Directors Report of JMG Corporation Ltd.

Mar 31, 2024

Your Directors take immense pleasure in presenting the 35^th Annual Report on the business and operations of the Company along with the Audited financial statements for the financial year ended on 31^st March, 2024.

Financial Results and performance of the Company

The summarized working results for the financial year ended on 31^st March, 2024 as compared with the previous year are as under: -

(Rs. in thousands)

	Current year	Previous year
Particulars	2023-2024	2022-2023
Net Sales & Other Income	8,564.15	38,706.35
Profit/(Loss) before depreciation and Tax	1,704.92	(3,165.93)
Less : Depreciation	27.31	47.81
Profit/(Loss) before Tax	1,677.62	(3,213.74)
Less:
a) Current Income Tax
b) Short and Excess provision for Income Tax	-	-
Profit/(Loss) after Tax	1,677.62	(3,213.74)

State of Company’s Affairs

The Company’s plans for new activities are progressing gradually and management is hopeful that it will gain momentum in the current financial year. The Management is striving to add new activities in other related areas of Business and Directors hope for some progress in these fields in the current year.

Web Link of Annual Return

The Company is having website i.e. www.jmg-corp.in. and Annual Return of Company has been disseminated on such website. Link of the same is given below: www.jmg-corp.in/notice.html#AGM

Dividend

The Directors do not recommend any dividend since the Company has not earned any distributable profit during the financial year under review.

Change in nature of business

There has been no change in the nature of business of the Company during the financial year under review since the Company is still trying to finalize and add new business activities.

Share Capital

The paid-up Equity Share Capital as on 31^st March, 2024 was Rs. 5,78,94,737.50. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Directors

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anita Mishra (DIN- 07950600), Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer herself for re- appointment. Our directors recommend her re-appointment as Director on the Board at the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel

In terms of the provisions of section 203 of the Companies Act, 2013, Mr. Atul Kumar Mishra (DIN-00297681), Ms. Nisha Kumari (PAN CZAPK3629J) and Mr. Sonu Kumar Varshney (PAN AFUPV9813M) are the Key Managerial Personnel of the Company as on the date of this report.

Change in Directors and Key Managerial Personnel

There is one change in Director i.e. Mr. Neeraj Jain appointed as director in place of Mr. Satish Kumar Grover due to expiry of term and no change in Key Managerial Personnel during the financial year under review.

Statutory Auditors

At the 32^nd Annual General Meeting held in the year 2021, M/s B S D & Co. Chartered Accountants, were appointed by the shareholders to hold office as Statutory Auditors from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company, subject to ratification of their appointment at every subsequent Annual General Meeting. The provisions relating to ratification of appointment of Statutory Auditors has been done away with effect from 7^th May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for ratification.

Secretarial Auditor

The Board of Directors of the Company has appointed Mr. Pawan Kumar Mishra, Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure- ‘A’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Board of Directors of the Company has appointed Mr. Pawan Kumar Mishra, Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure- ‘A’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

Subsidiaries, Associates and Joint Venture Company

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Corporate Governance

Your Company has followed good corporate governance practices since its inception and in accordance with the code of Corporate Governance. The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V is not applicable on the Company, and therefore,disclosures as required under para-C, D and E of Schedule V is not given for the financial year 2022- 2023. A certificate of Statutory Auditor regarding non-applicability of regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and Eof Schedule V is hereby enclosed and forms part of this report.

Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure- ‘B’ and forms part of this report.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, Unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The whistle Blower Policy is available on Company’s website i.e. www.jmg-corp.in.

Listing

The securities of the Company are listed on BSE Limited. The listing fees to BSE have been paid. Sexual Harassment Policy

The Company has a policy on prohibition, prevention and redressal of sexual harassment of women at work place and matter connected therewith or incidental thereto covering all the aspects as contained under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” including constitution of Internal Complaints Committee. The Company has not received any complaint during the financial year.

Particulars of Employees:

The information pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as Annexure- ‘C’ and forms part of this Report.

Ratio of remuneration

The information relating to remuneration of Directors of the Company as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in Annexure-‘D’ of this Report.

