Directors Report of Jaihind Synthetics Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

(IN RUPEES)

Particular's 31st March, 31st March, 2015 2014

Net Sales/ Income from Operations & Other 2812000 (21196750) income excluding Excise & Sales Tax (Total income)

Less: Depreciation & Interest (Total Expenses) 1881107 (22037950)

Net Profit / (Loss) before Tax 930893 841200

(Add)/Less: Prior years a djustments, Deferred 230000 113844 tax etc.

Net Profit / (loss) after tax 700893 727356

Net Profits after Dividends 700893 727356

Add / (Less) Profit / (Loss) Brought forward (7061615) (7788971)

Balance carried to Balance Sheet (6360722) (7061615)

OPERATIONS:

During the year under review, the Company has recorded the Net Profits after tax of Rs.700893/- for the year as compared to the profits of Rs. 727356/- in the previous year.

The company expects further growth in the performance in terms of turnover and also increase in the profitability.

DIVIDEND:

No dividend shall be paid by a company in this financial year.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 84,085,780/-. During the year' under review, there were no changes in paid up share capital of the Company. The company has not issued shares with differential voting rights nor granted stock options or sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs.250586/-, The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which were kept under strict check through continuous monitoring.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. nor made any investments.

CONSERVATION OF ENERGY

a. Though the Company's operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

b. Additional investments and proposals for reduction of consumption of energy.- No additional investments made during the year.

c. Impact of the above measures: Nil

d. Total energy consumption and energy consumption per unit of production: "FORM - A" not applicable.

TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

a. The technology to improve the quality and yield of the products development is not applicable.

b. Imported Technology: No technology was imported by the Company during the year under review.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Mr. Paresh Savani, who retires by rotation and being eligible, offers himself for reappointment.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been earned out has been explained in the Corporate Governance Report.

MEETINGS:

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

During the year 14 (Fourteen) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state 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 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 profit or loss of the Company for the year under review.

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

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

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website:-www.jaihindltd.biz.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vi sion of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Soar'd that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

INDEPENDENT DIRECTOR'S MEETING

During the year under review, the independent Directors of the Company met twice interalia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

EVALUATION OF PERFORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes / conferences on relevant subject matters and keep themselves abreast of the latest corporate regulatory and industry developments.

The same has been posted on website of the Company viz; website :-www.jaihindltd.biz.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except other non-compliances mentioned therein and forming part of the report:

However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

M/s. Jai Prakash Upadhayay & Co, Chartered Accountants, the Statutory Auditors of the Company have been appointed as statutory auditors of the company till the conclusion of 29th AGM of the Company subject to ratification by members at every AGM. Accordingly requisite resolution for ratifying their appointment is proposed in the manner stated in the Notice for the 28th AGM.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate "Annexure C", together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

Place: MUMBAI For and on behalf of the Board of Directors Date: 09.09.2015

Sd/- AJIT V. VASANI DIRECTOR

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seven Annual Report together with the Audited Statement of Accounts of the Company for the year ended 3 1st March 2014.

FINANCIAL RESULTS: Rs. Lakh

For the year For the year ended on ended on 31.03,2014 31.03.2013

Turnover 240.47 244.13

Other Income 29.30 30.15

Increase / Decrease in Stock 90.47 90.47

Total Income 211.16 274.29

Total Expenditure 220.37 265.96

Profit / (Loss) before Taxation 9.21 8.32

Provision for Tax 3.19 2.10

Profit / (Loss) after Taxation 7.27 7.67

Balance b/f from Previous Year (77.88) (85.56)

Deffered Tax ----- -----

Earlier Year Adjustments ----- -----

Balance Carried to Balance Sheet (70.61) (77.88)

OPERATIONAL REVIEW

During the financial year ended 31st March 2014 Company's turnover was Rs. 240.47 Lac and the net profit during the year was Rs. 7,27 Lac.

FUTURE OUTLOOK

The Indian economy is back in course of its pre-crisis growth trajectory, with the momentum in recovery led by a stronger and faster than earlier anticipated rebound inindustrial activity. The management of the company is considering the various proposals to enlarge the scope of activities of the company. The company is looking forward to infuse additional working capital in the business of the company in order to carry out the operations of the company smoothly.

DIVIDEND:

Due to huge carried forward loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements if Section 217(AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed.

B. The accounting policies arc reasonable ami prudent and arc consistently followed to give true and fair view of the state of affairs of the company,

C. Proper and sufficient care is taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Annual Accounts have been prepared in a going-concern basis.

