Directors Report of Kuber Udyog Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 42^nd Annual Report together with the Audited Accounts
of the Company for the Financial Year ended 31^st. March 2024.

FINANCIAL HIGHLIGHTS:

The Standalone Financial Highlights for the year ended 31^st. March 2024:

(Amount in Lakhs)

Particulars	31st March 2024	31st. March 2023
Revenue from Operations	45.48	59.50
Other Income	11.31	20.98
T otal Revenue	56.79	80.47
Total Expenses	46.99	74.80
Profit before tax	9.81	5.67
Profit after tax	9.81	5.67

REVIEW OF OPERATIONS:

During the financial year ended 31^st. March 2024, the Company has recorded total revenue of Rs. 56.79
Lakhs as compared to the total revenue of Rs. 80.47 Lakhs in the previous year. The net profit incurred
for the FY 2023-24 is Rs. 9.81 Lakhs as compared to net profit incurred of Rs. 5.67 Lakhs in the previous
year.

DIVIDEND:

During the year under review, to conserve the resources of the Company for future growth and
development the Board of Directors do not recommend any dividend.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in form MGT-9 pursuant to the provisions of Section 92 read with rule 12
of the Companies (Management and Administration) Rules, 2014 is annexed to Annual Report and
placed on the website of the Company and can be accessed at .www.kuberudyog.com..

DEPOSITS:

During the year under review, the Company has neither accepted/ invited any deposits from public
falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 nor did any deposits remain unpaid or unclaimed during the year under review.

TRANSFER TO RESERVES:

Amount of Rs 1.96 Lakhs was transferred to the Statutory Reserve Fund during the financial year ended
March 31, 2024.

MAINTENANCE OF COST RECORDS:

The Maintenance of Cost Records pursuant to Section 148(1) of the Companies Act, 2013 is not required
by the Company and accordingly such accounts and records are not made and maintained by the
Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION & PROTECTION FUND:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section
125 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year 2023-24, there is no change in nature of business of the company.

SHARE CAPITAL:

During the financial year 2023-24, there is no change in the share capital of the company.

REGISTERED OFFICE:

The registered office of the Company was shifted from Ahmedabad, Gujarat to Mumbai, Maharashtra in
the year 2021-22. There is no change in the Registered office of the Company during the year under
review.

WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website i.e. :www.kuberudyog.com. and Annual Return of Company has been
published on such website.

INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of
the Company and same were operating throughout the year. Pursuant to the provisions of Section 138 of
the Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 27/05/2023 had
appointed Mrs. Meenakshi Jain, Chartered Accountants as Internal Auditor of the Company for the
financial year 2023-24. The audit committee of the Board of Directors in consultation with the Internal
Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal
audit.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 3 (c)of the Companies Act, 2013, with respect to
Directors Responsibilities Statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended 31^st March 2024 the
applicable accounting standards had been followed along with proper explanation relating to
material departures.

b. That the Directors has 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 review.

c. That the Directors had taken proper and enough 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, and,

d. The Directors had prepared the accounts for the financial year ended 31^st March 2024 on a going
concern basis.

e. 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.

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

SUBSIDIARIES, ASSOCIATES AND IOINT VENTURES:

The Company does not have any subsidiaries, associates and Joint venture companies, pursuant to which
the provisions of Section 129 (3) of the Companies Act, 2013 is not applicable to the company.

LOANS. GUARANTEES OR INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided under Section
186 of the Companies Act, 2013 form part of the Notes to the Financial Statements.

FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has in compliance with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, during the financial year.

RELATED PARTY TRANSACTIONS:

During the year, the Company had not entered into any contract/arrangement/transactions with related
parties which could be considered as material. All transactions entered into with Related Parties as
defined under the Companies Act, 2013 during the financial year were in the ordinary course of business
do not attract the provisions of Section 188 of the Companies Act, 2013. There was no transaction during
the year which requires to be reported in Form AOC -2.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of The
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed and form part of the Directors report and annexed.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not
applicable as the Company is having Net worth less than rupees Five Hundred Crores, Turnover less than
rupees One Thousand Crores and Net Profit less than rupees Five Crores.