Disclosure

(i) Extract of Annual Return

The annual return of the Company has been placed on the website of the Company at www.jmg-corp.in and therefore, extract of the annual return in Form No. MGT-9 is not required to be attached with the Board''s report.

(ii) Composition of Board and its committee and Number of Meeting held Composition of Board of Directors:

The composition of Board of Directors as on the date of this report is as follows:

S. No.	Name of Director	DIN	Date of Appointment on Current Designation	Category	Designation
1.	Mr. Atul Kumar Mishra	00297681	12.11.2018	ManagingDirector	PromoterDirector
2.	Ms. Anita Mishra	07950600	25.12.2017	Non-Executive	PromoterDirector
3.	Mr. Satish Kumar Grover	05242073	30/05/2013	Non-Executive	Independent Director
4.	Mr. Satish Charan Kumar Patne	00616104	12.06.2021	Non-Executive	Independent Director
5.	Mr. Neeraj Jain	02726637	28/06/2024	Non-Executive	Additional Director

Board Meeting and Attendance of Directors

During the year 5 (Five) Meetings of the Board of Directors were held on 26^th May, 2023, 05^th August, 2023, 30^th August, 2023, 08^th November, 2023, 08^th February, 2024.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the financial year 2023-2024 are as follows:

Name	Category	Board Meetings Attended
Mr. Satish Kumar Grover	Independent Non-Executive Director	5
Mr. Satish Charan Kumar Patne	Independent Non-Executive Director	5
Mr. Atul Kumar Mishra	Promoter Director	5
Mrs. Anita Mishra	Promoter Director	3

Board Committees Audit Committee:

For the purpose of ensuring adequacy of internal financial controls, efficacy of internal and statutory audits and matters specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee comprising three Directors, Mr. Satish Kumar Grover as Chairman, Mr. Atul Kumar Mishra and Mr. Satish Charan Kumar Patne as members of the committee. 4 (Four) meetings of the Committee were held on 26^th May, 2023, 05^th August, 2023, 08^th November, 2023, 08^th February, 2024. All the members of the Committee attended all the meetings.

Stakeholders Relationship Committee:

This Committee addresses all issues and shareholders’ complaints. It comprises of Mr. Satish Kumar Grover as Chairman, Mr. Satish Charan Kumar Patne and Mr. Atul Kumar Mishra as member. 3 (Three) meetings of the Committee were held on 26^th May, 2023, 05^th August, 2023 and 08^th February 2024 during the financial year. All the members of the Committee attend all the meetings expect 05-08-2023 by Atul Kumar Mishra.

The Committee, inter alia, looks into investor complaints and also reviews the performance of Registrar to issue and share transfer agent of the Company and suggests measures for overall improvement.

The Company has delegated share transfer powers to the Registrar and Share Transfer Agent, Indus Shareshree Pvt. Ltd. (Formerly known as Indus Portfolio Pvt. Ltd.), G-65, Bali Nagar, New Delhi - 110015. The RTA meets every fortnight to resolve the share transfer matters.

During the year, No complaint was received from investor. All transfers/transmissions received during the financial year were processed by the Registrar and Share Transfer Agent and no transfers/transmissions were pending.

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee consists of three non-executive directors namely Mr. Satish Kumar Grover as Chairman, Mrs. Anita Mishra and Mr. Satish Charan Kumar Patne as members of the Committee. 2 (Two) meeting of the Nomination & Remuneration Committee was held on 26^th May, 2023 and 05^th August 2023, during the financial year. All the members of the Committee attend all the meetings expect 05-08-2023by Anita Mishra.

(iii) Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm:

a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that 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 Financial Year ended 31^st March, 2024;

c) that 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) that the annual accounts have been prepared on a ‘going concern’ basis.

e) that proper internal financial controls were in place and that financial controls were adequate and were operating effectively.

f) that the Directors had advised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(iv) Statement on Independent Directors’ Declaration

The Company has received necessary declarations from all independent directors of the Company as required under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further, no independent director was appointed during the financial year.

