Directors Report of International Data Management Ltd.

Mar 31, 2024

The Board of Directors of the Company presents herewith
the 47^thAnnual Report together with the Audited Accounts of
the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company are as
follows:

(Rs. in Lacs)

Particulars	Financial Year Ended March 31, 2024	Financial Year Ended March 31, 2023
Total Income	0	0.06
Total Expenses	17.44	165.53
Profit/ (Loss)	(17.44)	(165.47)
Depreciation	0	0
Profit/ (Loss) Before finance Cost	(17.44)	(165.47)
Finance Cost	0	0
Profit/ (Loss) Before Exceptional Items	(17.44)	(165.47)
Exceptional items	0	0
Profit/ (Loss) Before Tax	(17.44)	(165.47)
Tax Expense	0.03	0
Profit/ (Loss) After Tax	(17.47)	(165.47)

2. STATE OF COMPANY’S AFFAIRS

During the year under review loss of Rs. 17.47 Lacs has been
reported by the Company as against the loss of Rs. 165.47
Lacs for the previous year.

No business could be undertaken due to paucity of working
capital and other business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review and
past accumulated losses, the Board of Directors of the
Company does not recommend any dividend for the
financial year ended March 31,2024.

4. RESERVES & SURPLUS

In absence of profits during the year under review, no amount
has been transferred to reserves.

5. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of the Section 92(3) and134(3)(a)
of the Companies Act, 2023 the Annual Return of the
Company is available on the website of the Company at
https://idmlimited.in/annual-return/

6. CHANGE IN NATURE OF BUSINESS. IF ANY

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

7. MEETINGS OF THE BOARD

During financial year 2023-24, the Board met 5 (Five) times
on the below mentioned dates:

I. 29^th May, 2023

II. 10th August, 2023

III. 10^th November, 2023

IV. 8^th December, 2023

V. 12^th February, 2024

The gap between two Board meetings did not exceed one
hundred and twenty days. The following table mentions the
record of attendance at the Board Meetings:

Name of the Director	No. of Board Meetings held	No. of Board Meetings attended
Mr. Sunil K Shrivastava	5	5
Mr. Sashi Sekhar Mishra	5	5
Ms. Rita Gupta	5	5
Mr. P S Ravishankar	5	5
Mr. Suresh Chand Sharma	5	5

8. HOLDING. SUBSIDIARY. ASSOCIATE AND JOINT
VENTURE COMPANIES

During the financial year ended March 31, 2024, the
Company had no holding, subsidiary, associate or joint
venture company. In view of this Form AOC-1 is not attached
with the financial statements of the Company. The Company
is an Associate Company of HCL Corporation Private
Limited, as per the provisions of section 2(6) of the
Companies Act, 2013.

9. SHARE CAPITAL: There was no change in the share
capital of the Company during the year under review.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its own
shares - NIL

10. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the
financial year ended at 31^st March, 2024; the applicable
accounting standards have been followed along with
proper explanation relating to material departures,
wherever applicable;

11. appropriate accounting policies have been selected
and applied consistently and that the judgments and
estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the loss of the
Company for the said period;

iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

iv. in view of expected future business, the annual
accounts for the financial year ended on 31^st March,
2024 have been prepared on a going concern basis;

v. the internal financial controls were followed by the
Company and that internal financial controls are
adequate and were operating effectively; and

vi. proper systems were devised to ensure compliance with
the provision of all applicable laws and the systems were
adequate and operating effectively.

11. SECRETARIAL STANDARD

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

12. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from
each Independent Director in accordance with Section
149(7) of the Companies Act, 2013, that they meet the criteria
of independence as laid out in sub-section (6) of Section 149
of the Companies Act, 2013 and Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015.

