors are pleased to inform you that the company has adopted a vigil mechanism which comprises whistle blower policy for directors, employees, and vendors of the company. This policy provides a formal mechanism for Directors employees and vendors to approach the chairman of Audit committee to report concerns about unethical, actual or suspected fraud or violation of company code of conduct and thereby ensuring that activities of the company are conducted in a fair and transparent manner. The policy is also available at the company website.

15. STATUTORY AUDITORS AND THEIR REPORT

M/s B M Chatrath & Co LLP, Chartered Accountants, (FRN: 301011E/E300025) was appointed as an Statutory Auditors of the Company at the 39^th Annual General meeting of the Company for a term of five years to hold office till the conclusion of 44^th Annual general meeting.

The company has received certificate from the Auditors to the effect that the appointment is in accordance with the limit specified under section 139(9) of the Companies Act, 2013.

M/s B M Chatrath & Co LLP, Chartered Accountants, (FRN: 301011E/E300025) resigned from statutory auditor of the company as on 13.08.2024 due to pre occupation in other assignment. To fill casual vacancy the board of directors appointed M/s SK Bhavsar & Co., Chartered Accountant as on 29.08.2024.

16. SECRETARIAL AUDIT REPORT

Your Directors has appointed Ms. Dharti Patel, a Practicing Company Secretary, as Secretarial Auditor pursuant to the provisions of section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014, to undertake the secretarial audit of the company for the financial year 2023-24. The Secretarial Audit Report in form MR 3 is given as Annexure III forming part of this report.

The Secretarial Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. Notes to Accounts and Auditors remark in their report are self -explanatory and do not call for further comments.

17. INTERNAL AUDIT & CONTROL

The company has appointed M/S KISHAN PATEL & ASSOCIATES, Chartered Accountants Firm Registeration Number 151358W as on 22/05/2024 as its Internal Auditor of the company.

18. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND ADEQUECY.

The Board of Directors of the company is responsible for ensuring the IFC have been laid down in the company and that such control is adequate and operating effectively. Your directors ensure final IFC framework has been laid down in your company and it is commensurate with the size scale and complex of its operation.

19. EXTRACTS OF ANNUAL RETURN.

In accordance with the companies Act, 2013, the annual Return in the prescribed format is available on the website of the company at www.consecutiveinvestments.com .

20. MATERIAL CHANGES & COMMITMENTS

Your Director ensures that no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that affecting the financial position of the company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status of the company and its future business and operations.

22. DEPOSITS

Your Company has not accepted any Deposits from public within the meaning section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

23. DISCLOSURE OF SEXSUAL HARASSMENT OF WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at work place a new act “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified with effect from 9th December, 2013. As per section 4 read with section 6 of the act applies to companies having 10 employees or more and such companies shall be required to constitute internal complaint committee.

Your Directors are pleased to inform you that as the number of employees in your company is below the threshold limit, hence, it is not required to constitute such committee.

Your directors are also pleased to inform you that there is no such case has been reported during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION.

Your directors are also pleased to inform you that your company has not made any investment through more than two layers of investment companies during the year under review

25. RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has formed a Risk Management Committee for identification, evaluation and mitigation of External and Internal Material Risk. The Committee shall establish a framework for the Company''s risk management process and to ensure its implementation. The

Committee shall periodically review the risk management process and practices of the Company and establish procedure to mitigate risks on a continuing basis.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

The particulars of every contract or arrangements entered into by the Company with related parties including certain arm''s length transactions thereto shall be disclosed in AOC 2. The details are annexed herewith and marked as Annexure V

27. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company has also implemented several best corporate governance practices as prevalent globally. The Company Corporate governance ensuring transparency, accountability, integrating in all its relations with all the stakeholders (i.e. Investors, Suppliers, Shareholders, Customers, Government) with a view to increase the value of all of them.

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

Pursuant to the provisions of section 134 of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy	NIL
Technology absorption	NIL
Foreign exchange earnings and	NIL
Outgoing

29. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

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

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.

Pursuant to the provisions of the Investor Education Protection Fund (IEPF) and the rules framed there under, your directors ensure that there was no unpaid/unclaimed dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

32. LISTING ON STOCK EXCHANGES.

The Equity Shares of the Company are listed in Bombay stock Exchange Ltd. (BSE) & Calcutta Stock Exchange Limited (CSE) and necessary Listing Fees paid upto date.