NUMBER OF MEETINGS OF THE BOARD:

8 meetings of the Board of Directors of the Company were held during the year. The Directors actively
participated in the meetings and contributed valuable inputs on the matters brought before the Board
from time to time. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.

COMMITTEES OF THE BOARD & COMMITTEE:

BOARD OF DIRECTORS:

As on 31.^st. March 2024, the Board of the Company consisted of 4 Directors, and 1 Chief Financial Officer.
Accordingly, the composition of the Board is in conformity with Regulation 17 of the Listing Regulations.

During the financial year 2023-2024, the Board of Directors met eight times on the following dates
18.04.2024, 27.05.2023, 22.06.2023, 10.08.2023, 06.09.2023, 30.09.2023, 02.11.2023 and 02.02.2024.

The gap is not more than one hundred and twenty days between two consecutive meetings of the Board.

The composition of the Board of Directors as on 31.03.2024 is summarized below: -

Sr. No.	Name of Director	DIN / PAN	Designation
1	Mr. Chetan Shinde	06996605	Managing Director
2	Mrs. Sejal Soni	07751759	Executive Director
3	Mrs. Richa Dani	08299159	Independent Director
4	Mr. Akshay Girish Poriya	10309151	Independent Director (w.e.f 06.09.2023)
5	Mrs. Sejal Soni	AWAPS4621H	Chief Financial Officer
6	Mr. Rishi Kakkad	BURPK7996M	Company Secretary (up to 30.09.2024)
7	Ms. Leena Kumawat	BGIPK8492F	Company Secretary (w.e.f 01.10.2024)

During the year none of the Directors of the Company:

- Has held or holds office as a director, including any alternate directorship, in more than twenty
companies at the same time and maximum number of directorships in public companies does not exceed
ten as per the provision of Section 165 of Company Act, 2013.

- Has held or holds office of directorships, including any alternate directorships in more than eight listed
entities as per the provision of 17A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

- Has not serve as an independent director in more than seven listed entities and whole-time director has
not serve as an independent director in not more than three listed entities.

- Is a Member of more than 10 (ten) Committees and Chairman / Chairperson of more than 5 (five)
Committees across all the Indian public limited companies in which he / she is a Director.

AUDIT COMMITTEE:

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the
Company''s internal controls and financial reporting process. The quorum, power, role and scope are in
accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015.

The terms of reference of the committee inter alia include overseeing the Company''s financial reporting
process and disclosures of financial information. The responsibility of the committee inter alia is to
review with the management, the consolidated and standalone quarterly/annual financial statements
prior to recommending the same to the Board for its approval.

The committee reviews the reports of the internal and statutory auditors and ensures that adequate
follow-up action is taken by respective auditors. The management on observations and
recommendations made by the respective auditors.

The Audit Committee also assures the Board about the adequate internal control procedures and
financial disclosures commensurate with the size of the Company and in conformity with requirements
of the new Listing Regulations. The Board has been reviewing the working of the Committee from time to
time to bring about greater effectiveness in order to comply with the various requirements under the
Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

The committee recommends to the board, the appointment or re-appointment of the statutory auditors
and internal auditors of the Corporation and their remuneration. The committee and auditors discuss
the nature and scope of audit and approves payment of fees for other services rendered by the statutory
auditors. The committee also annually reviews with the management the performance of statutory and
internal auditors of the Corporation to ensure that an objective, professional and cost-effective
relationship is being maintained.

During the financial year 2023-24, the Audit Committee of the Company met five times on 27.05.2023,
10.08.2023, 06.09.2023, 02.11.2023 and 02.02.2024.

The gap is not more than one hundred and twenty days between two Audit Committee meetings.