DIRECTORS

Mr. AjitVasani, Ms. JagrutiVasani and Ms. MeghalVasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being elegible offer themselves for re-appointment as directors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNAINCE

A separate report on the Corporate Governance and Management Discussion &. Analysis is attached as a part of the Annual Report. The Auditor's Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

AUDITORS:

M/s. Jai Prakash Upadhayay& Go., Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appoint M/s. Jai Prakash Upadhayay& Co., as Auditors of the Company, Subject to approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act, 1956.

CONVERSION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required 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, the relevant information is as tinder: -

a) Conversion of energy

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R & D

The Company has not incurred any separate expenditure on Research and Development during the year.

c) Foreign Exchange Earning &Outgo:

There are no foreign exchange earnings and outgo during the year under review,

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board of Directors

Date: 28th August,2014

Place:MumbaiSd/-

(AJIT VASANI) CHAIRMAN

---

Mar 31, 2013

The Members of Jaihind Synthetics Limited.

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

FINANCIAL RESULTS: Rs Lakh

For the year ended on For the year ended on 3L03.2013 31.03.2012

Turnover 244.13 8.08

Other Income 30.15 1.25

Increase Decrease in Stock 90.47 -

Total Income 274.29 8.10

Total Expenditure 265.96 802.62

Profit / (Loss) before Taxation 8.32 7.37

Provision for Tax 2.10 2.45

Profit / (Loss) after Taxation 7.67 4.91

Balance b/f from Previous Year (85.56) (90.48)

Deferred ''fax -- --

Earlier Year Adjustments -- --

Balance Carried to Balance Sheet (85.56) (90.48)

OPERATIONAL REVIEW:

During the financial year ended 31st March 2013 Company''s turnover was Rs. 244.13Lac and the net profit during the year was Rs. 7.67 Lac.

FUTURE OUTLOOK

The Indian economy is back on course of its pre-crises growth trajectory, with the momentum in coveys led by a stronger and faster than earlier anticipated rebound in industrial activity. The management of the company is considering the various proposals to enlarge the scope of activities of the company. The company is looking forward to infuse additional working capital in the business of the company in order to carry out the operations of the company smoothly.

ISSUE OF SECURITIES THROUGH PREFERENTIAL ALLOTMENT BASIS:

The company is continuously pursuing growth opportunities in the existing business to boost up the turnover and profitability, day to day working capital requirement. The company through a postal ballot has got the approval of the members to issue the convertible warrants. The issue of Wan ants is planned to augment the long term resources to finance the working capital requirement of the company. The proceeds of the issue will be utilized for financing the working capital requirement of the company and also for general corporate purposes And company have done allotment to promoters and non — promotes at board meeting held on 16.01.2013.

DIVIDEND: .

Due to huge carried forward loss, your Directors do not recommend any dividend for the year under review''.

DIRECTORS RESPONSIBILITY STATEMENT: .

In accordance with the requirements of Section 217(2AA) of the Companies Act. 1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed.

B. The accounting policies are reasonable and prudent and are consistently followed to give true and fair view of the state of affairs of the company. _

C. Proper and sufficient care is taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Annual Accounts have been prepared on a going-concern basis.

DIRECTORS

Mr. AjitVasani, Ms. JagrutiVasani and Ms. MeghalVasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible offer themselves for reappointment as directors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

AUDITORS:

M/s. Jai PrakashUpadhayas& Co.. Chartered Accountants, kill retire as Auditors of the conclusion of the ensuing Annual! General Meeting. Directors have proposed to ic-appoint M/s Jai PrakashUpadhavay& Co.. as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that then appointee , if made would be within the prescribed limits under Section 224(1 B) of the Companies; Act. 1926 a they are not disqualified for such re-appointment with the meaning of Section —6 of the said Act.

A IIP TOR''S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act. 1956.

a) Conservation of energy .

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R & D t , _ 1 ,, The Company has not incurred any separate expenditure on Research and Development during the year.

By Order of the Board of Directors

Date: 28th August, 2013

Place: Mumbai Sd/-

(AJIT VASANI)

CHAIRMAN

---

Mar 31, 2012

The Members, Jaihind Synthetics Limited.