(v) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee of the Company, has framed and adopted a Policy Namely Nomination and Remuneration Policy to deal with matters of appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company. The said policy focuses on the following aspects: -

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

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, Key Managerial Personnel 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.

Nomination and Remuneration Policy is placed at the website of the Company at www.jmg-corp.in.

(vi) Corporate Social Responsibility (CSR)

The provisions relating to CSR is not applicable to the Company as the Company does not meet the criteria prescribed under section 135 of the Companies Act, 2013 read with rules made thereunder.

(vii) Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditor in their report

The Statutory Auditors have not given any Qualification, Reservation or made any adverse remarks or disclaimer in their Audit Report including reporting of fraud under section 143 of the Companies Act, 2013. The observations of the Statutory Auditors in their report, read together with the notes on Accounts, are self- explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

(viii) Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Company Secretary in Practice in his Secretarial Audit Report

There are no qualifications, reservations or adverse remarks or disclaimers in the Secretarial Audit Report.

(ix) Particulars of Loans, Guarantees, Security and Investments under Section 186 of the Companies Act, 2013

The Company has neither given any Guarantee nor provided any Security in Connection with a Loan, directly or indirectly, to any person or other body corporate under Section 186 of the Companies Act, 2013 during the financial year ended 31^st March 2024. The Company has also not made any investments by way of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31^st March 2024. The details of outstanding inter corporate loan as on 31^st March, 2024 has been disclosed in the financial statements for the financial year ended on 31^st March, 2024.

(x) Related Party Transactions

The Company has not carried out any related party transactions falling within the purview of section 188 read with the Companies (Meetings of Board and its Powers) Amendment Rules, 2014 during the financial year under review, and therefore, the particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 is not applicable to the Company.

The Company has followed the guidelines of Accounting Standards notified under the Companies (Accounting Standard) Rule 2006 in preparation of its financial statements.

None of the Directors have any pecuniary relationships of transactions viz-a-viz the Company. The Company has not entered into any transaction of material nature with Promoters, the Directors or the Management or Relatives etc. that may have any potential conflict with the interest of the Company. The related party transactions are duly disclosed in the Notes to the Accounts.

(xi) Transfer to Reserve

The Company has not transferred any amount to reserve during the financial year under review.

(xii) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and the date of the report.

There have not been any material changes and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of this report affecting financial position of the Company.

(xiii) Conservation of energy and technology absorption and foreign exchange earnings and outgo:

With respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, for the financial year ended March 31, 2024 are attached as Annexure ‘E’ and form anintegral part of this Report.

(xiv) Risk Management Policy

In today’s economic environment, Risk Management is very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a risk management policy.

(xv) Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors.

(xvi) Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on 08^th November, 2023 without the attendance of NonIndependent Directors and members of Management. All the Independent Directors were present at the meeting. The following issues, inter alia, were discussed in detail:

a. Reviewed the performance of non-independent directors and the Board as a whole;

b. Reviewed the performance of the Chairperson of the Company, taking into account the views

of Executive Directors and Non-Executive Directors;

c. Assessed 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.

(xvii) Public Deposits:

During the period under review, the Company has not accepted or invited any deposits from the public.

(xviii) Significant and Material orders passed by the regulators or Courts or T ribunals

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

(xix) Adequacy of Internal Financial Control

The Internal Audit Department of the Company had carried out internal audit during the financial year under review. The said Audit was carried out with the objective to identify system deficiencies in the process(s) of the organization and to ensure operational effectiveness in all the processes within the organization to ensure that effective internal control exist at all levels of the organization. Further in case any deficiency (ies)/ weakness (es) is observed, the same is brought to the notice of the Management so that corrective actions are taken on time.

(xx) Disclosures with respect to demat suspense account/ unclaimed suspense account: The

Company does not require to open demat suspense account/unclaimed suspense account.

(xxi) Compliance with Secretarial Standards: The Company has complied with the provisions of secretarial Standards during the financial year 2023-2024.

(xxii) Maintenance of Cost records: The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of Company.