13. MANAGEMENT’S DISCUSSION AND ANAYLSIS

Since the Company does not have any operations during the
year under review, therefore there is no data to be reported
under Management Discussion and Analysis as required in
terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

14. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the provisions
related to Corporate Governance are not applicable on the
“Companies having paid up equity share capital not
exceeding Rs. 10 crores and Net Worth not exceeding Rs. 25
crores, as on the last day of the previous financial year”.
Since the Company fulfils the criteria(s) as mentioned above,
the Company is exempted from complying with the
Corporate Governance provisions as envisaged under the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and therefore report on Corporate
Governance for the year under review is not required to be
enclosed along with this report.

15. COMPENSATION POLICY FOR BOARD AND
SENIOR MANAGEMENT

Based on the recommendations of the Nomination and
Remuneration Committee, the Board had approved the
Nomination and Remuneration Policy for Directors, KMP,
Senior Management and other employees of the Company.
The Nomination and Remuneration Policy is annexed to this
report as Annexure 1.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not given
any loan, provided guarantees or made investments under
the provisions of Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered
into any contract or arrangement with any related party
attracting the provisions of Section 188 of the Companies
Act, 2013. In view of this Form AOC-2 is not attached with this
report.

Further, there have been no materially significant related
party transactions between the Company and the Directors,
the management, the associate or the relatives except for
those disclosed in the financial statements.

18. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of the financial year of
the Company to which the financial statements relate and the
date of this report, there were no material changes and
commitments that affects the financial position of the
Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149, 152
and other applicable provisions, if any, of the Companies Act,
2013, one third of such of the directors as are liable to retire
by rotation, shall retire at every Annual General Meeting. The
retiring directors may offer themselves for re-appointment at
every Annual General Meeting. Accordingly, Mr. Sashi
Sekhar Mishra, Director& Manager, shall retire by rotation at
the ensuing Annual General Meeting and being eligible
offers himself for re-appointment in accordance with the
provisions of Companies Act, 2013.

B. There was no change in the composition of the Board of
the Company during the year under review.

C. Formal Annual Evaluation: Pursuant to provisions of
the Companies Act, 2013 the Board has carried out an
evaluation of its own performance, the Directors individually
and the evaluation of the working of its Audit committee,
Nomination & Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholder Relationship
Committee.

D. Key Managerial Personnel: During the year under
review, there was no change in Key Managerial Personnel of
the Company.

20. COMMITTEES OF BOARD:

A. Audit Committee:

The Audit Committee which was constituted on March 31,
2015, was re-constituted on February 12, 2019. The
Committee has adopted a Charter for its functioning. The
primary objective of the Committee is to monitor and provide
effective supervision of the Management’s financial
reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity
and quality of financial reporting.

The Committee met 5 (Five) times during the Financial Year
2023-24 on29^thMay, 2023; 10^thAugust, 2023; 10^thNovember,
2023; 8^thDecember, 2023 and 12^thFebruary, 2024. As on the
date of this report, the Committee is comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was
constituted on March 31, 2015,was re-constituted on
February 12, 2019. The Committee has adopted a Charter for
its functioning. The primary objective of the Committee is to
recommend suggestions to the Board of Directors pertaining
to the Remuneration for Directors, KMP and all other
employees of the Company.

During the Financial Year 2023-24, the Committee met on
29^th May, 2023 and 12th February 2024. As on the date of this
report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

The Nomination and Remuneration Policy of the Company is
Annexed to this Report as Annexure 1.

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was
constituted on March 31, 2015, was re-constituted on
February 12, 2019.The Committee has adopted a Charter for
its functioning. The primary objective of the Committee is to
consider and resolve the grievances of Security Holders of
the Company.

During the Financial Year 2023-24, the Committee met 4
(four) times on29^thMay, 2023; 27^th September, 2023;
6^thNovember, 2023 and 12^thFebruary, 2024. As on the date of
this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was
constituted on February 12, 2019. During the Financial Year
2023-24, the Committee met on 29^th May, 2023. As on the
date of this report, the Committee comprises of:

S. No.	Name of Director	Category	Designation
1	Mr. Suresh Chand Sharma	Independent Director	Chairman
2	Mr. P S Ravishankar	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

The CSR Policy of the Company can be viewed at
https://idmlimited.in/policies-2/

A brief outline of the CSR Policy of the Company and other
details as required in prescribed under Companies
(Corporate Social Responsibility Policy) Amendment Rules,
2021are set out in Annexure 2 of this Report.

