Directors Report of Hind Commerce Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the 39^th Annual Report along with Audited
Financial Statements of your Company for the Financial Year ended March 31, 2024.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2024 is
summarized below:

(Rs. In 000'')

Particulars	Standalone For the Financial Year Ended
	March 31, 2024	March 31, 2023
Revenue	-	-
Revenue from Operations	59,201.08	-
Other Income	5,401.44	4,557.21
Total Revenue	64,602.52	4,557.21
Less: Total Expenditure	60,717.50	2,714.35
Profit before, Depreciation and Tax	3,885.01	1,842.86
Less: Depreciation	-	-
Profit before Tax	3,885.01	1,842.86
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment)	1,139.03	886.14
Profit/(Loss) after Tax (PAT)	2,745.98	956.72
Earnings per share (Rs.) : Basic	0.92	0.32
Diluted	0.92	0.32

Results of Operations

During the year under review your Company has reported a total income of Rs. 64,602.52 K
as compared to Rs. 4,557.21 K for previous years as reported in the Standalone Financials.

Dividend

Owing to inadequacy of profit, no Dividends are recommended for the year underreview.
Transfer to Reserves

Since there is no dividend for the year under review, transfer of funds to thereserves is not
required.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specialize in the
export of quality Cotton Yarns and fabrics in both domestic and international trading.

During the year under review, there has been no change in the nature of business of the
Company.

Management Discussion and Analysis Report

As required under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the
financial condition and results of operations of the Company under review, is annexed and
forms an integral part of the Directors'' Report.

Material changes and commitments affecting financial position between the end of the
financial year and date of report

There have been no material changes and commitments, if any, affecting the financial position
of the Company between the end of the financial year to which the financial statements relate
and the date of report.

Associate and Subsidiary Companies

As on March 31, 2024, the Company has no Subsidiary Company, joint venture or Associate
Company.

Deposit

During the year under review, your Company did not accept any deposits in terms of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Therefore the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Companies Act, 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 specifies the requirement for approval of the Board and/or the Members,
as and when applicable in related party transactions inrelation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as
per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2
is not required. Further there are no materially significant related party transactions during the
year under review made by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed
on the website of the Company viz. http://www.hindcommerce.com/pdf/policy-on-related-
party-transaction-and-materialitv-of-related-party-transaction.pdf.

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.

Board of Directors and Key Managerial Personal

The Board of Directors of the company has an optimum combination of Executive, Non¬
Executive, and Independent Directors who have an in-depth knowledge of business, in
addition to the expertise in their areas of specialization. As on March 31, 2024, the Board of
the Company comprised of Five directors that include two Independent Women Director. All
the members of the Board are persons with considerable experience and expertise in the

industry. None of the Directors on the Board is a member in more than (10) Committee and
Chairman of more than (5) Committee across all the companies in which he/she is a director.
The necessary disclosures regarding committee positions have been made by all the directors.
The Composition and the category of directors on the board of the Company is as under:-

As on the date of this report, the Company''s Board consists of the followingDirectors:

1. Mrs. Kavita Akshay Chhajer - Independent Director

2. Ms. Meghna V. Panchal- Independent Director

3. Mr. Umesh R. Lahoti - Managing Director

4. Mr. Ujwal R. Lahoti - Non-Executive Director

Appointment and Resignation of Key Managerial Personnel

During the year, Mr. Sanjay Soni (DIN: 02613471) and Mr. Prakash Bang (DIN: 00088837)
ceased to be the Directors of the Company due to the end of second and final term 10 years as
an Independent Directors of the Company w.e.f. March 31, 2024. Mrs. Kavita Chhajer
(DIN: 07146097) was appointed as an Independent Directors of the Company w.e.f. April 02,
2024.

Retire by rotation and Re-appointments

Section 152 of the Act provides that unless the Articles of Association provide for retirement
of all directors at every Annual General Meeting, not less than two-third of the total number
of directors of a public company (excluding the independent Directors) shall be persons whose
period of office is liable to determination by retirement of directors by rotation, of which one-
third are liable to retire by rotation. Accordingly, Mr. Ujwal Lahoti (DIN: 00360785), Executive
Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers
himself for re-appointment. A Profile of Mr. Ujwal Lahoti (DIN: 00360785), as required by
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is given in the Notice convening the forthcoming AGM.

Declaration by Independent Directors

Mrs. Kavita Chhajer and Ms. Meghna Panchal are the Independent Directors on the Board of
the Company. The Company has received the declaration from all the Independent Directors
confirming that they meet the criteria as set out in the provisions
of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further at the time of appointment of an Independent Director, the Company issues a formal
letter of appointment detailing their role and function in the Company, the format of the
letter of appointment whereof is available on the website of the Company at:
http://hindcommerce.com/pdf/Letter%20of%20Appointment%20to%20Independe
nt%20Directors.pdf

Number of Meetings of the Board of Directors:

The Board of Directors (hereinafter referred to as "the Board") meets at least once in each
quarter, inter-alia to review the quarterly results and other matters. In addition, the board
also meets whenever necessary. The Board periodically reviews compliance reports of all laws
applicable to the Company. The desirable steps are taken by the directors of the Company to
rectify instances of non- compliances, if any.