(xxiii) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year. Not Applicable

(xxiv) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Not Applicable

Acknowledgements:

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, Stock Exchange, SEBI, bankers, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co-operation and hard work the Company is able to achieve the results.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders

For and on behalf of Board of Directors

Sd/- Sd/-

Neeraj Jain Atul Kumar Mishra

Director Director

Place: - New Delhi ^DIN: ^{02726637 DIN}: ^00297681

Date: - 29-08-2024

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Mar 31, 2014

THE MEMBERS

The Directors of the Company present the 25th Annual Report of your Company with Audited Accounts for the financial year ended on 31st March, 2014.

Financial Results and performance of the Company.

The summarized working results for the financial year ended on 31st March, 2014 as compared with the previous year are as under:-

Particulars Current year Previous Year 2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Revenue from operation 7.50 51.72

Other Income 527.04 174.30 Profit before depreciation and Tax 385.64 63.65

Less : Depreciation 9.89 43.82

Profit before Tax 375.75 19.83

Less:

a) Current Income Tax 71.60 3.78

b) Short and Excess provision for NIL 1.36 Income Tax

Profit after Tax 304.15 17.41

The Company''s plans for new activities have not been successful so far and only limited fees were earned in its consultancy activities. However, efforts are continuing to add new activities, including trading, and the Directors hope for some progress in these in the second half of the current year.

As reported in last year''s Report, factory including land and building were disposed off. The sale was completed during the year and profit on the sale amounting to Rs 44.2 million are shown as other income in the accounts.

Trading in securities of the Company:

The securities of the Company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

Dividend:

The Directors do not recommend any dividend keeping in view expansion plans of the company.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. 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 financial year ended 31st March, 2014.

3. 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;

4. The annual accounts have been prepared on a ''going concern'' basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pramod Kumar Nanda, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment as Director on the Board.

Mr. Jagdish Das Shah, Mr. Brijesh Kumar Gujrati and Mr. Rajesh Kumar Gupta resigned from the directorship of the company with effect from 05-09-2013.

Key Managerial Personnel

Mr. Kanhaiya Kumar Jha and Mr. Satya Prakash Singh were appointed as Chief Financial Officer and Chief Executive Officer of the company respectively by the Board of Directors.

Ms. Shruti Pandey was appointed Company Secretary w.e.f. 28-05-2014 and designated as Key Managerial Personnel from the above said date.

Accounts and Auditors Report:

The observations contained in the Auditors'' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earnings and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and earnings & outgo in foreign exchange are enclosed as Annexure - A which forms part of this report.

Corporate Governance:

Your Company has followed corporate governance practices since inception in accordance with the Code of Corporate Governance. The attached Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement forms part of this Report.

Secretarial Compliance Certificate

A compliance certificate from a practicing Company Secretary annexed hereto and forms part of the Report. Statement pursuant to listing agreement (s):

The Company''s securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Limited (DSE). The listing fees to BSE and DSE have been paid.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

By order of the Board For JMG CORPORATION LIMITED

Sd/- Sd/- Mohan Dhar Diwan Avantsa Krishna Whole TimeDirector Director Place: - New Delhi DIN- 01888051 DIN- 00904526 Date:- 14-08-2014 D-23, G.K. 001, Building Enclave-1 No. 1 NEW DELHI-110048 Park View Apartment Mandi Road, New Mangla Puri New Delhi-110030

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Mar 31, 2013

TO THE MEMBERS

The Directors of the Company present the 24th (Twenty Fourth) Annual Report of your Company with Audited Accounts for the financial year ended on 31st March, 2013.

Financial Results and performance of the Company.

The summarized working results for the financial year ended on 31st March, 2013 as compared with the previous year are as under:-

Particulars Current year Previous year 2012-2013 2011-2012 (Rs. in Lacs)(Rs. in Lacs)

Net Sales & Other Income 226.03 1587.54

Profit before depreciation and Tax 63.65 26.89

Less : Depreciation 43.82 42.27

Profit/(Loss) before Extra Ordinary Item and Tax 19.83 (15.37)

Profit/(Loss) before Tax 19.83 (15.37)

Less:

a) Current Income Tax 3.77

b) Short and Excess provision for Income Tax 1.35

Profit/(Loss) after Tax 17.41 (15.37)

During the current year, after closing of the accounts for the year ended 31 March 2013, the assets of the factory, including land and buildings were disposed of. The Directors are considering new business activi- ties for the future and some studies have been completed while others are still under study.