The Composition of the Audit Committee is given herein below:

Sr. No.	Member''s Name	Category	Designation
1	Mrs. Richa Dani	Independent Director	Chairman
2	Mr. Akshay Poriya	Independent Director	Member
3	Mrs. Sejal Soni	Director	Member

The details of the Attendance of members at Audit Committee Meeting are as under:

Sr. No.	Member''s Name	No. of Meetings attended
1	Mrs. Richa Dani	5
2	Mr. Akshay Poriya	2
3	Mrs. Sejal Soni	5

NOMINATION AND REMUNERATION COMMITTEE:

The terms of reference of Nomination and Remuneration Committee include the matters specified in
Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and section 178 of the Companies Act, 2013.

The terms of reference of the committee inter alia include formulation of the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the board a policy,
relating to the remuneration of the directors, key managerial personnel, senior management and other
employees of the Company. The committee formulates the criteria for evaluation of the Chairman,
independent directors, non-executive directors, the Board as a whole and Board committee.

The committee''s function includes identifying persons who are qualified to become directors of the
Company, recommending their appointment or re-appointment of the existing directors to the Board,
ensuring that such persons meet the relevant criteria prescribed under applicable laws including
qualification, area of expertise and experience, track record and integrity and reviewing and approving
the remuneration payable to the executive directors of the Company within the overall limits as
approved by the shareholders.

During the year under review, the committee met three times. The meeting was held on 18.04.2023,
22.06.2023 and 30.09.2023.

The Composition of the Nomination and Remuneration Committee is given herein below:

Sr. No.	Member''s Name	Category	Designation
1	Mrs. Richa Dani	Independent Director	Chairman
2	Mr. Akshay Poriya	Independent Director	Member
3	Mrs. Sejal Soni	Director	Member

The details of the Attendance of members at Nomination and Remuneration Committee Meeting are as

nnHpr-

Sr. No.	Member''s Name	No. of Meetings attended
1	Mrs. Richa Dani	3
2	Mr. Akshay Poriya	1
3	Mrs. Sejal Soni	3

Performance Evaluation criteria for Independent Directors:

Based on the recommendation of the Nomination and Remuneration Committee and as approved by the
Board, the performance of the individual Non-Independent Directors are evaluated annually on basis of
criteria such as qualifications, experience, knowledge and competency, fulfillment of functions, ability to
function as a team, initiative, availability and attendance, commitment (as a Director), contribution and
integrity.

Each individual Independent Director is reviewed, based on the additional criteria of independence and
independent views and judgment. Similarly, the performance of the Chairman is evaluated based on the
additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality,
commitment (as Chairperson) and ability to keep shareholders'' interests in mind.

The following were the criteria for evaluating performance of the Independent Directors:

- Adequate qualifications & skills to understand Corporate Culture, Business & its complexities.

- Adequate preparation for Board, Committee & General Meetings and updating knowledge of area of
expertise.

- Attendance & active participation in above meetings.

- Objective & constructive participation in informed & balanced decision-making.

- No abuse of position detrimental to Company''s/ shareholder''s interest and/or personal advantage,
direct or indirect.

- Ability to monitor Management Performance and integrity of financial controls & systems.

- Active and timely execution of any tasks assigned by the Board.

- Communication in open and fair manner.

- Credibility, directions & guidance on Key issues in the best interest of Company.

- Criteria of Independence.

On the basis of feedback/ratings, the Committee evaluated the performance of the Independent
Directors of the Company.

REMUNERATION OF DIRECTORS:

REMUNERATION POLICY:

The remuneration of directors is recommended by the Nomination and Remuneration Committee of the
Board in line with the Remuneration Policy of the Company and approved by Board and if required are
also approved by the Shareholders and/or the Central Government as the case may be.

The remuneration paid to the Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors subject to shareholders'' approval in
the subsequent General Meeting.

