Directors Report of Jai Mata Glass Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting the Forty-fourth (44^th) Annual Report on the business and operations of Jai Mata Glass Limited ("Company”) together with the Standalone audited financial statements of your Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

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

(Rs. Lacs)
Particulars	Current Year 2023-24	Previous Year 2022-23
Sales & operating Income	45.41	31.65
Other Income	7.95	7.51
Total Income	53.36	39.16
Total Expenses	51.81	37.98
Profit/(loss) before tax	1.55	1.18
Current Tax	0.00	0.00
MAT Credit entitlement	0.00	0.00
Profit/ (Loss) for the year	1.55	1.18

2. STATE OF COMPANY''S AFFAIRS AND OVERVIEW OF PERFORMANCE:

During the Financial year 2023-24, the total revenue from operations of the Company was at Rs. 45.41 Lacs as against Rs. 31.65 Lacs in previous year 2022-23. Further, Net Profit for the year is Rs. 1.55 Lacs as compared to Rs. 1.18 Lacs in previous year 2022-23. The Earning per Share for the year was Rs. 0.002 as compared to Rs. 0.001 in previous year.

The financial performance of your Company is expected to improve during the financial year 2024-25. The Company continue to make significant progress in building new business & revenue-lines on the back of existing platform capabilities. Your directors are planning to diversify the business of the Company in new segments and areas. These initiatives also enabled the improved performance and, Directors are further hopeful that business environment shall improve in the near future.

3. TRANSFER TO RESERVES:

During the year under review, the Board does not propose to transfer any amount to reserves.

4. DIVIDEND:

The Company has earned a profit of Rs. 1.55 Lacs during the financial year 2023-24, however, with a view to conserve resources and to exploring new business opportunities, no dividend is recommended for the period under review.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:

On April 11, 2024, Chief Financial Officer of the Company, Mr. Lalit Mohan Anand has left us for the heavenly abode. Mr. Anand''s sudden and unexpected passing away will be irreparable loss to the family, organisation and also for everyone associated with him.

To fill up the vacancy, Mr. Rajesh Arya, having vast experience of around 40 years in handling financial side of the business has been appointed as Chief Financial Officer (CFO) of the Company w.e.f 6^th May, 2024.

Except mentioned above, there has been no material changes which has affected the financial position of your Company between the end of the financial year and the date of this Report.

There has been no change in the nature of the business of the Company.

6. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 117,500,000/- (Rupees Eleven Crore Seventy-Five Lakh) divided into 100,000,000 (Ten Crore) equity shares of Rs. 1/- (Rupees One) each and 175,000 (One Lakh seventy five thousand) preference Shares of Rs 100/- (Rupees Hundred) each.

The Paid-up Share Capital of the Company is Rs. 100,000,000/- (Rupees Ten Crore) divided into 100,000,000 (Ten crore) equity shares of Rs. 1/- (Rupees One) each.

Further, there is no change in Authorized Share Capital and Paid-up Share Capital of the Company during the financial year under review.

7. SUBSIDIARIES , JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year, no company had become a subsidiary or associate company of your Company. Further, your Company had not entered into any joint venture with any other company or other entity.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 4 and 6 of the audited accounts.

9. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section which forms part of the Annual Report as "Annexure A"

10. DEPOSITS:

The Company has not accepted any deposits from the public during the period under review.

11. BOARD OF DIRECTORS:

The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015.

During the year 2023-24, The Board of Director is comprised of the following Directors:

1. Mr. Chander Mohan Marwah- Managing Director

2. Mrs. Anu Marwah- Non-Executive Women Director

3. Mr. Krishan Kant- Independent Director

4. Mr. Parminder Singh Kalsi - Independent Director

Mrs. Anu Marwah (DIN: 00645865), Director of the Company, retires by rotation at the ensuing annual general meeting and, being eligible, has offered herself for reappointment.

Mr. Parminder Singh Kalsi having, DIN-10152883, has been appointed as Non- Executive Independent Director w.e.f from 18^th May, 2023 duly approved by Shareholders of the Company in the previous Annual General Meeting.