Trading in securities of the Company:

The securities of the Company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

Dividend:

In view of paucity of funds and future requirements for new business activities, the Directors do not recommend any dividend for the year under review.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. 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 financial year ended 31st March, 2013;

3. 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;

4. The annual accounts have been prepared on a ''going concern'' basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mohan Dhar Diwan, Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment. Your Directors recommend his re- appointment as Director on the Board at the ensuing Annual general Meeting.

Mr. Avantsa Krishna and Mr. Satish Kumar Grover were appointed as Additional Directors of the Company with effect from 14/08/2012 and 30/05/2013 respectively in accordance with the provisions of Section 260 of the Companies Act, 1956. The Company has received notice in writing from members of the Company under Section 257 of the Companies Act, 1956 signifying their intention to propose the appointment of Mr. Avantsa Krishna and Mr. Satish Kumar Grover as Directors of the Company.

Mr. Mohan Dhar Diwan was appointed as Whole Time Director of the company w.e.f. 15/05/2012. Mr. Mahendra Kumar Shah resigned from the post of Managing Director of the company w.e.f. 21/06/2012.

Accounts and Auditors Report:

The observations contained in the Auditors'' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

Andros & Co., Chartered Accountants, Statutory Auditors of the company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received its consent that the appointment, if made, would be within the prescribed limits of Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earnings and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and earnings and outgo in foreign exchange are enclosed as Annexure – A which forms part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached and forms part of this report.

Secretarial Compliance Certificate

The Company has obtained compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

Statement pursuant to listing agreement (s):

The Company''s securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Limited (DSE). The listing fees to BSE and DSE have been paid.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support

For and on behalf of Board of Directors

Sd/-

Place: - New Delhi Pramod Kumar Nanda

Date:- 14-08-2013 Chairman

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Mar 31, 2012

The Directors of the Company present the 23rd (Twenty Third) Annual Report of your Company with Audited Accounts for the financial year ended on 31st March, 2012.

Financial Results and performance of the Company.

The summarized working results for the financial year ended on 31st March, 2012 as compared with the previous year are as under:-



Particulars Current year Previous Year 2011-2012 2010-2011 (Rs. In Lacs) (Rs. In Lacs)

Net Sales & Other Income 1587.54 5182.35

Profit before depreciation and Tax (26.89) 214.16

Less : Depreciation 42.27 41.66

Profit/(Loss) before Extra Ordinary Item and Tax (15.37) 172.50

Profit/(Loss) before Tax (15.37) 172.50

Less: a) Current Income Tax - 34.38

b) Current Fringe Benefit Tax - NIL

Profit/(Loss) after Tax (15.37) 138.03

Less : Balance, being Loss brought forward From Previous Year - 70.56

Balance, being Loss carried to Balance Sheet (15.37) 67.47

The Company has suffered a loss with substantial fall in turnover as earlier foreseen, with trading activity reaching its end as reported last year. Sales turnover was Rs 1486.66 Lacs as against Rs. 5179.50 Lacs leading to a loss of Rs, 15.37 Lacs against a profit of Rs. 138.03 Lacs for the previous year.

Your Directors have not yet succeeded in finalizing any new business opportunity but efforts are continuing both in building and construction activity and also in project advisory services.

Trading in securities of the Company:

The securities of the Company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The shareholders are aware trading in equity shares of the Company was resumed at Bombay Stock Exchange (BSE) from August, 2009.

Dividend

For the year under review, the Directors do not recommend any dividend due to the loss for the year and uncertainties of new businesses under review.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. 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 financial year ended 31st March, 2012.

3. 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;

4. The annual accounts have been prepared on a 'going concern' basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Kumar Agrawal and Mr. Pramod Kumar Nanda, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment as Director on the Board at the ensuing Annual general Meeting.

