Directors Report of Karnimata Cold Storage Ltd.

Mar 31, 2024

Your Directors are pleased to present their 13^th Annual Report on the business and operations of your
Company together with the Audited Accounts for the year ended 31^st March, 2024.

The Financial performance of the Company for the year ended 31^st March, 2024 is summarized below:-

Particulars	31st March 2024	31st March 2023
	(Rs.in 000)	(Rs.in 000)
Profit/loss before exceptional & extraordinary item	7,312	6,970
Less: Exceptional item	-	-
Profit/loss before exceptional item	7,312	6,970
Less: Extraordinary Item	-	-
Profit before taxation	7,312	6,970
Less: Provision for Taxation	1,539	1,087
Add: MAT credit entitlement	1931	-
Less: Previous Year T ax	109	90
(Less) / Add: Deferred T ax Liability	(1,541)	(1,147)
Profit after tax	6,054	4,646

COMPANYS PERFORMANCE

During the year under review the Company has generated total revenue from operations for FY 2023-24 of
Rs.(in 000) 48,847 as compared to Rs.(in 000) 47,821 in previous FY 2022-23. Profit before taxation is Rs .(in
000) 7,312 against Rs.(in 000) 6,970 in the previous year. Profit after tax (“PAT”) for the year is Rs. (in 000)
6,054 as compared to Rs.(in 000) 4,646 for previous FY 2022-23.

SHARE CAPITAL

The paid up equity capital as on March 31, 2024 was Rs.5,08,40,000 (Five Crores Eight Lacs Forty Thousand).
The Company does not issued any Shares during the year, and neither issued any bonus shares nor granted
stock options nor sweat equity during the year under review.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not
recommend any dividend for the year ended 31^st March, 2024.

TRANSFER TO RESERVES

The Board of the company has not proposed any amount to carry to its reserves.

ANNUAL RETURN

In accordance with the Companies Act 2013, the annual return in the prescribed format is available on the
website of the Company at www.karnimatacoldstorage.com

DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATES

Companies which has become/ceased to be subsidiaries, JVs or Associates during the year: Not Applicable.

The provisions of the Rule 8(1) of the Chapter IX Rules are not applicable to the company as the Company
does not have any subsidiaries, associates and joint ventures.

INFORMATION TECHNOLOGY AND COMMUNICATION

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its
services to meet the current and emerging business needs.

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

Pursuant to Section 134(3) of the Companies Act, 2013, read with Rule 8 (3) of Companies (Accounts) Rules,
2014, the relevant information is given below:

CONSERVATION OF ENERGY

RESEARCH AND DEVELOPMENT

The Company has no formal research and development department but the Company is continuously making
efforts to strength research and development activities to improve quality and reduce cost.

TECHNOLOGY IMPORT ABSORPTION

The Company has not imported any technology. Indigenous technology available is continuously upgraded to
improve overall performance. The Company has not made any expenditure on Research & Development
throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no earnings and outgo in foreign exchange.

PUBLIC DEPOSIT

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

Mrs. Asha Ladia, Non-executive director of the Company liable to retire by rotation and being eligible offered
herself for re-appointment and Mrs. Mandeep Kaur Jaiswal is appointed as a non-executive independent
director of the company with effect from 30^th May 2024 subject to approval of shareholders in Annual General
Meeting.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing
Regulations. They have registered their names in the Independent Directors data-bank. They have also
affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the
opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act
and Listing Regulations and are independent of the management.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the
basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc. The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a
whole was evaluated, taking into account the views of executive directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees, and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the independent director being
evaluated.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s policy on directors'' appointment and remuneration provided in Section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which is a part of this report.

MEETINGS

Four meetings of the board were held during the year. For details of meetings of the board, please refer to the
Corporate Governance Report, which is a part of this report.

AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance
Report, which is a part of this report.

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it
is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31^st March, 2024; the
applicable accounting standards have been followed along with proper explanation relating to
material departure.

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 of the Company for
the year under review.