The Directors have pleasure in presenting the Twenty Five Annual Report together with the Audrted Statement of Accounts of the Company for the yar ended 31st March 2012

FINANCIAL RESULT:

(Rs. in Lac) For the year ended on For the year ended on 31.03.2012 31.03.2011

Turnover 8.08

Other Income 1.25 8.7

Increase / Decrease in Stock 18.10

Total Income 802.62 8.02

Total Expenditure Profit/(Loss) before Taxation 7.31 5.74

Provision for Tax 2.45 1.45

Profit / (Loss) after Taxation 4.61 1.45

Balance b/f from Previous Year (90.48) (94.78)

Deferred Tax Earlier Year Adjustments

Balance Carried to Balance Sheet (90.48) (94 78)

OPERATIONAL

During the Finaceal ytear ended 31st March Your 2012 Your Company Turany Rs.8.08 Lac and the net Profit during the year was Rs.49 Lac

FUTURE OUTLOOK

The Indian led economy is back on Couse eairlier anticepated rebonce in activety the Mangenty of the Company is Looking forward to insifued working working capital order to outthe opertice of the Company smoothly

ISSUE OF SECURITIES THROUGH PREFERENTIAL ALLOTMENT „ ACTC.

The Company is Continusoly Pursuing growth opporunties in the exsting business to bosst upo the turnover and profitbity day working captial requiral the company thouing a Past Warrant from the stock exchange and accorng issued i crore finance for finaceal working captial requiralment of the Company alo for general Corporte Purpose

DIVIDEND:

Due tohuge carried forward loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2 A A) of the Companies Act, 1956, the Directors of the Company hereby confirm that: A In preparation of Annual Accounts, the applicable accounting standards were followed. _ B, The accounting policies are reasonable and prudent and are consistently followed to give

true and fair view of the state of affairs of the company. _

C Proper and sufficient care is taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. D. The Annual Accounts have been prepared on a going -concern basis.

DIRECTORS

Mr AjitVasani, Ms. JagrutiVasani and Ms. MeghalVasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible offer themselves for re-appointment as directors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

AUDITORS:

M/s Jai PrakashUpadhayay& Co., Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appomt M/s Jai PrakashUpadhayay& Co., as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) ot the Companies Act. 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR''S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act, 1956.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANP OUTGO

As required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules. 1988, the relevant information is as under: -

a) Conservation of energy .

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of TechnologandJR&JD _ . , The Company has not incurred any separate expenditure on Research and

Development during the year.

c) Foreign Exchange Earning & Outgo :

There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board of Directors

Sd/-

(AJIT VASANI)

Date: 1st September, 2012 CHAIRMAN

Place: Mumbai

---

Mar 31, 2011

To The Members of Jaihind Synthetics Limited.

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS;

(Rs. in Lac) For the year for the year ended on ended on 31.03.2011 31.o3.2010

Turnover 8.7 -

Other Income - -

Increase / Decrease in Stock - -

Total Income 8.7 -

Total Expenditure 2 95 1.18

Profit / (Loss) before Taxation 5.75 -

Provision for Tax 1.45 (1.118)

Profit / (Loss) after Taxation 4.29

Balance b/f from Previous Year (94.78) (93.59)

Deferred Tax - -

Earlier Year Adjustments - -

Balance Carried to Balance Sheet (90.48) (94.78)

OPERATIONAL REVIEW:

During the financial year ended 31st March 2011 your Company's turnover was Rs. 8.7 Lac and the net profit during the year was Rs. 4.30 Lac.

FUTURE OUTLOOK

The Indian economy is back on course of its pre-crises growth trajectory, with the momentum in recovery led by a stronger and faster than earlier anticipated rebound in industrial activity. The management of the company is considering the various proposals to enlarge the scope of activities of the company The company is looking forward to infuse additional working capital in the business of the company in order to carry out the operations of the company smoothly.

ISSUE OF SECURITIES THROUGH PREFERENTIAL ALLOTMENT BASTS:

The company is continuously pursuing growth opportunities in the existing business to boost up the turnover and profitability, day to day working capital requirement. The company through a postal ballot has got he approval of the members to issue the convertible warrants. The company has also receive the approval from the stock exchange and accordingly issued 1 Crore Convertible Warrants. The issue of Warrants is planned to augment the long term resources to finance the working capital requirement of the issue With be Utilized for financing the requirement of h company and also tor general corporate purposes.