Further, Mr. Vijay Kumar Nayar has resigned from the Directorship of the Company w.e.f 18^th May, 2023.

Mr. Chander Mohan Marwah, subject to shareholder approval, has been reappointed as a Managing Director for a period of 3 years w.e.f 7^th July, 2024.

12. DECLERATION FROM INDEPENDENT DIRECTORS:

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting during the year for the financial year 2023-24 on 27^th March, 2024. The said meeting was attended by the Independent Directors of your Company.

13. MEETINGS:

A calendar of Meetings of the Board of Directors of your Company is prepared and circulated in advance to the Directors.

During the year under report, 5 (Five) Board Meetings and 5 (Five) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings, Four (4) Stakeholders Relationship Committee Meetings and 1(one) Independent Directors'' Meeting were convened. The details of the meetings are Provided in the Corporate Governance Report which forms part of the Annual Report.

The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

14. COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board. The composition of the various committees as on 31.03.2024 is as under:

S. No.	Name of the Committee	Chairman	Members
1.	Audit Committee	Mr. Krishan Kant	Mr. Chander Mohan Marwah Mr. Parminder Singh Kalsi
2.	Stakeholders Relationship Committee	Mr. Krishan Kant	Mr. Chander Mohan Marwah Mrs. Anu Marwah
3.	Nomination and Remuneration Committee	Mr. Parminder Singh Kalsi	Mr. Krishan Kant Mrs. Anu Marwah

15. KEY MANAGERIAL PERSONNEL (KMPs):

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole-time key managerial personnel of your Company as at March 31, 2024:

a. CEO/ Managing Director/Manager: Mr. Chander Mohan Marwah is appointed as Managing Director of the Company w.e.f 7 July, 1995.

b. Chief Finance Officer (CFO): Mr. Lalit Mohan Anand as CFO of the Company upto 11.04.2024.

Mr. Rajesh Arya was appointed as CFO w.e.f 06.05.2024.

c. Company Secretary & Compliance Officer: Ms. Amrita Mittal was appointed as Company Secretary & Compliance Officer of the Company in terms of provisions of Section 203 of Companies Act, 2013 w.e.f. 26.10.2019.

16. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:

The Board in consultation with the Nomination and Remuneration Committee annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including Independent Directors. As an evaluation methodology, the Board may use any method(s) as it may deem appropriate in order to assess the Board/committees effectiveness and Director''s performance. Some of the indicators/criteria based on which the Independent Directors are evaluated are personal qualities and substantial business/ professional experience, status in society, ability and willingness to devote time.

Pursuant to the provisions of the Companies Act 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

17. BUSINESS RISK MANAGEMENT:

The Board encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of business risk, risk tolerance limits and risk exposure related to specific issues. As the Risk Management is an integral part of the Company''s business strategy, the board reviews compliances with the risk policies and provides an oversight of risk across the organization.

The Audit Committee also keeps an oversight in matters of financial risks and controls. The major risks, as may be identified, are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board there are no risks which may threaten the existence of the Company.

18. REQUIREMENT OF MAINTAINENCE OF COST RECORD:

Your Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit earned by the Company during 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts of the Company on a ''going concern'' basis;

e. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved. The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

22. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the year ended March 31, 2024, which includes a feature of recording audit trail (edit log) facility and the same was enabled during the year.

23. STATUTORY AUDIT:

M/s Khiwani & Co, Chartered Accountants, (Firm Registration No. 002589N), New Delhi, were appointed as Statutory Auditors of the Company for a period of 5 years upto the AGM to be held in 2027, have intimated that they are not willing to hold office after the ensuring 44^th Annual General Meeting of the Company.

Pursuant to discussions with M/s Khiwani Sood & Associates, Chartered Accountants (Firm Registration No. 040433N), who had expressed their willingness to be appointed to the said office and that the appointment, if made, would be within the limits provided under the Companies Act, 2013, it is proposed to appoint them as Statutory Auditor of the Company for a period starting with conclusion of the ensuring 44^th Annual General Meeting of the Company and up-to conclusion of the next Annual General Meeting of the Company.