33. ACKNOWLEDGEMENT

Your Board would like to record its appreciation for the co - operation and support received from its employees, shareholders and all other stakeholders.

Your Board wishes to place on record its deep appreciation of the Independent Directors and NonExecutive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom which help your company to take the right decision in achieving its goals.

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Mar 31, 2015

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company along with the Audited Financial Accounts for the Financial Year ended 31st March 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS OR PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-2014

Profit before Interest and Depreciation (476928.86) 46700,00

Less: Depreciation & Amortization 1417.00 141.00

Less: Finance Charge 20331.00 205.00

Profil Before Tax (498676.86) 46354.00 Provision for Tax - 8833.00

Tax Expense (100.00) (8833.00)

Profit After Tax (498776.86) 46354.00

Amount Transferred to Reserves - -

Transfer to contingent provisions - - against Standard Assets

Balance as per last Balance Sheet 8902895.02 8856541.02

Less: Adjustment in relation to Depreciation 191.00 -

Balance carried to Balance Sheet 8403927.16 8902895.02

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING AND STATE OF AFFAIRS DURING

THE YEAR.

The profits of the company have decreased. The profit/loss before tax of the Company have suffered is Rs 4.99 lacs during the period under review.

3, OPERATIONS.

There were no such heavy operations carried out by the Company during the year under review.

4. CHANGEIN THE NATURE OF BUSINESS. IF ANY

Your Directors are please to inform you that there were no change in the nature of business of your Company during the Financial Year under review.

5. DIVIDEND

As there is no profit earned by your Company during the year, therefore your Directors has not recommended any dividend for the Financial Year under review.

6. CHANGE OF NAME

Company has not changed its name during the year under review.

7. SHARE CAPITAL

a. Your Directors ensures that during the year under review your Company has:

i) Issued and allotted 2,15,00,000 equity shares of Rs 10 per share on preferential basis.

b. Your Director further ensures that during the year under review company has not:

i) Bought back any of its securities;

ii) Not issued any Sweat Equity Shares;

iii) Not issued any Bonus Shares; and

iv) Not provided any Stock option Scheme to the employees.

8. DIRECTORS AND KEY MAMGERIAL PERSONNEL

- Resignations:

Mr. Prasun Das ceased to be Non - Executive Director of your company vide his resignation letter. The reason for his resignation was their professional engagement elsewhere due to which they are unable to devote their time for the company. The Board of Director of your company appreciates the services rendered by them.

- Appointments:

The Board of Directors of the Company in its Board Meeting which concluded on the 10th of February, 2015 appointed Mr Rajendra Kumar Jain as the Additional Director (Independent category) of the company pursuant to Section 149 of the Companies Act 2013., read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 20104 to held the office till the conclusion of the 33rd Annual General Meeting which will held on 28th September 2015, subject to ratification by the members. The Additional Director ( Independent category) has the option to retire from the office at any time during the term of appointment.

- The Board of Directors of the Company in its Board Meeting which concluded on the 28th March, 2015 appointed Ms. Rinku Adhikary as the Women Additional Director (Independent category) of the company pursuant to Section 149 of the Companies Act 2013, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to held the office till the conclusion of the 33 rd Annual General Meeting which will held on 28th September 2015, subject to ratification by the members. The Additional

The Board of the Company is headed by the Mr. Yijay Kumar Jain, Managing Director of the company, and eminent persons of high credent and eminent persons of high credentials who actively-contributed in the deliberation of the Board. As on close of business hours of March 31, 2015 the Board comprised of four directors as mentioned below:

SI. No Name DIN No Designation

1 Vijay Kumar Jain 01376813 Managing Director

2. Sushil Kumar Sharma 03223799 Non-Executive Director

3. Rajendra Kumar Jain 07045731 Independent Director

4. Rinku Adhikary 07140015 Independent Director

AUDIT COMMITTEE

The Audit Committee of the Company constituted pursuant to Section 177 of the Companies Act, 2013 by the Board is headed by the Mr. Rajendra Kumar Jain, Independent Director of the company, and eminent persons of high credentials and of considerable professional experience. As on close of business hours of March 31, 2015 the Board of Audit Committee comprised of three directors as mentioned below