21. Vigil Mechanism

The Board at its meeting held on March 31,2015, approved
the Vigil Mechanism that provides a formal mechanism for all
Directors, employees and vendors of the Company to report
genuine concerns or grievances about unethical behavior,
actual or suspected fraud or violation of the Company’s
Code of Conduct.

The Vigil mechanism provides a channel to the employees,
Directors etc to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of
the Code of Conduct or legal or regulatory requirements
incorrect or misrepresentation of any financial statements
and reports, etc. The Vigil Mechanism policy of the Company
is available on the Company’s website at below link:
https://idmlimited.in/policies/

No individual was denied access to the Audit Committee for
reporting concerns, if any, during the year under review.
Further, the Vigil Mechanism prescribes adequate safeguard
against the victimization.

During the year under review, no compliant was received

from any Whistle Blower.

22. Independent Director’s meeting

In compliance with Schedule IV to the Companies Act, 2013
and regulation 25 (3) of the SEBI Listing Regulations, 2015, a
separate meeting of the independent directors was
convened on 12^th February, 2024.

Without the attendance of non-independent directors and
members of management, inter alia, the independent
directors discussed the following:

i. Review the performance of non-independent directors
and the board as a whole;

ii. Review the performance of the chairperson of the
Company, taking into account the views of executive
directors and non-executive directors;

iii. Assess the quality, quantity and timeliness of flow of
information between the Company Management and
the board that is necessary for the Board to effectively
and reasonably perform their duties; and

iv. Review the responsibility of independent directors with
regards to internal financial controls.

23. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

The Members at the 45^thAnnual General Meeting of the
Company held on 14^th September, 2022, approved re¬
appointment of M/s. Purushothaman Bhutani & Co.,
Chartered Accountants, New Delhi (FRN 005484N)as the
Statutory Auditors of the Company for the further term of five
years i.e. from the conclusion of 45^thAnnual General Meeting
until the conclusion of 50^thAnnual General Meeting. M/s
Purushothaman Bhutani & Co., Chartered Accountants
resigned from the office of Statutory Auditor of the Company
vide letter dated 10^thNovember, 2023 due to pre-occupation
in other assignments. There was no other material reason for
resignation of statutory auditor.

The Members of the Company vide resolution passed
through postal ballot process on 24^thJanuary, 2024 (the last
date specified for remote e-voting) for which the voting
results were declared on 25^thJanuary, 2024 approved the
appointment of M/s. V. Nagarajan & Co., Chartered
Accountants, (Firm Registration No. 004879N) to fill the
casual vacancy in the office of Statutory Auditors of the
Company caused by resignation of M/s Purushothaman
Bhutani & Co., Chartered Accountants (FRN 005484N) to
hold the office of Statutory Auditors of the Company until the
conclusion of the ensuing Annual General Meeting of the
Company.

The Auditors’ Report with notes to accounts are self¬
explanatory and, therefore, do not call for further comments.
The Audit Report does not contain any qualification,
reservation or adverse remarks.

Pursuant to the recommendation of the Audit Committee, the
Board of Directors have considered, approved and

recommended to the Members for their approval at the
ensuing Annual General Meeting, the appointment of M/s. V.
Nagarajan & Co., Chartered Accountants, (Firm Registration
No. 004879N) as the Statutory Auditors of the Company, for a
period of 5 (Five) consecutive years from the conclusion of
the 47^thAnnual General Meeting till the conclusion of the
52^ndAnnual General Meeting to be held in the year 2029.