None of the Independent Directors have any pecuniary relationship with the Company other than the
sitting fees received by them for attending the meeting of the Board and/or Committee thereof.

STAKEHOLDERS'' GRIEVANCE COMMITTEE:

The Company has constituted a Stakeholders Relationship Committee it comprises of most independent
directors. The mechanisms adopted by the terms of reference of the committee inter alia include
reviewing Corporation to redress shareholder, depositor and debenture holder grievances, the status of
litigations filed by/against stakeholders of the Corporation and initiatives taken to reduce the quantum
of unclaimed dividends. The committee oversees adherence to service standards and standard operating
procedures pertaining to investor services. The committee reviews the status of compliances with
applicable corporate and securities laws.

During the year under review, the committee met four times on 27.05.2023, 10.08.2023, 02.11.2023,
02.02.2024.

The Composition of the Stakeholders Relationship Committee is given herein below:

Sr. No.	Member''s Name	Category	Designation
1	Mr. Akshay Poriya	Independent Director	Chairman
2	Mrs. Sejal Soni	Director	Member
3	Mr. Chetan Shinde	Managing Director	Member

The details of the Attendance of members at Stakeholders Relationship Committee Meeting are as under:

Sr. No.	Member''s Name	No. of Meetings attended
1	Mr. Akshay Poriya	1
2	Mrs. Sejal Soni	4
3	Mr. Chetan Shinde	4

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the independent directors (“Annual ID Meeting”) was convened which reviewed
the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the
Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the
Chairperson with the Board covering performance of the Board as a whole, performance of the Non¬
Independent Directors and performance of the Board Chairman.

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of
Independence. As required under Section 149(7) of the Companies Act, 2013.

LISTING:

The shares of the Company are listed at the BSE Ltd. The Company has paid the annual listing fees for the
financial year 2023-2024 to the said Stock Exchange.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:

During the year, the following Directors and Key Managerial Personnel have been appointed or have
resigned:

• Mr Akshay Poriya (DIN 10309151) was appointed as a Non-Executive Independent Director with
effect from 06.09.2023.

• Mr. Rishi Kakkad resigned from the post of Company Secretary and Compliance Officer with effect
from 30.09.2023.

• Ms. Leena Kumawat was appointed as the Company Secretary and Compliance Officer of the Company
with effect from 01.10.2023.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board, based on the recommendation of the
Nomination and Remuneration Committee has carried out an annual performance evaluation of Board of
Directors, Statutory Committees and Individual Directors. The Nomination and Remuneration
Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Statutory
Committees and individual Directors.

BOARDS COMMENT ON THE AUDITORS'' REPORT:

The observations of the Statutory Auditor, when read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not calls for any further comment.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by
rotation. The Independent Directors have submitted their disclosure to the board that they fulfill all the
requirements as to qualify for their appointment as an Independent Director under the provisions of the
Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors with the industry scenario, the
socio-economic environment in which the Company operates, the business model, the operational and
financial performance of the Company, significant developments so as to enable them to take well
informed decisions in a timely manner. The familiarization program also seeks to update the Directors
on the roles, responsibilities, rights and duties under the Act and other statutes.

CORPORATE GOVERNANCE:

Your Company always places a major thrust on managing its affairs with diligence, transparency,
responsibility and accountability thereby upholding the important dictum that an Organization''s
corporate governance philosophy is directly linked to high performance. The Company understands and
respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to
serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not
applicable to the company.

The Business Responsibility Report for the financial year ended March 31, 2024 as stipulated under
Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not
applicable.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, giving detailed analysis of
Company''s operations as stipulated under Regulation 34 of SEBI (LODR) Regulations, is presented in a
separate section forming part of the Annual Report.

AUDITORS:

¦ Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company have appointed, M/s Janki & Associates, Practicing Company Secretaries, Mumbai to conduct
the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the year 2023-24
issued by M/s Janki & Associates in the prescribed form MR-3 is attached to this Report. The remarks
mentioned in the report are self-explanatory.