SI. No Name DIN No Designation

1. Rajendra Kumar Jain 07045731 Independent Director, Chairman

2. Rinku Adhikary 07140015 Independent Director ,Member

3. Sushil Kumar Sharma 03223799 Non-Executive Director, Member

13. AUDITORS

The Auditors, M/s R.Jain & Associates, Chartered Accountants (FRN 009988C), have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30th of September, 2014 who are going to be ratified at the ensuing Annual General Meeting and they have shown their willingness to be continue office as Statutory Auditor at the ensuing Annual General Meeting held on 28th September 2015.

14. AUDITORS1 REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- cyplnatory and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

Your Director appointed M/s Anurag Fatehpuria, (CP No. 12855), a practicing Company Secretary, as Secretarial Auditor pursuant to section 204 of the companies act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Person) Rules, 2014, to undertake the secretarial audit of the company for the financial year 2014 - 15. The Secretarial Audit Report in form MR 3 is given as Annexure I forming part of this report.

16. EXTRACT OF ANNUAL RETURN

Your company, pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, has given in Annexure II an extract of Annual Return as forming part of this report.

Director(Independent category) has the option to retire from the office at any time during the term appointment.

- Appointment of Key Managerial Personnel:

Your Directors of the Company in its meeting proposed the appointment of Mr Vijay Kumar Jain as the Managi Director of the Company for five consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as I Company Secretary of the Company pursuant to Section 203 of the Companies Act, 2013. The members in the 32nd Annual General Meeting ratified the appointment of Mr. Vijay Kumar Jain as the Managing Director oft Company for five consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as the CS. The K Managerial Personnel has the option to retire from office at any time during the term of their appointment.

- Retire by Rotation

Mr Sushil Kumar Sharma, who retire by rotation at the ensuing annual general meeting pursuant to section 152 of t Companies Act, 2013 and being eligible offer himself for re-appointment. Your Director recommends his i appointment.

9. DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from all the Independent Directors of the Company, pursuant to section 149(7 of the Companies Act, 2013 stating that they meet the criteria of Independence as laid down under Section 149(6) of tin Companies Act, 2013.

10. PARTICULARS OF EMPLOYEES

Your Directors ensures that none of the employees of your company is in receipt of salary and/or remuneration in excess of the threshold limit, pursuant to Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. MEETINGS

- BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2014-15 thirteen (13) Board Meetings were held, the dates of meeting being 28 April,2014; 21May,2014; 28May,2014 2june, 201-4; 30June, 2014; 14July, 2014; 8Ausgust, 2014; 12August, 2014; 14August,2014; 5December,2014; 22December, 2014; 10February,2015; and 28March, 2015. The intervening gap between the any two meetings held during the year was not more than one hundred and twenty days.

- AUDIT COMMITTEE MEETING

A calendar of Audit Committee Meetings is prepared and circulated in advance to the Members of the Committee During the Financial Year 2014 - 15 Four (4) meeting of the Committee was held, the date of the meeting was 16 Apr 2014; 18 July, 2014; 21 October, 2014; 17 January, 2015 and 26 March, 2015.

12. COMPOSITION OF BOARD OF DD3ECTORS AND COMMITEES

S . .MATERIAL CHANGES AND COMMITMENTS

Your Director ensures that no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that affecting the financial position of the company.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status of the company and its future business and operations.

19. DEPOSITS

Your Company has not accepted any Deposits from public within the meaning section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

20. DISCLOSURE OF SEXUAL HARESSMENT OF WOMEN AT WORK PLACE

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified with effect from 9th December, 2013. As per section 4 read with section 6 of the said act companies having 10 employees or more shall be required to constitute Internal complaint committee. Your Directors are pleased to inform that as the number of employees in your company is below the threshold limit, hence, it is not required to constitute such committee.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION

Pursuant to Section 186(11) of the Companies Act, 2013 read with Rule 11 of the Companies (Meeting and Power of the | Board) Rules, 2014, except sub section 1, your directors are pleased to inform you that your company has not made any investment through more than two layers of investment companies.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 188 of the companies Act, 2013, the particulars of every contract or arrangements entered into by the Company with related parties including certain arm's length transactions thereto shall be disclosed. Your Directors ensures that related parties transaction entered into by the company during the year under review is enclosed in the Auditor's Report.