Internal Auditors

The Board of Directors based on the recommendation of the
Audit Committee, had appointed Mr. Ashish Mittal (M.No
518891) a qualified Chartered Accountant as the Internal
Auditors of the Company for the financial year 2023-24.

Secretarial Auditor

The Board has appointed M/s Rana& Associates, Practicing
Company Secretaries (CP No. 22302) to conduct the
secretarial audit for the financial year 2023-24 i.e. from
1 ^stApril, 2023 to 31^st March, 2024. The Secretarial Audit report
is annexed herewith marked as Annexure 3 to this report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks.

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

Considering the nature of activities of your Company and fact
that there has been no business in the Company during the
year under review, there are no particulars to be furnished in
respect of conservation of energy and technology
absorption. There were no foreign exchange earning and
outgo during the year under review.

25. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees
covered under section 197 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
managerial Personnel) Rules, 2014. Due to paucity of
resources, no remuneration was paid to managerial
personnel & KMPs of the Company, during the year under
review. In view of above, the statement of disclosure of
Remuneration as required under Section 197(12) of the Act
and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)Rules, 2014
(‘Rules’), is not applicable for the period under review.

26. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls commensurate with the volume of the transactions
of the Company and are operating effectively. During the
year under review, such controls were tested and no
reportable material weakness was observed.

27. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013,
the Company has laid down Risk Management Policy to
inform Board Members about the risk assessment and

minimization procedures.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of
fraud by the officers or employees of the Company for the
financial year under review.

29. PUBLIC DEPOSITS

As on 31^st March, 2024, neither the Company has not
accepted any public deposit nor there is any unclaimed
deposit. Further, there is no amount of principal or interest
outstanding on public deposit as on the date of Balance
Sheet

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future
operations.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

In view of number of employees being less than prescribed
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 Internal
Complaints Committee under the said Act is not required to
be constituted. Further, no compliant regarding sexual
harassment was received during the year under review and
no compliant was outstanding.

32. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central
Government under Section 148(1) of Companies Act, 2013
isnot applicable to the Company.

33. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, for the year under
review:

a) No application has been admitted against the Company
under the Insolvency and Bankruptcy Code, 2016.

b) There was no instance of one-time settlement with any
bank or financial institution.

c) The Company does not have any subsidiary Company,
therefore providing details of payment of
remuneration/commission to executive directors from
subsidiary companies is not applicable.

d) As on date of this report no employee stock option plan
of the Company exists and accordingly no stock options
have been granted by the Company till date.

e) There was no instance of issue of equity shares with
differential rights as to dividend, voting or otherwise and
Issue of shares (including sweat equity shares) to
employees.

f) There were no unclaimed and unpaid dividends amount
/ the corresponding shares which were due to be
transferred to Investor Education and Protection Fund
during the financial year 2023-24.

g) The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

h) The equity shares of the Company are listed at the BSE
Limited (Scrip Code 517044). The Company has paid
the annual listing fee for the financial year 2024-25 to
BSE Limited.

i) During the year under review, the Company did not
obtain any credit rating.

j) There was no buy-back of shares under Section 67(3) of
the Companies Act, 2013.

34. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the

Government authorities, Bankers and Shareholders for their

co-operation and unstinted support extended to the

Company during the year under review.

By order of the Board
For and on behalf of Board of Directors

Sd/-

Sunil K Shrivastava

Director
DIN: 00259961
Address: S-1/730,Sector-5, Vaishali,
Ghaziabad -201012

Sd/-

Sashi Sekhar Mishra
Director & Manager
DIN: 03072330
Address: YB-355, Lane No. 16, Pocket-6
NTPC Anandam Society,
Greater Noida (UP) - 201308

Place: New Delhi
Date: 12 August, 2024

---

Jun 30, 2015

The Board of Directors of the Company presents herewith the Thirty Eighth Annual Report together with the Audited Accounts of the Company for die Accounting year ended 30th June, 2015 i.e. from April 1, 2014 to June 30, 2015.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs)