M/s Khiwani Sood & Associates, Chartered Accountants, have confirmed their eligibility for continuing as Auditors for Financial Year 2024-25.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not require any further comments. There is no qualification or adverse remark in the Auditors Report which requires the directors to give any explanation.

24. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Navneet Kumar & Associates (Peer Review No. 3184/2023) Certificate of Practice No: 8700, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial year 23-24. The Secretarial Audit Report for the year under review is attached as "Annexure C".

Further, the Board in their meeting held on 24.05.2024 has re-appointed M/s. Navneet Kumar & Associates, Practicing Company Secretaries having Peer Review No. 3184/2023 as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2024-25.

25. INTERNAL AUDITOR

The internal audit of Company is being carried out by Mr. Santosh Kumar Aggarwal, Internal Auditor of the Company and has been re-appointed for the financial year 2024-25 by the Board in their meeting held on 24.05.2024.

The Internal Auditor carries out examination and evaluation of the efficacy and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company and its subsidiaries. The observations of the Internal Auditor in their report are discussed by the management of your Company and corrective action, if any, is taken on immediate basis.

26. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015. Mr. Navneet Kumar, Practicing Company Secretary, has certified that none of the Directors on the Board of the Company for the Financial year ended 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority.

The aforesaid Certificate is attached as "Annexure B"

27. CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standard of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the prescribed stipulations. The Report on Corporate Governance, as stipulated under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

28. EXTRACT OF ANNUAL RETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013, The Annual Report of your Company for the year 2022-23 is available for viewing on your Company''s website at www.jaimataglass.com. The Annual Return and its extract as on 31^st March, 2024 is available on the Company''s Website at www.jaimataglass.com after filing of the same.

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo: Rs., Lacs

Foreign Exchange Earned Nil

Foreign Exchange Used Nil

30. INTERNAL CONTROL SYSTEMS:

The Company''s internal control systems is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The Company''s internal control is commensurate with the size, nature and operations of the Company.

31. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints system where any grievance of sexual harassment at workplace can be reported. The objective is to provide its women employees, a workplace, free from harassment/discrimination and every employee is treated with dignity and respect.

Your Directors declared and confirm that no complaint pertaining to sexual harassment at workplace has been reported during the financial year ended March 31, 2024.

32. PAYMENT OF ANNUAL LISTING FEE TO BSE:

The Company has paid Annual Listing Fee of Rs. 3,83,500 (Inclusive GST) for the Financial year 2023-24 to BSE Limited in June2023.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND TRIBUNALS

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

34. COMPLIANCE OF THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards.

35. PARTICULARS OF EMPLOYEES:

There is no employee who was employed throughout the year or who was employed for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particulars of Employees) Rules 1975.

36. ACKNOWLEDGEMENTS:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 34th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2014. The financial highlights are as under:

FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Particulars Current Year Previous Year 2013-14 2012-13

Sales & Operating Income 0.15 2071.07

Profit/Loss for the year before Depreciation, Financial (25.41) (353.67) Charges & Exceptional Items

Less:

Financial Charges 0.36 4.93

Depreciation 5.34 5.70 56.01 60.94

Net Profit/(Loss) before Tax & Exceptional Items (31.11) (414.61)

Income Tax Paid/ Adjusted for earlier years - - (0.50) (0.50)

Net Profit/(Loss) after Tax& before Exceptional <31.11) (415.11) Items/Extraordinary items

Exceptional /Extraordinary Items (3.77) (193.89)

Net Profit/(Loss) for the year (34.88) (609)

Profit/ (Loss) brought forward (1547.91) (938.91)

Balance Carried Forward (1582.80) (1547.80)

OPERATIONS AND PERFORMANCE:

Your Company achieved a turnover of Rs.0.15 lacs as compared to Rs. 2071.07 lacs in the previous year.

DIVIDEND:

In absence of profits, your Directors do not recommend any dividend on shares for the year under review.