23. CORPORATE GOVERNANCE

Pursuant to SEB1 circular No. CIR/CFD/POLICY CELL/7/2014 issued as on September 15, 2014 the clause 49 of the listing agreement is made voluntary on certain classes of companies and consequently the application of clause 49 was

voluntary on your company.

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

Pursuant to section 134 of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy NIL

Technology absorption NIL

Foreign exchange earnings and Outgoing NIL

25. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invest attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peon attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation a job enlargement.

26. RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This frame seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. Trask framework defines the risk management approach across the enterprise at various levels. To strengthen the ri management framework, company has formed segment level risk committees to identify, analyze and mitigate I potential risks.

27. CORPORATE SOCIAL INITIATIVES

Since the average net profit of the Company as required to be computed under Section 135 of the Company Act, 2013 and rules made thereunder of the Act is below Rs. 5 Cores, the Company has not establish Corporate Social Responsibility Committee.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concern details of which have been given in the Corporate Governance Report. The Whistle Blower Policy as approv by the Board is uploaded on the Company's website.

29. DIRECTORS, RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed alo with proper explanation relating to material departures;

b. They had selected such accounting policies and applied them consistently and made judgments a estimates that are reasonable and prudent so as to give a true and fair view of the state of affair;: cf i company at the end of the financial year and of the profit and loss of the company for that period;

c. They had taken proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of this Act for safeguarding the assets of the company and for prevent and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had devised proper systems to ensure compliance with the provisions of all applicable laws a that such systems were adequate and operating effectively.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Persuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. As Your Company has not declared and paid any Dividend hence nil amount is lying unpaid or unclaimed for a period of seven years since 2008. Accordingly, your company is not required to transfer any amount to Investor Education and Protection Fun (IEPF).

31 ACKNOWLEPGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

CONSECUTIVE INVESTMENTS

TBADINOiJOMPANY LIMITES

Director

Vijay Kumar Jain

Managing Director

DIN 01376813

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Mar 31, 2014

Dear members

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

2. FINANCIAL RESULTS

2013-2014 2012-2013 Rs. Rs.

Profit / (loss) before Taxation 46354 47855

Provision for Tax 8833 9120

MAT Tax Credit -8833 -9120

Profit / (loss) after Taxation 46354 47855

Balance of Profit / (loss) brought forward 8856541 8808686

Balance carried to Balance Sheet 8902895 8856541

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In order to conserve the resource, the Directors do not propose any dividend for the year under review.

5. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits

6. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(l)(e) of the Companies Act. 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectivety are not applicable to the Company. There were no foreign exchange eamings or outgo during the year.

7. DIRECTORS

There was no change In the Directors of the Company during the year.

8. AUDITORS

The provisions of Companies Act, 2013 (Act) and the applicable Rules provides that an Audit firm can be appointed as an Auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period or ten consecutive years

Messrs. A.C.Bhuteria & Co., Statutory Auditor of the Company, have completed two terms of five consecutive years as Auditors.

In compliance with the provisions of the Act. Messrs. A.C.Bhuteria & Co., cannot be appointed as Auditors respectively in the ensuing Annual General Meeting of the Company.

It is therefore proposed to appint Messers R Jain & Associates, Chartered Accountants as Statutory Auditors of the Company at the forthcoming Annual General Meeting, Messers R Jam & Associates ,Chartered Accounts hove given their consent for this appointment. As required under the provisions of Section 141(3)(g) of the Companies Act. 2013, the Company has obtained a written certificate from M/s R Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be In conformity with the limits specified in the said section.

9. AUDITORS'' REPORT

There is no qualification in the auditors'' report on the annual accounts for the financial year ended March 31, 2014.

10. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956. with respect to Directors'' Responsibility statement, It is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flow of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities:

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis,

12. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date : 8th August, 2014 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor V Kolkata - 700 012 Directors

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Mar 31, 2013

Dear Members,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

2. FINANCIAL RESULTS

2012-2013 2011-2012 Rs. Rs.