¦ Statutory Auditors:

M/s Namita & Co. Chartered Accountants (Firm Registration No 151040W) were appointed as the
Statutory Auditor of the Company at the 39^th AGM held on 30^th September 2021 to hold the office for
a period of 5 (five) years till the conclusion of the 44^th .AGM to be held in the year 2026, in terms of the
applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and
Auditors) Rules 2014.

The Report given by the Auditors on the financial statements of the Company is part of the Annual
Report. There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.

Further, on 11.08.2024, M/s Namita & Co. Chartered Accountants (Firm Registration No 151040W)
resigned as Statutory Auditor of the Company vide the Resignation Letter dated 12.08.2024. On the
recommendation of the Audit Committee and pursuant to the approval of shareholders, M/S Bilimoria
Mehta & Co. is appointed to fill the casual vacancy up to the conclusion of 42^nd AGM caused due to the
resignation of M/s Namita & Co. Chartered Accountants. Pursuant to the approval of shareholders,
M/S Bilimoria Mehta & Co. has been appointed as Statutory Auditor of the Company for a term of 5
years from the conclusion of 42^nd AGM held in 2024 to 47^th AGM to be held in 2029.

¦ Cost Auditor:

The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to your
Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, there have been no instances of fraud reported by the Auditors to the
Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy
for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their
remuneration.

¦ The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification,
expertise and experience of the person for appointment as Director and ensures that the candidate
identified possesses adequate qualification, expertise and experience for the appointment as a
Director.

¦ The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as
Director is compliant with the provisions of the Companies Act, 2013.

¦ The candidate''s appointment as recommended by the Nomination and Remuneration Committee
requires the approval of the Board.

¦ In case of appointment of Independent Directors, the Nomination and Remuneration Committee
satisfies itself with regard to the independent nature of the Directors vis- a-vis the Company so as to
enable the Board to discharge its function and duties effectively.

¦ The Nomination and Remuneration Committee ensures that the candidate identified for appointment
as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

GREEN INITIATIVE:

Electronic copy of the Annual Report 2023-2024 and the Notice of the 42^nd Annual General Meeting are
sent to all members whose email addresses are registered with the Company / depository participant(s).
For members who have not registered their email addresses, physical copies are sent in the permitted
mode.

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, as may be amended from time to time which
permits paperless compliances and also service of notice / documents (including annual report) through
electronic mode to its members.

To support this green initiative, we hereby once again appeal to all those members who have not
registered their e-mail addresses so far are requested to register their e-mail address in respect of
electronic holding with their concerned Depository Participants and/or with the Company.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core
group of leadership team, which identifies, assesses the risks and the trends, exposure and potential
impact analysis at different level and lays down the procedure for minimization of risks.
Risk Management forms an integral part of Management policy and is an ongoing process integrated
with the operations.

Company has identified various strategic, operational and financial risks which may impact Company
adversely. However, management believes that the mitigation plans for identified risks are in place and
may not threaten the existence of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has formulated a policy in respect of Sexual Harassment of women at workplace as per the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013. There was no complaint received by the Company during the financial year 2023-2024 under the
aforesaid Act.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has adopted the code of conduct for the directors. All board members have
affirmed compliance with the code of conduct for the period under review. A declaration to that effect
signed by the Director is attached and forms part of the Annual Report of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Section 177 of the Companies Act, 2013 requires every listed company to establish a vigil mechanism for
the directors and employees to report genuine concerns in such manner as may be prescribed. The
Company has adopted the policy for implementing Vigil Mechanism. Vigil (whistle blower) mechanism
provides a channel to the employees and directors to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of the code of conduct or policy. The
mechanism provides for adequate safeguards against victimization of directors and employees to those
who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in
exceptional cases.

This policy applies to all directors and employees of the Company. All directors and employees of the
Company are eligible to make disclosures under this Policy in relation to matters concerning the
Company.