Particulars Accounting Financial Year Year 2014-15 2013-14

Total Income 1.77 24.05

Total Expenses 15.33 24.74

Profit/(Loss} (13.56) (0.69)

Depreciation 0.07 0.11

Profit/ (Loss) Before (13.63) (0.80) finance Cost

Finance Cost 0.02 -

Profit/ (Loss) Before (13.65) (0-80) Tax

Profit/ (Loss) After (13.65) (0.80) Tax

Accumulated Losses (1,369.54) (1,355.90)

STATE OF COMPANY'S AFFAIRS

During the year under review loss of Rs. 13.65 Lacs has been reported by the company as against the loss of Rs. 0.80 Lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

In view of the losses incurred during the accounting year 2014-15, No amount was transferred to reserves.

DIVIDEND

In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Animal Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 1].

MEETING OF THE BOARD

The Board met Seven times during the Accounting Year 2014-15, the details of which are given below:

29-May-2014 7-Aug-2014 1-Oct-2014 12-Nov-2014

13-Feb-2015 31-Mar-2015 14-May-2015

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of die Companies Act, 2013, Your Directors confirm that:

(i) In the preparation of the Annual Accounts for the financial year ended at 30th June, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) Appropriate accounting policies have been selected and applied consistendy and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the loss of the Company for the said period;

(iii) Proper and sufficient care has been taken for die maintenance of adequate accounting records in accordance with the provisions of the Companies Act, '2013 for safeguarding the assets of the Company and for preventing and detecting of fraud and odier irregularities;

(iv) In view of expected future business, the annual accounts for the accounting year ended on 30th June, 2015 have been prepared on a going concern basis;

(v) The internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and

(vi) Proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (G) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement,

COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that: '

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 2].

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loans, given guarantees and investments made during the year attracting the provisions under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the accounting year under review, the company has not entered into any contract or arrangement with anv related party attracting the provisions of Section 188 of the Companies Act, 2013.

Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the associate or the relatives except for those disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS

During the year-under review, there was no material changes and commitments except the financial year of the Company was extended for a period of three months i.e. upto June 30, 2015, that affects the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statement relates and to the date of the report,

CORPORATE SOCIAL RESPONSIBILITY

The Company doesn't satisfy any criteria envisaged under the Companies Act, 2013 requiring it to comply with Section 135 and rules made thereunder.Therefore, the Company has neither constituted CSR Committee nor have any profits to spend towards social responsibility.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Change during the year:

The details about change in the directors or key managerial personnel by way of appointment, resignation or by change in designation are given below:

A. During the year, Mr. Neelesh Agarwal who was appointed as Director of the Company resigned from his office w.e.f. March 31, 2015.

B. Company has appointed Mr. P.S.Ravishankar and Mr. Suresh Chand Sharma as Independent Directors in terms of section 149 of the Companies Act,2013. Tire Board places before the members Directors w.e.f. 31st March, 2015 for a period of five years to comply with the provisions for approval of their appointment The Board has received declaration from all the Independent Directors that they meet the criteria of independence prescribed under Companies Act, 2013.

C. Ms. Rita Gupta has been appointed, as Women Director in'terms of Section 149 of the Companies Act, 2013, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

D. Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishrawere appointed as Additional Director w.e.f 31st March, 2015, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

E. Mr. Kuldeep Singh Pathania was appointed as Chief Financial Officer of the Company w.e.f 31st March, 2015.

F. Mi-. Sashi Sekhar Mishra was appointed as Manager w.eiMarch 31, 2015. The Board do recommend to confirm his appointment in the ensuing Annual General Meeting.

II. Formal Annual Evaluation pursuant to provisions of the companies Act, 2013 the Board has earned out an evaluation of its own performance, the Directors individually and the evaluation of the working of its Audit, nomination & Remuneration committees.