Profit / (loss) before Taxation 47,855 (134,258)

Provision for Tax 91,20.00 -

MAT Tax Credit 91,20.00 -

Profit / (loss) after Taxation 47,855 (134,258)

Balance of Profit / (loss) brought forward 8,808,686 8,942,944

Balance carried to Balance Sheet 8,856,541 8,808,686

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In order to conserve the resource, the Directors do not propose any dividend for the year under review.

5. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits

6. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(l)(e) of the Companies Act. 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectivety are not applicable to the Company. There were no foreign exchange eamings or outgo during the year.

7. DIRECTORS

There was no change In the Directors of the Company during the year.

8. AUDITORS

The provisions of Companies Act, 2013 (Act) and the applicable Rules provides that an Audit firm can be appointed as an Auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period or ten consecutive years

Messrs. A.C.Bhuteria & Co., Statutory Auditor of the Company, have completed two terms of five consecutive years as Auditors.

In compliance with the provisions of the Act. Messrs. A.C.Bhuteria & Co., cannot be appointed as Auditors respectively in the ensuing Annual General Meeting of the Company.

It is therefore proposed to appint Messers R Jain & Associates, Chartered Accountants as Statutory Auditors of the Company at the forthcoming Annual General Meeting, Messers R Jam & Associates ,Chartered Accounts hove given their consent for this appointment. As required under the provisions of Section 141(3)(g) of the Companies Act. 2013, the Company has obtained a written certificate from M/s R Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be In conformity with the limits specified in the said section.

9. AUDITORS'' REPORT

There is no qualification in the auditors'' report on the annual accounts for the financial year ended March 31, 2013.

10. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956. with respect to Directors'' Responsibility statement, It is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flow of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities:

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis,

12. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date : 8th August, 2013 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor Kolkata - 700 012 Directors

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Mar 31, 2012

Dear Members,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

2. FINANCIAL RESULTS

2011-2012 2010-2011 Rs. Rs.

Profit / (loss) before Taxation (134,258) 9,650,555

Provision for Tax 1,789,214

MAT Tax Credit 1,794,693

Profit / (loss) after Taxation (134,258) 9,656,035

Balance of Profit / (loss) brought forward 8,942,944 (713,091)

Balance carried to Balance Sheet 8,808,686 8,942,944

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In order to conserve the resource, the Directors do not propose any dividend for the year under review.

5. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits

6. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(l)(e) of the Companies Act. 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectivety are not applicable to the Company. There were no foreign exchange eamings or outgo during the year.

7. DIRECTORS

There was no change In the Directors of the Company during the year.

8. AUDITORS

The provisions of Companies Act, 2012 (Act) and the applicable Rules provides that an Audit firm can be appointed as an Auditor for two terms of five consecutive years only and that the period for which the auditor has held office prior to the commencement of the Act, that period shall be taken into account for calculating the period or ten consecutive years

Messrs. A.C.Bhuteria & Co., Statutory Auditor of the Company, have completed two terms of five consecutive years as Auditors.

In compliance with the provisions of the Act. Messrs. A.C.Bhuteria & Co., cannot be appointed as Auditors respectively in the ensuing Annual General Meeting of the Company.

It is therefore proposed to appint Messers R Jain & Associates, Chartered Accountants as Statutory Auditors of the Company at the forthcoming Annual General Meeting, Messers R Jam & Associates ,Chartered Accounts hove given their consent for this appointment. As required under the provisions of Section 141(3)(g) of the Companies Act. 2012, the Company has obtained a written certificate from M/s R Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be In conformity with the limits specified in the said section.

9. AUDITORS'' REPORT

There is no qualification in the auditors'' report on the annual accounts for the financial year ended March 31, 2014.

10. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956. with respect to Directors'' Responsibility statement, It is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed and there are no material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flow of the Company for that year;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities:

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis,

12. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date : 8th August, 2012 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor Kolkata - 700 012 Directors

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Mar 31, 2011

Dear Members,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March. 2011.

2 FINANCIAL RESULTS

2010-2011 2009-2010 Rs. Rs

Profit / (loss) before Taxation 9,650,555.00 35,460.00

Provision for Tax 1789214.00 5479.00

MAT Tax Credit (1,794,693.00)

Profit / (loss) after Taxation 9,656,035.00 29,981.00

Balance of Profit / (loss) brought (713,091.00) (743,072.00) forward

Balance carried to Balance Sheet 8,942,944.00 (713,091.00)

3. OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In view of the lossess suffered by the Company the Directors do not propose any dividend for the year under review.