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 Directors have prepared the accounts for the financial year ended 31^st March, 2024 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 were operating effectively.

f) 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.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2023-24:

Name of the directors	Ratio to median remuneration
Executive directors
Pradip Lodha	0.17

b. The percentage increase in remuneration of each director, chief executive officer, chief
financial officer, company secretary in the financial year 2023-24:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Pradip Lodha, Managing Director	-
Mr. Aman Lodha, Chief Financial Officer	-
Ms. Varsha Gupta, Company Secretary	9.09

c. The percentage increase/ (decrease) in the median remuneration of employees in the financial
year: -7.94%

d. The number of permanent employees on the rolls of Company: 15

e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year: The Average annual increase is 8.21%

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other employees.

Notes

The Non-Executive directors are entitled for sitting fees as per the statutory provisions. The details of
remuneration paid to Non-Executive directors are disclosed in the corporate governance Report''s point no.6.
Hence, the ratio of remuneration and percentage increase for Non-Executive director''s remuneration is
therefore not considered for the above purpose.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 (1) of the
Companies Act, 2013 during the year under review. There are no transactions to be reported in Form AOC - 2.

CODE OF CONDUCT

The details in respect of code of conduct is included in the Corporate Governance report, which is a part of this
report.

PUBLIC ISSUE

During the year under review, the Company has not issued any securities to the public.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company framed a policy to provide a channel to the employees and directors to
report to the management concerns about unethical behavior, actual or suspected fraud or violation of the
Codes of Conduct or legal or regulatory requirements, incorrect or mis-representation of any financial
statements and reports etc.

This Policy intends to cover serious concerns that could have serious impact on the operations and
performances of the Company and malpractices and events which have taken place or suspected to have taken
place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations,
negligence causing danger to public health and safety, misappropriation of monies and other matters or
activity on account of which the interest of the Company is affected and formally reported by whistle blowers
concerning its employees.

RISK MANAGEMENT POLICY

The board of directors of the Company has formed a risk management committee to frame, implement and
monitor the risk management plan for the Company. The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continual basis.

This Policy intends to cover concerns that could have serious impacts on the operational and financial
performance of the Company. The scope of the policy is to identify, assess and treat the risk associated with
the Company and building framework and risk management programs, reviewing of the effectiveness of such
programs and collectively to achieve the target of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate
Social Responsibility) Rules, 2014]:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management
Discussion and Analysis, which is a part of this report.

STATUTORY AUDITORS

At the eleventh AGM held on June 24, 2022, the Members approved the Appointment of M/s. R C Jhawer &
Company, Chartered Accountants (Firm Registration No.310068E) as Statutory Auditors of the Company to
hold office for a period of five years from the conclusion of that AGM till the conclusion of the Sixteenth AGM
to be held in the year 2027.

The Auditors Report for the financial year 2023-24, does not contain any qualification, reservation or adverse
remark.

AUDITORS'' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the
Directors, do not call for further comments. The Auditor''s report for fiscal 2023-2024 does not contain any
qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

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 Ms. Dipika Jain, a whole time
Company Secretary in practice having Membership No. 50343 & C.P. No.18466, to undertake the Secretarial
Audit of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit
Report. The Secretarial Audit report for financial year 2023- 2024 does not contain any qualification,
reservation or adverse remark. The Secretarial Audit report is annexed herewith as “Annexure I” to the
Board''s report in this Annual report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with auditors'' certificate thereon and
management discussion and analysis are attached, which form part of this report.

INVESTOR COMPLAINTS AND COMPLIANCE

There were no complaints received during the year.

LISTING OF SHARES

The equity shares of your Company are listed on the SME Platform of BSE Limited, 25^th Floor, P.J. Towers,
Dalal Street, Mumbai - 400001 and listing fees for the year 2023-24 has been paid.