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 RELATE AND THE DATE OF THE REPORT:

There are no Material changes and commitments affecting financial position between end of the financial
year and the date of the report is given as hereunder.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company''s operations.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the year under review and
hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME:

The Company has during the year under review not issued nor provided any employee stock option
scheme and hence no information is furnished as per provisions of Rule 12 (9) of the Companies (Share
Capital and Debenture) Rules, 2014.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE.2016:

No application has been made or any proceeding is pending under the IBC, 2016.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The Additional information required under the provisions of Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced
herewith:

(a) Conservation of energy and technology absorption:

As the Company holds investments in the other Companies, there are no particulars regarding
conservation of energy and technology absorption, as required under provisions of the Act and rules
made thereunder.

(b) Foreign Exchange earnings and outgo:

Total foreign exchange inflow: Nil
Total foreign exchange outflow: Nil

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

FRAUD REPORTING:

During the year under review, no instances of fraud were reported by the Statutory Auditors of the
Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has
received from its promoters, shareholders, lenders, business associates, vendors, customers, media and
the employees of the Company.

By order of the Board
For Kuber Udyog Limited

Sd/-

Mr. Chetan Shinde

Date: 02^nd September 2024 Managing Director

Place: Mumbai DIN: 06996605

---

Mar 31, 2015

Dear Members,

The Directors are please to present you the 33rdAnnual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS:

Financial Results For the Year ended For the Year ended 31st 31st March, 2015 March, 2014 (Amt in Lacs) (Amt in Lacs)

Income/ (Loss) 7,992,089 525,390

Less: Expenditure 7,636,246 3,817

Profit/(Loss) before tax 355,844 521,573

Less: Tax Expenses 135,312 99,385

Profit/(Loss) after tax 220,532 422,188

REVIEW OF OPERATION:

During the year Company has made a profit of Rs. 220,532/- which has been carried over to balance sheet. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the years to come.

DIVIDEND:

With a view to have a steady future growth, the Board has decided not to recommendany dividend for the financial year ended 31st March, 2015.

SHARE CAPITAL:

The paid up capital of the Company as on March 31, 2015 was Rs.34,330,000.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company during the period of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A):

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

INTERNAL AUDITORS:

The company has appointed Mr. Ashvin Thumar, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Arpan Chudgar, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed Mandar Palav & Associates (Practising Company Secretaries) as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure - C to the Board's Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Management of the company is making all efforts to put adequate systems and process in the company commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

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".

FIXED DEPOSIT:

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

RBI GUIDELINES:

As a Systemically Important Non Deposit taking Non-BankingFinance Company, your Company always aims to operate incompliance with applicable RBI laws and regulations and employsits best efforts towards achieving the same.

PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

BOARD OF DIRECTORS:

During the year under review Mr. Ashok Kumar Jain resigned with effect from 20th October, 2014. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

During the year under review Mr. Dev Raj Verma and Mr. Jasbir Singh resigned with effect from 26th August, 2015.The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Saurabh Rathod is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 years w.e.f 01/09/2015 to 31/08/2020.

The Board of Directors appointed Ms. Zeal Mahesh Bilakhia as Additional Director at their meeting held on 20th October, 2014. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mr. Saurabh Pravin Rathod as an Executive Director at their meeting held on 20th October, 2014. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mr. Nilesh Umedmal Kala as Additional Director at their meeting held on 14th March, 2015. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mrs. Namita Ajay Dalmia as Additional Director at their meeting held on 30th March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

All the above Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made Loans and has made Investments in Equity under its Ordinary course of Business covered under the Section 186 of the Companies Act 2013.

The details of the Loans and investments made by Company are given in the Schedule to the Balance Sheet.

NUMBER OF MEETINGS:

The Board has met twelve times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

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 carried out has been explained in the Corporate Governance Report.