The Board met Four (4) number of times during the Financial Year 2023-24 under review. The
gap between two meetings held during the year 2023-24 does not exceeds 120 days:

Sr. No.	Date of Meetings	Venue and time of the meeting	Director''s present	Directors to whom Leave of absence was granted
1.	15/05/2023	Venue: Registered office - 307, Arun Chambers, Tardeo Road, Mumbai - 400034	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti 3. Mr. Sanjay R Soni 4. Mr. Prakash R Bang 5. Ms. Meghna V Panchal
2.	09/08/2023	Venue: Registered office - 307, Arun Chambers, Tardeo Road, Mumbai - 400034	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti 3. Mr. Sanjay R Soni 4. Mr. Prakash R Bang 5. Ms. Meghna V Panchal
3.	06/11/2023	Venue: Registered office - 307, Arun Chambers, Tardeo Road, Mumbai - 400034	1. Mr. Ujwal R Lahoti 2. Mr. Umesh R Lahoti 3. Mr. Sanjay R Soni 4. Mr. Prakash R Bang 5. Ms. Meghna V Panchal

4.	14/02/2024	Venue: Registered	1. Mr. Ujwal R Lahoti	-
		office - 307, Arun	2. Mr. Umesh R Lahoti
		Chambers, Tardeo	3. Mr. Sanjay R Soni
		Road, Mumbai -	4. Mr. Prakash R Bang
		400034	5. Ms. Meghna V Panchal

Committees of Board

The Board has 3 Committees: Audit Committee, Stakeholder''s Relationship Committee and
Nomination and Remuneration Committee. A detailed note on the Compositions, functions of
the Board and Committee are as provided below:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Committee Members	Designation in the Committee	Remarks
Mr. Prakash Bang (Independent Director)	Chairman	Ceased to be the Chairman w.e.f. April 01, 2024
Mr. Ujwal Lahoti (Non - Executive Director)	Member	-
Mr. Sanjay Soni (Independent Director)	Member	Ceased to be the Member w.e.f. April 01, 2024
Mrs. Kavita Chhajer (Independent Director)	Chairperson	Appointed as the Chairperson w.e.f. April 02, 2024
Ms. Meghna Panchal (Independent Director)	Member	Appointed as the Member w.e.f. April 02, 2024

The Committee held 4 (Four) meetings during the year. All the members of the Committee are
Non-executive Directors. All the members are financially literate and have accounting /
related financial management expertise.

Meetings and Attendance of the Audit Committee: -

Audit Committee Meetings were convened and held on, 15/05/2023, 09/08/2023,
06/11/2023, and 14/02/2024.

Name of the Committee Members	No. of Meetings
	Held	Attended
Mr. Prakash R. Bang	4	4
Mr. Ujwal R. Lahoti	4	4
Mr. Sanjay R. Soni	4	4

The Role, function, responsibility and constitution of the Audit Committee is in accordance to
the provisions of Section 177 of the Companies Act, 2013 and as per SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Audit Committee functions according to its Charter that defines its composition,
authority, responsibilities and reporting functions. The terms of reference of the Audit
Committee, inter alia, includes the following function:

• Overseeing the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficientand credible;

• Recommending to the Board of Directors, the appointment, re-appointment, terms of
appointment and, if required, the replacement or removal of the statutory auditor and
the fixation of audit fees;

• Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;

• Reviewing with the management the annual financial statements before submission to
the Board of Directors for approval, with particular reference to:

• Matters required to be included in the director''s responsibility statement to be included
in the Board of Directors'' report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by
management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• Reviewing with the management the quarterly financial statements before submission to
the Board of Directors for approval; Reviewing, with the management, the statement of
uses / application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/prospectus/ notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.

• Reviewing with the management the performance of statutory and internal auditors and
the adequacy of internal control systems

• Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board of Directors;

• Discussing with statutory auditors before the audit commences, about the nature and
scope of audit as well as have post-audit discussion to ascertain any area of concern

• To look into the reasons for substantial defaults in payments to depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blowing mechanism; Approval of appointment of
the chief financial officer (i.e. the whole time finance director or any other person
heading the finance function or discharging that function) after assessing, amongst
others, the qualifications, experience and background of the candidate;

• Review & monitor the auditor''s independence and performance andeffectiveness of
audit process;

• Approval or any subsequent modification of transactions of the company withrelated
parties;

• Scrutiny of inter-corporate loans & investments;

• Valuation of undertakings or assets of the company;

• Evaluation of internal financial controls and risk management systems;

• Examination of the financial statement and the auditor''s report thereon;

• Monitoring the end use of funds raised through public offers and relatedmatters;

• Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

• To investigate any activity within its terms of reference;

• To have full access to information contained in the records of the Company;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if considers necessary.