CHANGE OF CONTROL OF MANAGEMENT:

During the period under review, pursuant to Regulation 12 of Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 1997 ("the SEBI Regulations") Listing r!Z7Zl t 7f Crèmes' Companies Act' 1956' the beholders through the process of

Postal Ballot approved the change m control and management of the Company from the existing management to Mr. Ajit Vasani, Ms. Jagruti A Vasani and Ms. Megahal A Vasani w.e.f. we.f. 15-2-2011.

DIVIDEND:

review hUSC Carri6d forward l0SS' your Directors do not commend any dividend for the year under

DIRECTORS RESPQNSIBIIJTY STATEMENT-

hi accordance with the requirements of Section 217(2AA) of the Companies Act,1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed

B. the accounting policies are reasonable and prudent and are consistently followed to give true and fair view of the state of affairs of the company.

C. Proper and sufficient care is taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Annual Accounts have been prepared on a going -concern basis.

DIRECTORS

Mr. Ajit Vasani Ms. Jagruti Vasani and Ms. Meghal Vasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible offer themselves for re appointment as directors of the Company.

During the year Mr. Hasmukh Patel, Mr. Meghji Patel, Mr. Mihir Karia, Mr. Madanlal R. Sharda Mr. Comp™ ArU" K1Shanlal Shmani has r6Signed from board of directors of *

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANAT VSTS-

CORPORATE GOVERNANCE

the Corporate Governance and Management Discussion & Analysis is attached as a part of the annual report.

AUDITORS:

M/s. Jai Prakash Upadhayay & Co, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appoint M/s Jai Prakash Upadhayay & Co, as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224QB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act, 1956.

CONVERSION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO "

As required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars m Ihe report of Board of Directors) Rules. 1988, the relevant information is as under: -

a) Conservation of energy

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R&D

The Company has not incurred any separate expenditure on Research and Development during the year.

c) Foreign Exchange Earning & Outgo :

There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board of Directors

Date: 14th May, 2011 Sd/-

Place: Mumbai (AJIT VASANI)

CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

2009-10 2008-09 (Rs in Lacs) (Rs in Lacs)

Sales & Other Income 0.00 4.25

Profit (Loss) before Depreciation & Taxation (0.55) 1.65

Less Depreciation 0.63 0.63

Profit (Loss) Before Taxation (1.18) 1.02

Less: Provision for taxation 0.00 0.02

Net Profit (Loss) after Tax (1.18) 1.00

-id: Excess Provision for Tax w/back 0.00 0.00

Balance b/f. from Previous year (93.60) (94.60)

Carried to Balance Sheet (94.78) (93.60)

OPERATIONAL REVIEW:

During the financial year ended 31st March 2010 your Company do not have any income The Net loss of the Company stood at Rs.1.18 lacs against a profit of Rs. 1.021acs shown in last year.

FUTURE OUTLOOK

The Indian economy is back on course of its pre-crises growth trajectory, with the momentum in recovery led by a stronger and faster than earlier anticipated rebound in industrial activity. the management of the company is considering the various proposals to venture into other profitable business activities including power, fuel, energy project, for which necessary approval of the. respective government authorities will be obtained in due course of time after making necessary changes in the structure of the memorandum of association.

DIVIDEND: .

Due to huge carried forward loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed.

B. The accounting policies are reasonable and prudent and are consistently followed to given and fair view of the state of affairs of the company .

C. Proper and sufficient care is taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Annual Accounts have been prepared on a going -concern basis.

DIRECTORS

Shri Mandalay Shards, Shri Roopnarayan Shards and Shri Arum Somalis Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible of offer themselves for re-appointment as director of the Company.

Shri. Anita V Asana, Ms Mega Asana, and Ms Agouti Asana who were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956 holds their office up to this Annual General Meeting. The Company has received notices from Shareholders of the Company with requisite deposit of Rs.500/- for their appointment as Director of the Company. the Resolutions for their appointment as Director is proposed in the Notice of this Annual General Meeting for consideration of the Members of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE -

As required by clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report regarding compliance of the conditions of Corporate Governance and the Auditor's certificate on its compliance is attached to this report and form part of this Annual Report.

AUDITORS:

M/s. Rajesh Thakkar & Associates, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appoint M/s Rajesh Thakkar & Associates as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory' and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2 A) of the Companies Act, 1956.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required 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, the relevant information is as under: - .

a) Conservation of energy

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R & D

The Company has not incurred any separate expenditure on Research and Development during the year.

c) Foreign Exchange Earning & Outgo :

There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board

Place: Mumbai

Date:31st August 2010 Hasmukh G Patel

Chairman & Managing Director