AUDITORS AND AUDITORS REPORT:

M/s. Arpan Chudgar & Associates., Chartered Accountants, Ahmedabad bearing ICAI Firm Registration No as 133877W were appointed as Statutory Auditors at their Annual General Meeting held on 30th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each 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 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

AUDIT COMMITTEE:

Audit Committee is consisting of Ms. Zeal Bilakhia— Chairman, Mr.Nilesh Kala and Mr. Dev Raj Verma as members of the Audit Committee.

STAKEHOLDER'S RELATIONSHIP COMMITTEE (Previously SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE):

Stakeholder's Relationship Committee is consisting of Ms Zeal Bilakhia - Chairman, Mr. Nilesh Kala and Mr. Dev Raj Verma.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination And Remuneration Committee is consisting of Ms Zeal Bilakhia - Chairman, Mr.Nilesh Kala and Mr. DevRaj Verma.

Details of the said Committees along with their composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure A in Form AOC-2 and the same forms part of this report.

INCREASE IN AUTHORISED SHARE CAPITAL:

During the financial year, at the Extra Ordinary General Meeting of the members of the Company held on 12th December, 2014 the Company has increased its authorized share capital from Rs. 25,00,000 (Rupees Twenty Five Lacs only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- each to Rs. 5,00,00,000 (Rupees Five Crores only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- each by creation of additional 47,50,000 (Forty Seven Lacs Fifty Thousand) Equity Shares of Rs.10/- each.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY:

Consequent to increase of Authorised Share Capital, the Clause V of Memorandum of Association and Article 5(a) of Articles of Association of the Company were suitably altered in order to reflect the correct share capital.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

During the financial year, at the Extra Ordinary General Meeting of the members of the Company held on 12th December, 2014 the Company had taken the approval for issue and allotment, for cash, upto 32,89,000 (Thirty -Two Lacs Eighty Nine Thousand Only) fully paid-up equity shares of face value of Rs. 10/-each at a premium of Rs. 2/- per equity share aggregating to Rs. 3,94,68,000/- (Rupees Three Crores Ninety Four Lacs Sixty Eight Thousand Only). The Company had allotted 31,84,000(Thirty- One Lakhs Eighty-Four Thousand Only) Equity Shares of Rs. 10/- each at a premium of Rs. 2/- per equity share, after obtaining requisite approval from Calcutta Stock Exchange Limited for the same.

Post allotment of Equity shares as mentioned above the paid up capital of the Company was 34,33,000 Equity Shares of Rs. 10/- each aggregating to Rs. 3,43,30,000. The said shares were then allotted on 18.12.2014.

REVOCATION OF SUSPENSION:

The shares of the Company were suspended by Calcutta Stock Exchange (CSE) for non compliance of various provisions of the Listing Agreement. The Company has made application during the financial year for revoking suspension of trading of securities and your Directors are glad to inform that the suspension of trading of securities were revoked on 10/11/2014 by CSE vide issuing letter to this effect.

APPLICATION FOR DIRECT LISTING:

Further the Company has also made application with Bombay Stock Exchange Limited (BSE) to list its securities. The application is in process and your Directors are expecting to get the approval for listing of its securities on BSE soon.

STOCK EXCHANGES:

The Company's shares are listed on the Calcutta Stock Exchange Limited.

DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has 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 review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) 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.

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

PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption respectively is not applicable to the Company.

The operation of the Company is confined within the territory of India only and therefore, the details relating to export etc are nil.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company manages risk at the Company through a detailed Risk Management Policy framework. The Risk Management Policy lays down guidelines in identifying, assessing and managing risks that the business are exposed to. Risk is monitored by the Board/Risk Management Committee of the Board through suitable reportingmechanisms for the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review. Your Directors also wish to place on the record their deep sense of appreciation for the commitment displayed by all Executives, officers and staff.