2. Stakeholder''s Relationship Committee

Name of the Committee Members	Designation in the Committee
Ms. Meghna V Panchal (Independent Director)	Chairperson
Mr. Umesh R. Lahoti (Managing Director)	Member
Mr. Ujwal R. Lahoti (Non-Executive Director)	Member

In order to comply with the provisions of Section 178 of the Companies Act, 2013, the
nomenclature of Shareholders''/Investors'' Grievance Committee was changed to
Stakeholders Relationship Committee with revised role which also includes to consider and
resolve the grievances of all stakeholders of the Company.

Meetings and Attendance of Stakeholders Committee.

Stakeholder''s Relationship Committee Meeting was convened and held on 14/02/2024 and all
the Directors were present at the Meeting.

The terms of reference of Stakeholders Grievances Committee inter alia includes the
following:

• Redressal of Shareholders'', debenture holders'' and other security holders'' investors
complaints including complaints related to transfer of shares;

• Allotment of shares, approval of transfer or transmission of shares, debentures or any
other securities;

• Issue of duplicate certificates and new certificates on split/

consolidation / renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and Carrying out any
other function as prescribed under in the Listing Regulations.

3. Nomination and Remuneration Committee

Name of the Committee Members	Designation in the Committee	Remarks
Mr. Prakash Bang (Independent Director)	Chairman	Ceased to be the Chairman w.e.f. April 01, 2024
Mr. Sanjay Soni (Independent Director)	Member	Ceased to be the Member w.e.f. April 01, 2024
Ms. Meghna Panchal (Independent Director)	Member	-
Mrs. Kavita Chhajer (Independent Director)	Chairperson	Appointed as the Chairperson w.e.f. April 02, 2024
Mr. Ujwal Lahoti (Non - Executive Director)	Member	Appointed as the Member w.e.f. April 02, 2024

In Compliance with Section 178 of the Companies Act, 2013 and as specified in the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board constituted the
Nomination and Remuneration Committee comprising of Three (3) Non-Executive
Independent Directors of the Company.

Meetings and Attendance of Nomination & Remuneration Committee.

Nomination & Remuneration Committee Meeting was convened and held on 09/08/2023 and
all the Directors were present at the Meeting.

Following are the role and function of the Nomination and Remuneration Committee:

• To lay down criteria and terms and conditions with regard to identifying persons who are
qualified to become Directors (Executive and Non-Executive) and persons who may be
appointed in Senior Management and Key Managerial positions and to determine their
remuneration.

• To determine remuneration based on the Company''s size and financial position and
trends and practices on remuneration prevailing in peer companies.

• To formulate criteria for evaluation and carry out evaluation of the performance of
Directors, as well as Key Managerial, Independent Directors and Senior Management
Personnel.

• To provide them reward linked directly to their effort, performance, dedication and
achievement relating to the Company''s operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.

• To ensure no violation, by an employee of any applicable laws in India or overseas,
including:

i. The Securities and Exchange Board of India (Insider Trading) Regulations,1992; or

ii. The Securities and Exchange Board of India (Prohibition of Fraudulent andUnfair Trade
Practices relating to the Securities Market) Regulations, 1995.

• To formulate detailed terms and conditions of employee stock option schemes including
details pertaining to quantum of options to be granted, conditions for lapsing of vested
options, exercise period, adjustments for corporate actions and procedure for cashless
exercise and perform such other functions as are required to be performed by the
Remuneration Committee under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as
amended ("ESOP Guidelines"), in particular, those stated in Clause 5 of the ESOP
Guidelines; as and when required.

• To devise a policy on Board diversity.

To Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the
Board their appointment and removal.

• To develop a succession plan for the Board and to regularly review the plan.

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board of
Directors in consultation with the Nomination and Remuneration Committee has
formulated the Nomination and Remuneration Policy. The Policy has been divided into
three parts: Part - A covers the matters to be dealt with and recommended by the
Committee to the Board, Part - B covers the appointment and nomination and Part - C
covers remuneration and perquisites etc.