Mr. Mohan Dhar Diwan was appointed as additional Director of the company with effect from 15/05/ 2012 in accordance with the provisions of section 260 of the Companies Act, 1956. The Company has received notice in writing from members of the Company under section 257 of the Companies Act, 1956 signifying their intention to propose the appointment of Mr. Mohan Dhar Diwan as Director of the company.

Accounts and Auditors Report:

The observations contained in the Auditors' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received their intimation to the effect that their appointment, if made, would be within the prescribed limits of Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earnings and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and outgo in foreign exchange are enclosed as Annexure - A which forms part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached and forms part of this report.

Secretarial Compliance Certificate

The Company has obtained compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

Statement pursuant to listing agreement (s):

The Company's securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Limited (DSE). The listing fees to BSE and DSE have been paid.

The Management's Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

For and on behalf of Board of Directors

Sd/-

Place: - New Delhi P. K. Nanda

Date:- 20-06-2012 Chairman

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Mar 31, 2010

The Directors of your Company present the 21st (Twenty First) Annual Report with Audited Accounts for the year ended 31st March, 2010.

Financial Results and performance of the Company.

The summarized working results for the year ended 31st March, 2010 as compared with the previous year are as under:-

Particulars Current year Previous Year

2009-2010 2008-2009

(Rs. In Lacs) (Rs. In Lacs)

Net Sales & Other Income 5234.73 4849.54

Profit before depreciation and Tax 116.96 121.50

Less : Depreciation 39.30 60.67

Profit/(Loss) before Extra Ordinary Item and Tax 77.66 60.84

Profit/(Loss) before Tax 99.03 109.34

Less:

a) Current Income Tax 15.30 7.09

b) Current Fringe Benefit Tax NIL 1.78

Profit/(Loss) after Tax 83.73 100.47

Less :Balance, being Loss brought forward From 154.29 254.76

Previous Year

Balance, being Loss carried to Balance Sheet 70.56 154.29

The Company has achieved a sales turnover of Rs. 52.22 Crore as against Rs. 48 Crores in the previous year, therefore, registering an annual growth of 8.79%. Trading activity has shown considerable progress. The manufacturing activity has ceased.

Your Directors foresee reasonable growth of the trading business segment which will assist in sustaining and growing profits of the Company. The Board will review if other activities, if any, can be added to the Companys business in the near future.

Trading in securities of the Company:

We are pleased to inform you that after strenuous efforts the trading in the equity shares of the Company was resumed at Bombay Stock Exchange (BSE) from August, 2009. This step will provide more liquidity in the market and ability to invest in the Companys shares through the market..

Dividend

The Board of Directors does not recommend any dividend for the year 2009-2010.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. 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 of the Company for the financial year ended 31st March, 2010.

3. 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;

4. The annual accounts have been prepared on a ‘going concern basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pramod Kumar Nanda and Mr. Brijesh Kumar Gujrati, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment to the Board of Your Company.

Mr. Anil Agrawal was appointed as an Additional Director of the Company with effect from 23rd August, 2010, in accordance with Section 260 of the Companies Act, 1956. The Company has received a notice in writing from a Member of the Company under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. Anil Agrawal as a Director of the Company.

Mr. M.D. Gujrati resigned from the Board of Directors with effect from 30th November 2009 due to his preoccupation with his other professional obligations.

Accounts and Auditors Report:

The observations contained in the Auditors Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

M/s MAPASA & Co., Chartered Accountants, Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Company has received intimation to this effect that their re-appointment, if made, would be within the prescribed limits of Section 224 (1) of the Companies Act1956.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earning and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and outgo in foreign exchange are enclosed as Annexure – A which forms a part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached forms a part of this report.

Secretarial Compliance Certificate

The Company has obtained compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

Statement pursuant to listing agreement (s):

The Companys securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Association Limited (DSE). The listing fees to BSE and DSE have been paid. The Managements Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming a part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

For and on behalf of Board of Directors

Place: - New Delhi P. K. Nanda

Date:- 23.08.2010 Chairman