CONSTITUTIONAL VALIDATY OF ENTRY TAX:

The writ petition filled by the Company, challenging the constitutional validity of entry tax levied in April 2010 in the State of Himachal Pradesh is still pending before the Hon''ble High Court of Himachal Pradesh at Shimla. The Company does not consider itself liable on this account and accordingly, no liability has been provided in books of account of the Company.

DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE:

The Company is in loss since long time and in current year there is also no profit so the provisions of CSR under section 135 of Companies Act, 2013 is not applicable on the Company.

SUBSIDIARIES:

There is no subsidiary of the Company as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE:

Your Company took necessary measures to comply with requirements of clause 49 of the Listing Agreements of Stock Exchanges. A report on Corporate Governance along with a Certificate of Compliance from the Auditors forms part of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Through vide general Circular No. 08/2014 ministry has clarified that auditor''s report and Board Report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956. So after this clarification

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed that:

- In the preparation of the annual accounts, the applicable accounting standards has been followed;

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 at the end of the financial year and of the Loss incurred by the Company during the year under review;

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 or corresponding provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts of the Company has been prepared on a "going concern" basis.

DIRECTORS:

Mr. Samir Katyal, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

It terms of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Ambarish Chatterjee and Mr. Sajeve Deora are proposed to appoint as an Independent Directors of the Company for three (3) consecutive years for a term upto the conclusion of 37th Annual General Meeting.

The Company has also received declarations from Mr. Ambarish Chatterjee and Mr. Sajeve Deora, confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Act and under Clause 49 of the Listing Agreement. The requisite resolutions are being included in the notice of Annual General Meeting for approval of the Shareholders of the Company.

AUDITORS'' OBSERVATIONS:

The Auditors'' Report on Accounts has been duly considered by the Board. The auditors of the Company in their report have drawn attention to certain matters, which are explained as under:-

a) Your Company is in the process of obtaining confirmation of balances of loans, debtors, advances and liabilities. Settlements have been made with some of its creditors/ debtors and efforts are being made to settle with the other creditors/ debtors.

b) Your Company''s management is making efforts to explore other business activities, and therefore, has prepared the annual accounts on a "going concern" basis.

c) Your Company is facing financial constraints for which reason some statutory dues are yet to be deposited by your Company. The interest and the penalties on late payments will be accounted for as and when the dues are paid/ settled.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956, UNDER SUB-SECTION (1) (e):

The information which is required to be given under Section 217(I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 , regarding conservation of energy, technology absorption is not provided as the manufacturing facilities of your Company were not in operations during the year under review

Your Company did not have any income during the year which resulted or may result in inflow of foreign exchange.

Your Company did not incur any expenditure during the year which resulted or may result in outflow of foreign exchange

INFORMATION UNDER SUB SECTION [(2A)] OF SECTION 217 OF THE COMPANIES ACT, 1956:

No employee was in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, whose particulars are required to be disclosed in this report.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Central & State Governments, shareholders and business associates for their continued co- operation and support and look forward to their continued support in future as well.

By Order of the Board of Directors

Place : New Delhi C. M. Marwah

Dated : April 22, 2014 (MANAGING DIRECTOR)

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Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended March 31,2013. The financial highlights are as under:

FINANCIAL RESULTS:

(Rs. In lacs)

Particulars Current Year Previous Year 2012-13 2011-12

Sales & Operating Income 2,071.07 5,837.20

Profit/Loss for the year before Depreciation, Financial (353.67) (193.61)

Charges & Exceptional Items

Less: -

Financial Charges 4.93 21.64

Depreciation 56.01 60.94 60.20 81.84

Net Profit/(Loss) before Tax & Exceptional Items (414.61) (275.45)

Income Tax Paid/ Adjusted for earlier years -0.50 (0.50) -0.07 (0.07)

Net Profit/(Loss) after Tax & before Exceptional (415.11) (275.38)

Items/Extraordinary items_

Exceptional / Extraordinary Items (193.89) 220.00

Net Profit/(Loss) for the year (609.00) (55.38)

Profit/(Loss) brought forward (938.91) (883.53)

Balance Carried Forward (1,547.91) (938.91)

OPERATIONS AND PERFORMANCE:

Your Company achieved a turnover of Rs. 2,071.07 lacs as compared to Rs. 5,837.20 lacs in the previous year. For various reasons beyond the control of management of the Company, it had to cool down its furnace on August 2012 and production operations were closed thereafter.