Briefly the formulated policy comprises of the following:

i. Appointment criteria and qualification - setting up of criteria and positiveattributes
and independence for identification and selection of directors, KMP and Senior
Management positions

ii. Recommendation to the Board on appointment and removal of Directors, KMP and
Senior Management Personnel

iii. Specifying the term and tenure of the Director

iv. Procedure and criteria for evaluation of Performance of every Director

v. Removal and Retirement of Directors

vi. Remuneration Structure of Whole-time Director, KMP and Senior
Management Personnel

vii. Remuneration structure of Non- Executive / Independent Director

The Nomination and Remuneration Policy has been posted on the website of the Company
http://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

Companies Policy on Director''s Appointment and Remuneration

The Remuneration policy of the Company comprises inter alia the aims and objectives,
principles of remuneration, guidelines for remuneration to Executive and Non-Executive
Directors and Key Managerial Personnel and criteria for identification of the Board Members
and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory
for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the ageof seventy years with the approval
of shareholders by passing a special resolution based on the explanatory statement
annexed to the notice for such motion indicating the justification for extension of
appointment beyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company
http://hindcommerce.com/pdf/nomination-and-remuneration-policy.pdf

Annual Evaluation of the Board

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Board conducted the Annual Evaluation of the Board, on
its own performance and of the Directors, individually as well as the evaluation of the working
of the Committees of the Board.

A structured questionnaire was prepared after taking into consideration various aspects of
Board''s functioning, composition of Board and Committees, culture, execution and
performance of specific duties, obligations and governance.

The Board of Directors expressed their satisfaction.

Certificate from PCS under Schedule V (C) (10) (i) of SEBI (LODR) Regulation, 2015:

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI
(LODR) certifying that none of the directors on the board of the company have been debarred
or disqualified from being appointed or continuing as directors of companies by the
Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the
Annual Report as Annexure-3.

Vigil Mechanism/Whistle Blower

As per the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 andas per the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has a Whistle Blower Policy to report genuine concerns or grievances and to deal
with the instances of fraud and mismanagement. The Whistle Blower Policy has been posted
on the website of the Company http://hindcommerce.com/pdf/whistle-blower-policy-vigil-
mechanism.pdf

Directors'' Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained /received
from the operating management, your Directors make the following statement and confirm
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) 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 ofthe financial year and of
the profit and loss of the Company for that period;

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

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

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

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

Auditors and Auditors'' Report

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s. SIGMAC & CO, Chartered Accountants, Mumbai (Registration
No.116351W) Statutory Auditors of the Company to hold office for five consecutive years
from the conclusion of the 37th Annual General Meeting of the Company held on 28th
September, 2022 till the conclusion of 42nd Annual General Meeting to be held in 2027, as
required under section 139 of the companies act, 2013 read with companies (Audit &
Auditors) Rules 2014.

The Reports of the Statutory Auditors, M/s. SIGMAC & Co., Chartered Accountants on the
Financial Statements of the Company for the financial year 2024 form part of this Annual
Report. The statutory auditors have submitted an unmodified opinion on the audit of Financial
Statements for the year 2024 and there is no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report and therefore the same does not call for any
further comments/explanation from the Directors.

Secretarial Auditor

Your Company has appointed M/s. Kothari H. & Associates, a firm of Practicing Company
Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204

of the Companies, Act 2013 for conducing secretarial audit of Company for the Financial Year
2023-24.

The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates
Company Secretaries in Form MR-3 for the Financial Year 2023-24 forms part to this report as
Annexure 1. The said report does not contain any adverse observation or qualification
requiring explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013.

Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights/ sweat equity shares/
employee stock options or not made any provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2023-24.

The Company has not made any purchase or provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2023-24.

Listing

During the year under review, the Company''s Equity Shares were listed at BSE Limited and the
Company has paid the llisting fees to the above Stock Exchanges for the year 2023-24.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the
provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure- 2 to the Board''s report.

During the financial year 2023-24, there were no employee in the Company whose particulars
are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Significant and Material Orders

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

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including 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 preparationof reliable financial disclosures.

Risk Management

Risk management is the identification, assessment, and prioritization of risks
followed by coordinated and economical application of resources to minimize, monitor, and
control the probability and/or impact of unfortunate events or to maximize the realization of
opportunities. Risk management''s objective is to assure uncertainty does not deflect the
endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk
assessment and minimization procedures. A risk management committee consisting of senior
executives of the Company periodically reviews these procedures to ensure that executives''
management controls risk through means of a properly defined framework. A senior
independent director is associated with the committee. The Company has framed the risk
assessment and minimization procedure which is periodically reviewed by the Board. The risk
management policy is displayed on the website of the Company viz.

http://www.hindcommerce.com/pdf/risk-management-policy.pdf

Annual Return

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 (1)
of the Companies (Management and administration) Rules, in Form MGT-7 for the financial
year ended, March 31, 2024, is available on the website of the Company at
www.hindcomerce.com

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign
Exchange Earnings and Outgo

Your Company is not engaged in any manufacturing activity and thus its operations are not
energy intensive. However adequate measures are always taken to ensure optimum utilization
and maximum possible saving of energy. The Company has installed energy conservative
equipment''s like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to work in.
Your Company uses latest technology and equipment''s. However since the Company is not
engaged in any manufacturing, the information in connection with technology absorption is
NIL.