COMMITTEES OF BOARD

A. Audit Committee:

Our Audit Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee met once since the date of its constitution on 14th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. P S Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Sharma Director

B. Nomination and Remuneration Committee:

Our Nomination & Remuneration Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all other employees of the Company.

The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. PS Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Sharma Director

C. Stakeholder Relationship Committee

Our Stakeholder Relationship Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. P S Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Director Sharma

D. Vigil Mechanism

The Board at its meeting held on March 31, 2015, approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Companyto report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc.

The Vigil Mechanism Policy for Directors and employees is annexed to this report [Annexure 3].

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors of die Company, M/s S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; who has been appointed till 40th AGM and who have confirmed their eligiblity and willingness, shall be ratified at the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013 read with die Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D, Chopra & Associates (FRN - 003789N), Chartered Accountants, as the auditors of the Company to hold die office from the conclusion of ensuing Annual General Meeting until the conclusion of 40th Annual General Meeting of the Company.

The Auditors' Report with notes to accounts are self- explanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks,

Secretarial Auditor

The Board has appointed M/s Siddiqui & Associates, Practicing Company Secretaries, to conduct the secretarial audit for the Accounting year 2014-15 i.e. from 1st April, 2014 to 30th June, 2015. The Secretarial Audit report is annexed herewith marked as Annexure 4 to this report. The SecretarialAudit Report does not contain any qualification, reservation or adverse remarks.

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

As there has been no business activities in the company during the year under review, the information required under Section 134 of the Companies Act,2013 read with die Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 is NILand hence not provided.

PARTICULARS OF EMPLOYEES

During the year under review, there are no employees in the Company. Therefore, Section 134of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 does not apply,

MANAGERIAL REMUNERATION

During die year under review, no managerial remuneration was paid.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company during die year under review.

By order of the Board

For and on behalf of Board of Directors

Sunil Kumar Shrivastava

Director

DIN : 00259961

Address : 12, Aakrti Apparment, I.P. Extn, Patparganj, Delhi-110092

Sashi Sckhar Mishra

Director & Manager

DIN : 03072330

Address : H-126, KJlokari Jang Pura,

New Delhi-110019

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Mar 31, 2014

To the Members

The Board of Directors of the Company presents herewith the Thirty Seventh Annual Report together with the Audited Accounts of the Company for the Accounting year ended 31st March, 2014.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs) Financial Year Particulars 2013 - 2014 2012 - 2013

Other Income 24.05 -

Profit/(Loss) (0.69) (4.56)

Depreciation 0.11 0.11

Profit/(Loss) Before Tax (0.80) (4.67)

Profit/(Loss) After Tax (l-l7) (4.67)

Accumulated Losses (1725.04) (1723.87)



Review of Operations

During the year under review loss of Rs.1.17 lacs has been reported by the company as against the loss of Rs. 4.67 lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

Dividend

In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neelesh Agarwal, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act,

19S6 your Directors confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended at 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistency and that tie judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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 of fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended at 31" March, 2014 have been prepared on a going concern basis.

Auditors and Auditors'' Report

The Auditors of the Company, S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; retire at the ensuing Annual General Meeting have confirmed their eligibility and willingness to accept the office of Auditors if re- appointed. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants, as the auditors of the Company to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of 40 Annual General Meeting of the Company,

The Auditors'' Report with notes to accounts are self- explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of me limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo.

As there has been no business activities in the company during the year under review, the information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 198B is nil and hence notprovided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

By Order of the Board For and on behalf of Board of Directors

Suresh Chand Sharma Neelesh Agarwal Director Director

Place : New Delhi Date :29th May 2014

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Mar 31, 2013

To the Members

The Board of Directors of the Company presents herewith the Thirty Sixth Annual Report together with the Audited Accounts of the Company for the Accounting year ended 31st March, 2013.