ACKNOWLEDGEMENT

Your directors place on record their appreciation for co-operation and support extended by the Banks, SEBI,
Shareholders, Bankers to the Issue, RTA and farmers and Traders for their continued support extended to the
Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and
enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Director
Sd/-

Date: 30^th May, 2024 ASHA LADIA

Place: Paschim Medinipur (CHAIRPERSON)

Registered office:

Village - Chekuasole, P.O. - Jogerdanga, P.S.- Goaltore,

Dist - Paschim Medinipur, PIN- 721121, West Bengal

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Mar 31, 2015

Dear Members,

The Directors are pleased to present their 4th Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2015.

The Financial performance of the Company for the year ended 31st March, 2015 is summarized below:-

Financial Result 31st March, 2015 31st March, (Rs. in lacs) 2014 (Rs. in lacs)

Profit for the year ended 6.29 6.64

Less: Provision for Taxation (1.21) (1.27)

Add: MAT credit entitlement 1.21 1.27

Profit after Tax 6.29 6.64

Add: Profit brought forward from previous 14.08 7.44 year

Balance carried over to Balance Sheet 20.37 14.08

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2015.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure X".

INFORMATION TECHNOLOGY AND COMMUNICATION:

During the financial year 2014-15, apart from upgrading the existing software application with enhanced/added features to meet the current and emerging business needs.

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

Pursuant to Section 134(3) of the Companies Act, 2013, read with Role 8 (3) of Companies (Accounts) Rules, 2014, the relevant information is given below:

CONSERVATION OF ENERGY:

RESEARCH AND DEVELOPMENT:

The Company has no formal research and development department but the Company is continuously making efforts to strength research and development activities to improve quality and reduce cost.

TECHNOLOGY IMPORT ABSORPTION:

The Company has not imported any technology. Indigenous technology available is continuously upgraded to improve overall performance. The Company has not made any expenditure on Research & Development throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there was no earnings and outgo in foreign exchange.

CORPORATE GOVERNANCE REPORT:

Pursuant to the Clause 52 of the listing agreement with the SME Platform of Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith as "Annexure-I"

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 52 of the listing agreement with the SME Platform of Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith as "Annexure- II"

PUBLIC DEPOSIT

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

DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Ms. Asha Ladia, director of the Company liable to retire by rotation and being eligible has offered herselves for re-appointment.

During the year Mr. Jay Prakash Heerwal (DIN: 03123914) who was the Independent director of the Company submitted his resignation from the directorship of the Company on 16th June, 2014, due to his full time engagement in the practice of Chartered Accountancy and Further Mrs. Sushila Lodha (DIN: 03504185), the Non- executive director of the Company submitted her resignation from the directorship of the Company on 16th June, 2014, due to some other pre-occupation. The same were accepted by the Board and the Board hereby places on record its sincere thanks and gratitude for the valuable contribution made by Mr. Jay Prakash Heerwal and Mrs. Sushila Lodha. The Board on behalf of all the members wishes both Mr. Jay Prakash Heerwal and Mrs. Sushila Lodha a healthy and successful life.

The Board has approved the appointment of Shri. Supreme Lodha, as the CFO of the Company with effect from 18th August, 2014. The Board has considered the recommendation of the Nomination and Remuneration Committee and Audit Committee regarding the said appointment.

Declaration by Independent Director:

Mrs. Kalpana Agrawal (DIN: 02976827) and Mrs. Venus Kedia (DIN: 06422518), independent directors of the Company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013

Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, 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 Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee formulated a policy for selection and appointment of Directors, senior managements and their remuneration.

Meetings:

The details of the number of Board Meetings and meetings of various Committees are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013.

Audit Committee:

Upon the resignation of the Mr. Jay Prakash Heerwal and Mrs. Sushila Lodha, from the directorship of the Company, the Audit Committee of the Company reconstituted on 11th August , 2014 as follows;

Mrs. Venus Kedia (DIN: 06422518)-Non-executive Independent Director- Chairman

Mrs. Kalpana Agarwal (DIN: 02976827) - Non-executive Independent Director-Member

Mr. Pradip Lodha (DIN: 03006602)- Managing Director- Member

More details on the Committee are given on the Corporate Governance Report.

DIRECTOR'S RESPONSIBILY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departure.

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 and loss of the Company for the year under review.