During the period under review the Company has earned Foreign Exchange of Rs.43520.16
Thousand and incurred the Foreign Exchange outgo of Rs. 20611.46 Thousand.

Secretarial Standards

The Company complies with all the Secretarial Standards.

Report on Corporate Governance

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Corporate Governance requirements are not applicable to the Company whose paid
up capital does not exceed Rs. Ten Crores and net worth does not exceed Rs. Twenty-Five
Crore as on the date of last day of previous financial year. Since the Company does not exceed
the above stated limit, Report on Corporate Governance is not applicable to the Company.
The same shall be applicable if the Company exceeds the aforementioned limits at any time
duringthe year.

In view of the above, Company has not provided report on corporate governance and
auditor''s certificate thereon for the year ended March 31, 2024. However, whenever the
provision will become applicable to the company at a later date, the company shall comply
with the requirements of the same within six months from the date on which the provisions
became applicable to the company.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace"
in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, no complaints were
received by the Committee for Redressal.

Transfer of unclaimed dividend to Investor Education and Protection Fund

The Company is not carrying any fund which is required to be transfer to Investor Education
and Protection Fund.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day to day business operations of the company.

The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in
dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure. All the Board
Members and the Senior Management personnel have confirmed compliance with the Code.
All Management Staff were given appropriate training in this regard.

Policies

All the policies are available on the website of the Company i.e. www.hindcommerce.com.
Other Disclosures

• Remuneration to statutory Auditors is Rs. 70 thousand.

• During the Financial Year 2023-24, the trading of Securities was not suspended.

• During the Financial Year 2023-24, no funds were raised through preferential allotment or
by allotment of securities to qualified Institutional Placements as specified under
Regulation 32(7A).

• The Company, during the Financial Year 2023-24, has not issued any debt instruments or
has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal.
Hence, no credit ratings were obtained.

• The Company has complied with statutory compliances and no penalty or stricture is
imposed on the Company by the Stock Exchanges or Securities and Exchange Board of
India or any other statutory authority on any matter related to the capital markets during
the last three years.

Acknowledgement

Your directors wish to express their grateful appreciation for co-operation and support
received from customers, financial institutions, Banks, regulatory authorities, customers,
vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the
employees at all levels, as without their focus, commitment and hard work, the Company''s
consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Sd/- Sd/-

Umesh Lahoti Ujwal Lahoti

Managing Director Director

(DIN: 00361216) (DIN: 00360785)

Place: Mumbai
Date: August 08, 2024

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Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you the 29th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS: (Rs in Lacs)

Particulars For the year For the year ended on ended on 31st March, 2014 31st March, 2013

Total Income 80.93 67.34

Profit/(Loss) before Tax 33.77 5.47

Provision for Tax

Current Tax 7.63 2.85

Deferred Tax (0.001) (0.00)

Tax for Earlier Years 0.00 (0.00)

Profit/(Loss) After Tax 26.15 2.65

1. PERFORMANCE REVIEW

During the year, your Company has performed well as compared to previous year. It has recorded a total income of Rs 80.93 Lacs against the total income of Rs 67.34 Lac in the previous year, with an increase of 20.18%. The Profit after Tax has been increased from Rs 2.65 Lacs to Rs 26.15 Lacs with an increase of 886.79%.

2. DIVIDEND

Your Directors recommend No Dividends for the year under review.

3. DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradable in electronic form. As of 31st March, 2014, 51.42% of the Company''s total paid-up capital representing 3,000,000 equity shares is in dematerialized form. In view of the benefits offered by the Depository systems, members holding shares in physical mode are advised to avail the demat facility.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report.

5. PUBLIC DEPOSIT

The Company has not accepted deposit from public during the year under review. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

6. SUBSIDIARY COMPANIES

The Company as of March 31, 2014 had one subsidiary, viz. Crystal Tradecom Limited as wholly owned subsidiary of Hind Commerce Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

7. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt. of India has, vide circular No. 5/12/2007-CL-IIIdated February 08, 2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub- section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of Company''s subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Secretarial Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

8. DIRECTORS

Section 149 of the Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 1, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re- appointed by passing a special resolution on completion of first term of five consecutive years.

As per the explanation provided under Section 149 of the Act, any tenure of an independent Director on the date of commencement of this Section i.e. April 1,2014 shall not be counted as a term. The tenure of every independent director to compute the period of first five consecutive years would be reckoned afresh from April 1, 2014. In term of the aforesaid provisions, the independent Directors of the Company will be eligible to hold office for a consecutive period of five years as per applicable provisions of the Companies Act, 2013.