DIVIDEND:

In absence of profits, your Directors do not recommend any dividend on shares for the year under review.

REFERENCE TO LABOUR COMMISSIONER:

Your Company made an application, in September 2012 to the Office of Labour Commissioner under section 25-0 of Industrial Dispute Act, 1947 seeking permission to close the unit. After following the due process, the Labour Commissioner finally granted conditional permission in its order dated November 17, 2012 to close the establishment at Village Tipra, Barotiwala, Distt. Solan (H .P) w.e.f. December 25, 2012 with a specific condition that the management shall pay all the legal dues.

Your Company paid off all the legal dues to the employees as per the directions of Labour Commissioner (H.P), followed up by an amount of further Settlement amount in pursuance to the Award announced regarding settlement through Labour- Cum-Conciliation Officer Baddi (H.P).

SALE OF ASSETS:

The Directors of your Company having found that the assets of manufacturing plant of the Company were no longer useable and therefore, decided to scrap all equipment installed and construction rubble at the manufacture plant. The decision was approved by Members of the Company at their meeting held on May 07,2013.

The process for sale of aforesaid scrap is under way and the Company expects to realize an amount in excess of Rs. 423 Lacs therefore.

CONSTITUTIONAL VALIDATY OF ENTRY TAX:

The writ petition filled by the Company, challenging the constitutional validity of entry tax levied in April 2010 in the State of Himachal Pradesh is still pending before the hon''ble High Court of Himachal Pradesh at Shimla. The Company does not consider itself liable on this account and accordingly, no liability has been provided in books of account of the Company. LISTING WITH STOCK EXCHANGE:

Your Company is listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

DEPOSITS:

Your Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE:

Your Company took necessary measures to comply with requirements of clause 49 of the Listing Agreements of Stock Exchanges. A report on Corporate Governance along with a Certificate of Compliance from the Auditors forms part of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, it is hereby confirms that:

- In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures (if any);

- 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 at the end of the financial year and of the Loss of the Company for the period under review;

- 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;

- Though the Companies sole Unit being closed in the current financial year and Building and Plant & machinery being disposed off in the ongoing financial year; the Company annual accounts for the year ended as on March 31, 2013 have been prepared on "going concern" basis as the Board is trying to explore other business activities.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Samir Katyal retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment as Director of your Company.

AUDITORS:

The Auditors of the Company, M/s. P. K. Maheshwari & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Auditors have informed that their re-appointment, if made shall be within limits prescribed under section 224(1B) of the Companies Act, 1956. AUDITORS'' OBSERVATIONS:

The Auditors'' Report on Accounts has been duly considered by the Board. The auditors of the Company in their report have drawn attention to certain matters, which are explained as under:-

a) Your Company is in the process of obtaining confirmation of balances of loans, debtors, advances and liabilities. Your Company has also entered into settlement with some of its creditors/ debtors during the ensuing Financial Year and is making efforts to settle with the remaining creditors/ debtors.

b) Your Company''s management is trying its best to explore other business activities, and therefore, has the annual accounts for the year ended as on March 31,2013 have been prepared on "going concern" basis.

c) Your Company is facing with financial constraints for which reason some statutory dues are yet to be deposited by your Company. The interest and the penalties, if any, levies on such late payments will be accounted for as and when the dues are paid/ settled.

Comments of the Management on above matters pointed out by Auditor of the Company:

The Management of the Company is confident of regularising all dues in the current year.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956. UNDER SUB-SECTION m (el:

The information which is required to be given under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is provided in Annexure I.

INFORMATION UNDER SUB SECTION [(2AH OF SECTION 217 OF THE COMPANIES ACT. 1956:

No employee was in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, whose particulars are required to be disclosed in this report.