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 Directors have prepared the accounts for the financial year ended 31st March, 2015 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 were operating effectively.

f) 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.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

a. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Person (KMP) against the performance of the Company are as under:

Sl. Name of Director/KMP & Remuneration % increase in No. Designation of remuneration in Director/KMP the Financial for the Financial Year 2014-15 Year 2014-15 (Rs. in lacs)

1 Pradip Lodha 2.16 Nil Managing Director

2 Supreme Lodha 2.27 26.11 Chief Financial Officer

3 Subrat Kumar Nayak 2.00 11.11 Company secretary & Compliance Officer

4 Karunamoy Bandyopadhyay 1.50 4.16 Manager(Operation)

Sl. Name of Director/KMP & Ratio of Comparison of No. Designation remuneration the of each remuneration Director/KMP of the KMP to median against the remuneration performance of of employees the Company

1 Pradip Lodha 3.27 The revenue of Managing Director the Company increases 2 Supreme Lodha 3.43 36.53% and the Chief Financial Officer profit of the Company 3 Subrat Kumar Nayak 3.03 decreases 5.27% Company secretary & Compliance Officer

4 Karunamoy Bandyopadhyay 2.27 Manager(Operation)

b. The median remuneration of employees of the Company during the financial year was Rs. 0.66 lakhs;

c. There were 13 permanent employees on the rolls of the Company excluding 4 KMPs as on March 31, 2015;

d. There is no change in remuneration of Managing Director as the Managing Director by self declaration denied to take his increased remuneration approved by the members in the 3rd AGM of the Company up to 31st March, 2015; and performance of the Company for the financial year ended 31st March, 2015 the revenue of the Company increases 36.53% and the profit of the Company decreases 5.27%.

e. Price Earnings ratio of the Company was 0.12 as at March 31, 2015 as compared to 0.18 on March 31, 2014;

f. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendation of the Human Resources, Nomination and Remuneration Committee as per remuneration policy for Directors, Key Managerial Personnel and other employees.

g. The ratio of the remuneration of the highest paid director to that of the employees who are not directors and KMPs but receive remuneration in excess of the highest paid director during the year- Not applicable.

h. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The "Code of Conduct" is available on the Corporate Governance section of the Company's website www.karnimatacoldstorage.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

BONUS ISSUE

The Company has not allotted any bonus issue during the year.

PUBLIC ISSUE

During the year under review your Company has not issued any securities to the public.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors of the Company on 11th August, 2014 has adopted a Vigil Mechanism/Whistle Blower Policy.

This Policy provides a channel to the employees and directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or legal or regulatory requirements, incorrect or mis-representation of any financial statements and reports etc.

This Policy intends to cover serious concerns that could have serious impact on the operations and performances of the Company and malpractices and events which have taken place or suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

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 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.

All the Board of Directors and designated employees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company on 12th March, 2015 has adopted a Risk management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risk associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

INTERNAL CONTROLS:

The Company has maintained adequate internal control system to ensure that its assets are protected against loss of unauthorized use and improper handling. During the year the company appointed M/s Kshitiz & Co., 51, Nalini Sett Road, 5th Floor, Room No- 19, Kolkata- 700007. The firm is authorized to by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with internal auditor set up applicable control measures for the Company.

AUDITORS:

STATUTORY AUDITORS

At the 3rd Annual General Meeting held on 25th September, 2014, M/s Bidasaria & Associates, Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of 8th Annual General Meeting of the Company. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Bidasaria & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this, regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in-accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS' REPORT:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

SECRETARIAL AUDITOR:

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 Mr. B L Patni, a whole time Company Secretary in practice having Membership No. 1321, to undertake the Secretarial Audit of the Company.

SECRETARIAL AUDIT REPORT:

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as "Annexure Y"

The Report doesn't contain any qualification.

PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints duly resolved and as on date there is no complaints pending.

LISTING OF SHARES:

The equity shares of your Company are listed on the SME Platform of BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400001 and listing fees for the year 2014-15 has been paid.