Section 152 of the Act, also notified effective April 1, 2014 provides that independent directors would need to be excluded from the total number of directors for the purpose of computing the number of directors whose period of office will be liable to determination by retirement of directors by rotation.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Sanjay Rajendra Soni

Brief profile of the proposed appointees together with other disclosures in terms of clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 29th Annual General Meeting.

9. COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, a Compliance Certificate from M/s. Kothari H. & Associates, Practising Company Secretaries, regarding status on compliance of the provisions of the Companies Act, 1956 by the Company has been annexed along with this report.

10. 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 that:

a. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2014 and of the Profit 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

11. AUDITORS AND AUDITORS'' REPORT

M/s. K. K. Khadaria & Co., Chartered Accountants, Mumbai (Registration No. 103132W) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them. In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Board on the recommendation of the Audit Committee recommends the re- appointment of K. K. Khadaria & Co. as Statutory Auditor of the Company for the next three (3) consecutive financial years i.e. 2014- 15, 2015-16 & 2016-17 that subject to rectification by the shareholders at every Annual General Meeting.

12. SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 7th May, 2014 appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries, Mumbai holding certificate of practice number 5502 issued by The Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by Kothari H. & Associates, Practicing Company Secretary at specified periodicity and the reports are being submitted to respective stock exchanges.

13. LISTING

The Equity Shares of your Company are listed on Pune Stock Exchange Limited, Pune, Maharashtra. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc. The Company has commenced the procedure to get its securities listed on BSE Limited under Direct Listing route from Pune Stock Exchange Limited.

14. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

15. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217(1)(e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company.

During the period under review the Company has not earned any Foreign Exchange and also incurred the Foreign Exchange outgo of Nil.

16. REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

17. ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the sections of employees for the growth of the Company.

BY ORDER OF THE BOARD

Place: Mumbai Date: 7th May, 2014 UMESH LAHOTI CHAIRMAN DIN-00361216

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in placing before you the 28th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS ( in Lac)

Particulars For the year ended on

31st March, 2013 31st March, 2012

Total Income 67.34 15.94

Profit/(Loss) 5.47 9.41 before Tax

Provision Current Tax 2.85 0.02 for Tax Deferred Tax (0.00) 0.01

Tax for Earlier Years 0.00 (0.00)

Profit/(Loss) After Tax 2.65 9 .44

Balance B/F from earlier year 353.76 34432

Balance carried to Balance Sheet 356.42 353,77

1. PERFORMANCE REVIEW

During the year, your Company has performed extremely well as compared to previous year. It has recorded a total income of 67.34 Lac against the total income of '' 15.94 Lac in the previous year, with an increase of 322.70%. The reason behind the increase in total income is due to increase in export sale of cotton yarn and local sale of fabrics. However, Net Profit after Taxation for the financial year ended March 31, 2013 had decreased to '' 2.65 Lac from '' 9.44 Lac due to increase in cost of sales of the Company as compared to the previous year.

2. DIVIDEND

Your Directors recommend No Dividends for the year under review.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report.

4. PUBLIC DEPOSIT

The Company has not accepted deposit from public during the year under review. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

5. SUBSIDIARY COMPANIES

The Company as of March 31,2013 had one subsidiary, Viz. Crystal Tradecom Limited as wholly owned subsidiaries of Hind Commerce Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company,

6. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt, of India has, vide circular No. 5/12/2007-CL-III dated February 08,2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub-section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of Company''s subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Secretarial Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

7. DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Umesh Lahoti, Executive Director, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(1)(g) of the Companies Act, 1956.

8. COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956, a Compliance Certificate from M/s. Kothari H & Associates, Practising Company Secretaries, regarding status on compliance of the provisions of the Companies Act, 1956 by the Company has been annexed along with this report.

9. 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 that:

a. in the preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2013 and of the Profit 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

10. AUDITORS AND AUDITORS REPORT

M/s. K. K. Khadaria & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. K. K. Khadaria & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(lB) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act, 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act,1956.

11. LISTING

The Equity Shares of your Company are listed on Pune Stock Exchange Limited, Pune, Maharashtra. It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees, etc.,

12. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217(1)(e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company.

During the period under review the Company has not earned any Foreign Exchange and also incurred the Foreign Exchange outgo of Nil.

14. REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

15. ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the sections of employees for the growth of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

Placet Mumbai UMESH LAHOTI Date: 28th May, 2013 CHAIRMAN

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in placing before you the 27th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS: (Rs in Thousands)

Particulars For the year For the year ended ended 31st March, 2012 31st March, 2011

Total Income 1593.90 2760.46

Profit/(Loss) before Tax 941.47 2072.57

Provision Current Tax 2.44 265.30 for Tax MAT Credit Entitlement NIL (196.57) Deferred Tax 1.36 NIL Tax for Earlier Years (0,41) 16.43 Profit/(Loss) After Tax 943.98 1987.41

Balance B/F from earlier year 34432.35 32444.94

Balance carried to Balance Sheet 35376.33 34432.35

1. PERFORMANCE REVIEW

During the year, your Company has recorded a total income of Rs 1593.90 against Rs 2760.46 in the previous year, with the decrease of 42.26% due to loss in sale of Investments. Accordingly Net Profit before Taxation for the financial year ended March 31, 2012 had also been decreased to Rs 943.98 from Rs 1987.41 which is decreased of 54.57% in the previous year.

2. DIVIDEND

Your Directors recommend NIL Dividends for the year under review.

3. INCORPORATION OF WHOLLY OWNED SUBSIDIARY

Yours Directors are pleased to inform you, that the year under review, we have incorporated Crystal Tradecom Limited, a Wholly Owned Subsidiary of Hind Commerce Limited on 19th November, 2011. The Company has also got Certificate for Commencement of Business from Registrar of Companies, Maharashtra, Mumbai on 24th November, 2011 for commencing its business operations.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report.

5. PUBLIC DEPOSIT

The Company has not accepted deposit from public during the year under review. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

6. SUBSIDIARY COMPANIES

The Company as of March 31, 2012 had one subsidiary, viz. Crystal Tradecom Limited as wholly owned subsidiaries of Hind Commerce Limited.

No Independent Director on the Board of the Company is required to be inducted on the Board of its subsidiaries as none of the subsidiary is a material non-listed subsidiary Company as defined under revised Clause 49 of the listing agreement. The Audit Committee of the Company reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board meetings of unlisted subsidiary companies are regularly placed at the Board meetings of the Company.

7. ANNUAL ACCOUNTS OF THE SUBSIDIARY COMPANIES

Ministry of Corporate Affairs (MCA), Govt, of India has, vide circular No.5/12/2007-CL-III dated February 08, 2011, issued general exemption under Section 212(8) of the Companies Act, 1956 to the Companies fulfilling the conditions contained in the above circular from complying with the provisions of sub-section (1) of Section 212 of the Companies Act, 1956 which requires holding companies to attach annual accounts and other documents of subsidiary companies to its Balance Sheet. Accordingly, the Company has not attached the annual accounts and other documents of its subsidiaries to this Annual Report. Summarized financial information of each subsidiary has been included in the disclosures to Consolidated Financial Statements of the Company.

Annual Accounts of Company''s subsidiary company and the related detailed information will be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. Interested shareholders may write to Department of the Company in this regard.

The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

8. DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Prakash R. Bang, Non-Executive Independent Director, retire by rotation and are being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 274(l)(g) of the Companies Act, 1956.

9. 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 that:

a. in the preparation of the annual accounts for the year ended March 31 2012, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same, if any;

b. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at March 31, 2012 and of the Profit 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 the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

10. AUDITORS AND AUDITORS'' REPORT

M/s. K. K. Khadaria & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. K. K. Khadaria & Co., Chartered Accountants, to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Companies Act 1956.

The observations made in the Auditors report read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under Section 217 of the Companies Act,1956.

11. LISTING

At present the Company''s Equity Shares are listed at Pune Stock Exchange, Pune and the Company has paid the Listing fees to the above exchange for the financial year ended 2011- 2012.

12. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217 (1) (e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company.

During the period under review the Company has not earned any Foreign Exchange and also incurred the Foreign Exchange outgo of Nil.

14. REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, forms the part of Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

15. ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the sections of employees for the growth of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS

Place: Mumbai UMESH LAHOTI Date: 3rd August, 2012 DIRECTOR

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in placing before you the 26th Annual Report of the Company, alongwith the Audited Statement of Accounts for the year ended 3 1st March, 2011.

FINANCIAL HIGHLIGHTS: (Rs in Thousand)

Particulars For the year For the year ended 31-03-2011 ended 31.03.2010

TotalIncome 2760.46 (974)

Profit/(Loss) before Tax 2072.57 (1953.91)

Provision for Tax Current Tax 265.30 NIL MAT Credit Entitlement (196.57) NIL Deferred Tax NIL (2.54) Tax for Earlier Years 16.43 22.99

Profit/(Loss) After Tax 1987.41 (1974.36)

Balance B/F from earlier year 32444.94 34419.30

Balance carried to BalanceSheet 34432.35 32444.94

1. DIVIDEND:

Your Directors recommend NIL Dividend for the year under review.

2. AUDITORS

M/s. K, K, KHADAR1A & CO., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them U/S 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the Company.

3. DIRECTORS

At the ensuing Annual General Meeting Mr. Ujwal R. Lahoti is liable to retire by rotation and is being eligible for re-appointment.