The highlights of the financial results of your Company are as follows:

(Rs.in Lacs)

Financial Year Particulars 2012 - 2013 2011 - 2012

Income

Profit /(Loss) (4.56) (4.80)

Depriciation 0.11 0.11

Profit /(Loss) Before Tax (4.67) (4.91)

Profit /(Loss) After Tax (4.67) (4.91)

Accumulated Losses (1723.87) (1719.20)

Review of Operations

During the year under review loss of `4.67 lacs has been reported by the company as against loss of ` 4.91 lacs for the previous year.

No business could be undertaken due to paucity of working capital .

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Suresh Chand Sharma, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies

Act, 1956, your Directors confirm that :

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

Auditors and Auditors'' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants; retiring at the forthcoming Annual General Meeting, have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors'' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

By Order of the Board

For and on behalf of Board of Directors

Suresh Chand Sharma Neelesh Agarwal Director Director

Place : Noida

Date : 30th May 2013

---

Mar 31, 2012

The Directors of your Company hereby present the 35th Annual Report of your Company together with the Audited Accounts for the Financial year ended at 31st March, 2012.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs)

2011-2012 2010-2011

Income (Credit Balance written back) - 2.91

Profit/(Loss) (4.80) (5.64)

Depreciation 0.11 0.11

Profit/(Loss) Before Tax (4.91) (5.75)

Profit/(Loss) After Tax (4.91) (5.75)

Accumulated Losses (1719.20) (1714.29)

Review of Operations

During the year under review loss of Rs.4.91 lacs has been reported by the company as against loss of Rs. 5.74 lacs for the previous year.

No business could be undertaken due to paucity of working capital.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. P.S. Ravishankar, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

Directors' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

Auditors and Auditors' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants; retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

For and on behalf of Board of Directors

Neelesh Agarwal P.S. Ravishankar Director Director

Place : Noida

Date : 30th May 2012

---

Mar 31, 2011

To the Members

The Directors of your Company hereby present the 34 Annual Report of the Company together with the Audited Accounts for the Financial year ended 31st March, 2011.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs)

2010-2011 2009-2010

Gross Income 2.91 0

Operating Profit/(Loss) (5.64) (4.42)

Depriciation 0.11 0.13

Profit/(Loss) Before Tax (5.75) (4.55)

Profit/(Loss) After Tax (5.75) (4.55)

Profit/(Loss) Carried Over (1714.29) (1708.54)

Review of Operations

During die year under review loss of Rs. 5.75 lacs has been reported by die company as against loss of 4.55 lacs for the previous year.

No business could be undertaken due to paucity of working capital.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Neelesh Agarwal, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) appropriate accounting policies have been selected and applied consistendy and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of die Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) in view of expected future business, the annual accounts for the financial year ended 31st March, have been prepared on a going concern basis.

Auditors and Auditors' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government audiorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

For and on behalf of Board of Directors

Neelesh Agarwal P. S. Ravishankar Director Director

Place : Noida Date : 26th May 2011

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Mar 31, 2010

The Directors of your Company hereby present the 33rd Annual Report of the Company together with the Audited Accounts for the Financial year ended 31 st March, 2010.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs) 2009 - 10 2008 - 09 Gross Income 0 0

Operating Profit/(Loss) (4.42) (5.67)

Depreciation 0.13 0.14

Profit/(Loss) Before Tax (4.55) (5.81)

Fringe Benefits Tax 0 0.13

Profit/(Loss) after Tax (4.55) (5.94)

Profit/ (Loss) Carried Over (1708.54) (1703.99)

Review of Operations

The Income of the Company during the year was nil as against the same lor the previous year.

No business could be undertaken during the year under review.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Suresh Chand Sharma, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that :

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken 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

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

Auditors and Auditors Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re appointed.

The Auditors Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Kmployees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorp- tion And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders lor their co-operation and unstinted support extended to the Company.

For and on behalf of the Board of Directors

Neelesh Agarwal P. S. Ravishankar

Director Director

Place : Noida

Date : 24th May, 2010