ACKNOWLEDGEMENT:

Your directors place on record their appreciation for co-operation and support extended by the Banks, SEBI, Shareholders, Bankers to the Issue, RTA and farmers and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Director

Date: 31/07/2015 PRADIP LODHA

Place: Paschim Medinipur Managing Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 3rd Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2014.

The Financial performance of the Company for the year ended 31st March, 2014 is summarized below:-

Financial Result 31st March, 2014 31st March, 2013 (Rs. in lacs) (Rs. in lacs)

Profit for the year ended 6.64 2.77

Less: Provision for Taxation (1.27) (0.53)

Add: MAT credit entitlement 1.27 0.53

Profit After Tax 6.64 2.77

Add: Profit brought forward from previous year 7.44 4.67

Balance carried over to Balance Sheet 14.08 7.44

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2014.

PARTICULAR OF EMPLOYEES:

During the year under review, no employee of the Company was in receipt of the 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.

INFORMATION TECHNOLOGY AND COMMUNICATION:

During the financial year 2013-14, apart from upgrading the existing software application with enhanced/added features to meet the current and emerging business needs.

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

Pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended the relevant information is given below:

CONSERVATION OF ENERGY:

RESEARCH AND DEVELOPMENT:

The Company has no formal research and development department but the Company is continuously making efforts to strength research and development activities to improve quality and reduce cost.

TECHNOLOGY IMPORT ABSORPTION:

The Company has not imported any technology. Indigenous technology available is continuously upgraded to improve overall performance.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there was no earnings and outgo in foreign exchange.

INITIAL PUBLIC OFFERING

The Company has spent/utilized the proceeds of the fund raised under the IPO as per the Object of the issue upto 30th April, 2014.

STATEMENT OF UTILIZATION OF ISSUE PROCEEDS BY COMPANY AS ON 31st MARCH, 2014

The use of IPO proceeds as per the "object of the issue" is as follows: (Rs. In Lacs)

Funds raised through IPO (Initial Public Offering) 303.60

Deployed in providing Seasonal Loans to farmers/traders in FY 2013-14 267.30

Deployed in Issue Related Expenses 34.85

Deployed in providing Seasonal Loans to farmers/traders in FY 2014-15 1.45

CORPORATE GOVERNANCE:

Pursuant to the Clause 52 of the listing agreement with the SME Platform of Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith.

Pursuant to Clause 52 of the listing agreement with the SME Platform of Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith.

PUBLIC DEPOSIT

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

DIRECTORATE

Ms. Asha Ladia, director of the Company liable to retire by rotation and being eligible has offered themselves for re-appointment.

Further appointment of Mrs. Venus Kedia and Kalpana Agrawal as per the applicable Sections of Companies Act, 2013 and any others Rules for a term of five years is also noted by the Board.

Your directors recommend the above re-appointment and appointments.

BONUS ISSUE

The Company has not allotted any bonus issue during the year.

PUBLIC ISSUE

During the year under review your Company entered into the Capital Market with a maiden Public Issue of 15,18,000 equity shares of Rs. 10/- each at a premium of Rs. 10/-per share aggregating to Rs.303.60 lacs . The issue received an overwhelming response and the same was oversubscribed by 2.33 times. The equity shares have been listed and are being traded on the SME platform of Bombay Stock Exchange Limited.

AUDITORS:

The Board of Directors of the Company has on recommendation of the Audit Committee proposed that M/s Bidasaria & Associates, Chartered Accountants, Kolkata be re-appointed as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a term of Five years have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (1B) of Section 224 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints duly resolved and as on date there is no complaints pending.

LISTING OF SHARES:

The equity shares of your Company are listed on the SME Platform of BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400001 and listing fees for the year 2013-14 has been paid.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) 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 and loss of the Company for the year under review.

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

ACKNOWLEDGEMENT:

Your directors place on record their appreciation for co-operation and support extended by the Banks, SEBI, Shareholders, Bankers to the Issue, RTA and farmers and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Director Date: 30/05/2014 Place: Paschim Medinipur PRADIP LODHA Chairman and Managing Director