Mr. Sanjay Rajendra Soni was appointed as an Additional (Independent) Director on 12th May, 2011 in place of Mr. Purshottam Sarda. Applications under Section 257 have been received from some members proposing the candidature of Sanjay Rajendra soni for the post of directorship of the Company. Your directors recommend his appointment as Directors of the Company.

4. EMPLOYEES:

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

5. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217(1) (e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R & D efforts does not apply to the Company. During the period under review the Company has earned Foreign Exchange of Rs. Nil and incurred the Foreign Exchange outgo of Nil.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors'' Report:

a) that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

b) 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 Loss of the Company for that period;

c) 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;

d) that the Directors had prepared the annual accounts on a going concern basis.

7 LISTING:

At present the Company''s Equity Shares are listed at Pune Stock Exchange, Pune and the Company has paid the Listing fees to the above exchange for the financial year ended 2011-12.

8. CORPORATE GOVERNANCE:

The Company has implemented various processes of Corporate Governance, through meetings of the Directors by the Audit and Share Transfer & Investor Grievance Committees of the Board.

The Securities and Exchange Board of India, vide an amendment to the listing agreement, has directed listed Companies to follow a uniform code of Corporate Governance which also includes disclosures in the Annual Report pursuant to Clause 49 of the listing agreement.

Accordingly, a report on the Corporate Governance, auditor''s certificate on compliance of Corporate Governance, and "Management Discussion and Analysis" giving details of the Company''s business and operating results are annexed as a part of the Annual Report for the information of the Shareholders. The Company has obtained certificate from the Managing Director of the Company.

9. ACKNOWLEDGEMENT:

The Directors wish to put on record their appreciation of the wholehearted and sincere co- operation received by the Company from the bankers, buyers and Suppliers.

The Directors also wish to put on record their appreciation of the excellent contribution made by all the employees for the growlh of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTORS



Place: Mumbai UMESH LAHOTI. Date : 25th August, 2011 DIRECTOR

---

Mar 31, 2008

The Directors have pleasure in placing before you the 23rd Annual Report of the Company, along with the Audited Statement of Accounts for the year ended 31 st March, 2008.

FINANCIAL HIGHLIGHTS: (Rs. In Thousand)

Particulars For the year For the year ended ended 31.03.2008 31.03.2007 Income from Trading 50155.35 50220.49 Profit before Tax 7065.94 7767.97 Provision for Tax Current Tax 355.36 515.47 Deferred Tax (0.26) (0.49) Fringe Benefit Tax 2.14 1.13 MAT Credit (142.13) NIL Profit AfterTax 6850.83 7251.86 Balance B/F from earlier year 30388.09 23136.22 Balance carried to 37238.92 30388.08 Balance Sheet

DIVIDEND:

Your Directors recommend NIL Dividend for the year under review.

AUDITORS:

M/s. K K KHADARIA & CO., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them U/S 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the Company.

DIRECTORS:

There has been no change in the composition of the Board of Directors of the Company during the financial year.

EMPLOYEES:

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is not a manufacturing Company and hence the particulars required to be furnished U/s. 217 (1) (e) of the Companies Act, 1956 regarding energy conservation measures, technology absorption and R&D efforts does not apply to the Company. During the period under review the Company has earned Foreign Exchange of Rs. Nil and incurred the Foreign Exchange out go of Nil.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors Report:

a) that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

b) 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 of the Company for that period;

c) 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;

d) that the Directors had prepared the annual accounts on a going concern basis

LISTING:

At present the Companys Equity Shares are listed at Pune Stock Exchange, Pune and the Company has paid the Listing fees to the above exchange for the year 2007-2008 and 2008-2009.

CORPORATE GOVERNANCE:

The Company has implemented various processes of Corporate Governance, through meetings of the Directors by the Audit and Share Transfer & Investor Grievance Committees of the Board.

The Securities and Exchange Board of India, vide an amendment to the listing agreement, has directed listed Companies to follow a uniform code of Corporate Governance which also includes disclosures in the Annual Report pursuant to Clause 49 of the listing agreement.

Accordingly, a report on the Corporate Governance, auditors certificate on compliance of Corporate Governance, and "Management Discussion and Analysis" giving details of the Companys business and operating results are annexed as a part of the Annual Report for the information of the Shareholders. The Company has obtained! certificate from the Managing Director of the Company.

ACKNOWLEDGEMENT:

The Directors wish to put on record their appreciation of the wholehearted and sincere co-operation received by the Company from the bankers, buyers and Suppliers. The Directors also wish to put on record their appreciation of the excellent contribution made by all the employees for the growth of the Company.

FOR & ON BEHALF OF BOARD OF DIRECTOR

Place :Mumbai UMESH LAHOTI Date : 20th June, 2008 DIRECTOR