INDUSTRIAL RELATIONS:

Your Directors also wish to place on record their deep appreciation of the wholehearted co-operation and contributions of the employees at all levels.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Central & State Governments, shareholders and business associates for their continued co- operation and support and look forward to their continued support in future as well.

For and on behalf of the Board of Directors

Place: New Delhi C.M. Marwah

Dated: June 03,2013 (Managing Director)

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Mar 31, 2010

The Directors take pleasure in presenting the 30th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2010. The financial highlights are as under:

FINANCIAL RESULTS : (Rs. in lacs)

Particulars Current Year Previous Year

2009-10 2008-09

Sales & Operating Income 4612.86 4585.30

Profit / (Loss) for the year before Depreciation,

Financial Charges & Exceptional Items 285.18 134.12

Less :

Financial Charges 60.06 27.61

Depreciation 58.35 118.41 139.62 167.23 Net Profit/(Loss) before Tax & Exceptional Items 166.77 (33.11)

Provision for Fringe Benefit Tax 0.00 1.60

Income Tax Paid/Adjusted for earlier years 0.11 0.11 0-19 1.79

Net Profit/(Loss) after Tax & before

Exceptional Items 166.66 (34.90)

Exceptional Items 116.68 22.04

Net Profit/(Loss) for the year 283.34 (12.86)

Profit/(Loss) brought forward (1318.48) (1305.62)

Balance Carried Forward (1035.14) (1318.48)



OPERATIONS AND PERFORMANCE :

During the year under review, the Companys sales are Rs. 4612.86 lacs as compared to sales of Rs. 4585.30 lacs during the year ended March 31, 2009. The profit before depreciation, finance charges and Exceptional Items are Rs. 285.18 lacs during the year ended March 31,2010, as compared to the profit of Rs. 134.12 lacs during the year ended March 31, 2009. Net profit before tax & exceptional Items are Rs. 166.77 lacs during the year ended March 31, 2010 as compared to loss before tax & exceptional Items during the previous year ended March 31,2009 for Rs. 33.11 lacs net profit after tax & exceptional items are Rs. 283.34 lacs, during the year ended March 31, 2010 as compared to net loss during the previous year ended March 31, 2009 for Rs. 12.86 lacs.

For the past several years the Company has suffered losses and during the year, the Company has started earning profits from its operations due to certain changes in the raw material mix design and initiated certain new measures to control use of fuel while maintaining quality of inputs.

DIVIDEND:

In view of un- distributable profits, your Directors do not recommend any dividend on shares for the year under review.

OTS WITH STATE BANK OF INDIA :

The secured debt of the Company in the nature of Working Capital borrowing from State Bank of India has been settled on One Time Settlement (OTS) basis. As of date, the amount payable to SBI as per the OTS has been discharged in full and "No Dues Certificate" obtained from State Bank of India and Satisfaction of the same has been registered with ROC. The interest paid to SBI as per OTS has been accounted in the books of accounts for the year ended March 31, 2010.

OTS WITH IDBI:

The secured debt of the Company from IDBI has been settled on One Time Settlement (OTS) basis. IDBI has waived dividend on the Cumulative Optionally Redeemable Convertible Preference Shares (CORCPS) and Rs. 3,96,921/- payable towards interest to IDBI as per the OTS has been discharged in full and "No Dues Certificate" obtained from IDBI and Satisfaction of the same has been registered with ROC. The payment of above interest paid has been accounted in the books of accounts for the year ended March 31, 2010.

A sum of Rs. 70 lacs was paid to IDBI during the financial year 2009-10 as advance for Redemption of 70,000 Cumulative Optionally Redeemable Convertible Preference Shares (CORCPS) of Rs.100 each aggregating Rs.70 lacs. During April 2010 CORCPS of a value of Rs.35 lacs have been redeemed and the balance of Rs. 35 lacs will be redeemed at the earlier of approval of the Honble BIFR in terms of the sanctioned Draft Rehabilitation Scheme under consideration by the Honble BIFR or March 31 2011.