5. SUBSIDIARY COMPANIES

During the year, S T Textiles Ltd. ceased to be subsidiary of the Company.

6. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits.

7. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with Rules 2A & 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year.

8. DIRECTORS

Mr. Santosh Kumar Jain & Mr. Arun Kumar Khemka who were on he Board of Directors of the of the company have resigned during the year and the Board of Directors have placed on record their appreciation for the valuable servides rendered by them.

9. AUDITORS

Messers A. C. Bhuteria & Co., Chartered Accountants,Auditors of the Company retire at the ensuuing Annual General Meetting and being eligible, offer themselves for reappointment.

Members are requested to appoint Auditors for the current year and fix their remuneration.

10. AUDITORS' REPORT

There is no qualfication in the auditors' report on the annual accounts for the financial year ended March 31, 2011.

11. EMPLOYEES

The Company had no employee on its payroll and therefore Section 217(2A) of Companies Act, 1956 is not attracted.

12 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956, with respect to Directors' Responsibility statement, it is hereby confirmed:

(i) that in the preparation of the annual accoutns for the financial year ended 31st March, 2011 the applicable accounting standards had been followed and there are no material departures.

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

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

(iv) that Directors had prepared the annual accounts for the financial year ended 31st March. 2011 on a going concern basis.

13. SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 obtained by the Company is attached to this Report.

Date: 25th August, 2011 By Order of the Board

Registered Office : 23, Ganesh Chandra Avenue 3rd Floor Kolkata - 700 012 Directors

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Mar 31, 2010

DEAR MEMBERS,

1. The Directors submit their Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March. 2010.

2 FINANCIAL RESULTS

2009-2010 2008-2009 Rs. Rs.

Profit / (loss) before Taxation 35,460.00 (52,377.00)

Provision for Tax 5479.00 -

Profit / (loss) after Taxation 29,981.00 (52,377.00)

Balance of Profit/(loss) brought forward (743,072.00) (690,695.00)

Balance carried to Balance Sheet (713,091.00) (743,072.00)

3 OPERATIONS

There were no operations carried out by the company during the year under review.

4. DIVIDEND

In view of the lossess suffered by the Company the Directors do not propose any dividend for the year under review.

5. SUBSIDIARY COMPANIES

A Statement under section 212 of the Companies Act, 1956 is annexed to this report.

6. DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on the date of Balance Sheet, there are no overdue / unclaimed deposits.

7. DISCLOSURE OF PARTICULARS

Since the company had no manufacturing facility, the requirements of Section 217(1 )(e) of the Companies Act, 1956 read with Rules 2A&2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. There were no foreign exchange earnings or outgo during the year.

8. DIRECTORS

There has been no change in the Board since the last report was issued.

9. AUDITORS

Messers A. C. Bhuteria & Co., Chartered Accountants,Auditors of the Company retire at the ensuuing Annual General Meetting and being eligible, offer themselves for reappointment. Members are requested to appoint Auditors for the current year and fix their remuneration.

10. AUDITORS'' REPORT

There is no qualfication in the auditors'' report on the annual accounts for the financial year ended March 31, 2010.

STATEMENT PURSUANT TO SECTION 212 OF TH COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY

1. Name of the Subsidiary Company : S T Textiles Limited

2. Financial year of the Subsidiary : 31st March, Company ended on 2010

3. Extent of interest in Subsidiary Company : 67.72%

4. Net aggregate amount of the profits / (loss) of the Subsidiary Company so for as it concerns the members of the Company

(a) Dealt with in the Company''s accounts

(i) for the financial year of the Subsidiary : NIL

(ii) for the previous financial years of the : NIL subsidiary since it became the Subsidiary of the Company

(b) Not dealt with in the Company''s accounts

(i) for the financial year of the Subsidiary : Rs. 81569.00

(ii) for the previous financial years of the : Rs. 761048.00 subsidiary since it became the Subsidiary of the Company

For A. C. Bhuteria & Company For & on behalf of the Board Chartered Accountants



(Lalit Kumar Jain) Director Partner Camp : Kolkata Date: 31st August'' 2010