AGREEMENT RESCINDED WITH M/S GROWMORE PROPERTIES PVT. LTD.:

The agreement between the Company & M/S Growmore Properties Private Limited, has since been rescinded by M/S Growmore Properties Private Limited. Pursuant to the same, as per the decisions taken by the Company in its Assets Sales Committee meeting dated January 14, 2010 in concurrence with GPPL, the sum of Rs.213 lacs advanced by GPPL stands forfeited & shown as Exceptional Items.

REVALUATION OF DEMOLISHED AND DISCARDED PLANT & MACHINERY:

In accordance with Accounting Standard (AS)-28 issued by The Institute of Chartered Accountants of India titled "Impairment of Assets", the Company has assessed the applicability of the aforesaid Standard as on Balance Sheet date, with respect to indications, if any, in regard to the impairment in value of assets. Based on such aforesaid assessment, discarded plant & machinery of Rs. 111.34, lacs now revalued as on March 31, 2010 by an Approved Valuer for Rs. 15.02 lacs has resulted in writing off Rs 96.32 lacs; the amount is included as part of income comprised in Exceptional items.

PROPOSED ISSUE OF SHARE CAPITAL:

The Company propose to further increase its Authorized and Paid up Capital by Rs.500 lacs being 5,00,00,000 Equity Shares of Re 1/- and the same is to be subscribed by promoters, their friends, relatives, associates/ group companies of the Company. The aforesaid issue of equity shares to be completed at par subject to the approval of the Honble BIFR. This will also resultant in the net worth of the Company and may pull out from sickness / BIFR

IMPLEMENTATION OF REHABILITATION SCHEME APPROVED BY HONBLE BIFR :

A Civil Writ Petition filed by the Company in May, 2010 under Article 226 of the Constitution of India for implementation the Rehabilitation Scheme dated April 10, 2006 sanctioned by the Honble BIFR seeking direction to the H. P. Govt., H. P. S. E. B. and Others to implement the aforesaid scheme was admitted and stay granted from recovery of the taxes and levies subject matter of the aforesaid petition. The Company does not consider itself liable for the taxes and levies collection whereof has been stayed and if required, will account to the same in the year of final order in the matter.

LISTING WITH STOCK EXCHANGES :

Your Company has listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

DEPOSITS:

Your Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE:

The Company took necessary measures to comply with requirements of clause 49 of the Listing Agree- ments of Stock Exchanges. A report on Corporate Governance along with a Certificate of Compliance from the Auditors, forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

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

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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.

(iii) 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.

(iv) The Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Com- pany, Mr. Sajeve Deora and Mr. Ambarish Chatterjee retire by rotation at the forthcoming Annual General Meeting, being eligible; offer themselves for re-appointment as Directors of your Company.

The Board of Directors have approved the re-appointment of Mr. Chander Mohan Marwah, Managing Director of the Company for a further period of three years w.e.f. July 07, 2010, on the terms & conditions mentioned at item no. 5 in the Notice calling the 30 th Annual General Meeting of the Company. This may also be considered as notice to the shareholders as required under section 302 of the Companies Act, 1956.

AUDITORS.

The Auditors of the Company, M/s. P. K. Maheshwari&Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Auditors have informed that their re-appointment, if made, shall be with in the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDfTORS OBSERVATIONS.

Observations of the Auditors when read together with the relevant notes on accounts and accounting policies are self-explanatory and do not require any further comments.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956. UNDER SUB-SECTION (1) (e):

Information with regard to conservation of energy, absorption of technology and foreign exchange earning and outgo is enclosed and forms an integral part of this report.

UNDER SUB SECTION [(2A)]:

No employee was in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, whose particulars are required to be disclosed in this report.

INDUSTRIAL RELATIONS :

Your Directors also wish to place on record their deep appreciation of the wholehearted co-operation and contributions of the employees at all levels.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Central & State Governments, shareholders and business associates for their continued co-operation and support and look forward to their continued support in future as well.

For and on behalf of the Board of Directors

Place: New Delhi C. M. Marwah

Dated: July 21,2010. (Managing Director)