For and on behalf of the Board KUBER UDYOG LTD

Sd/- Date: 26.08.2015 CHAIRMAN Place of signature: Mumbai MR.SAURABH RATHOD

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Mar 31, 2014

Dear Members

The Directors are please to present you the 32nd Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

Financial Results For the Year For the Year ended 31st ended 31st March, 2014 March, 2013 (Amt in INR) (Amt in INR)

Income/ (Loss) 525,390 0

Less: Expenditure 3,817 3,552

Profit/ (Loss) before tax 521,573 (3,552)

Less: Tax Expenses 99,385 0

Profit/ (Loss) after tax 422,188 (3,552)

During the year company has earned a profit of Rs.4,22,188/- which has been carried over to balance sheet.

DIVIDEND:

With a view to have a steady future growth, the Board has decided not to recommend any dividend for the financial year ended 31st March, 2014.

FIXED DEPOSIT:

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

BOARD OF DIRECTORS:

During the Year under the review, the Constitution of the Board is duly set-up. None of the Board members resigned from the Board and no new directors been inducted to the board.

However, Mr. Dev Raj Verma, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

AUDITORS:

M/s Raj Gupta & Co., Chartered Accountants, having office at Ludhiana, Punjab retire at the conclusion of ensuing annual general meeting. The Company has received a resignation letter from the retiring auditor.

M/s Arpan Chudgar & Associates., Chartered Accountants, having their office at Ahmedabad, Gujarat have tendered themselves to be appointed as the statutory auditors of the company. Their term of appointment will be for Three years from the date of their appointment.

The Board recommends their appointment.

AUDITORS REPORT:

The Auditor Report on the accounts is self-explanatory and requires no further comments.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees were drawing remuneration, which require disclosure under section 217 (2A) of the companies Act, 1956, read with the companies (particulars if the employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT:

The Securities Exchange Board of India had vide a circular dated August, 2003 mandated insertion of Clause 49 Report (Corporate Governance Report) in the Listing Agreement of every Company whose Paid-up Capital is of Rs. 3 Crores and above or Net Worth of Rs. 25 Crores or more.

The Board reports to you on this that the Company's present paid-up capital or Net worth does not crossed the Statutory limit as set by the SEBI to make it applicable reporting of Corporate Governance. Therefore no Corporate Governance Report has been annexed to this Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance certificate received from M/s. B.K Gupta & Associates, a practicing Company Secretary is annexed to this report, as required under the provisions of section 383A(1) of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING & OUTGO:

In view of the nature of activities which are being carried on by the Company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, concerning Conservation of energy and technology absorption respectively are not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc. are nil.

DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 217(2AA) of the companies Act, 1956, your Directors confirm that:

I. In the preparation of the Annual accounts for the year ended March 31,2014 the applicable accounting standard have been followed along with proper explanation relating to material departures, if any.

II. The accounting standard policies selected and applied are consistence and the judgment and estimate made are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and Loss of the company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provision of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Annual accounts for the financial year ended 31st March 2014 have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review. Your Directors also wish to place on the record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

For and on behalf of the Board KUBER UDYOG LTD

Sd/- Date: 31.05.2014 CHAIRMAN place: Kolkata MR. DEV RAJ VERMA DIN: 00474886

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Mar 31, 2013

Dear Members

The Directors are please to present you the 31st Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS

Financial Results For the Year For the Year ended 31st ended 31st March, 2013 March, 2012 (Amt in INR) (Amt in INR)

Income/ (Loss) 0.00 0.00

Less: Expenditure 3,552.00 3,751.00

Profit/ (Loss) before tax (3,552.00) (3,751.00)

Less: Tax Expenses 0.00 0.00

Profit/ (Loss) after tax (3,552.00) (3,751.00)

During the year company has incurred a Loss of Rs 3,552/- which has been carried over to balance sheet.

DIVIDEND:

In view of loss, your Directors have decided not to recommend any dividend for the year under consideration.

BOARD OF DIRECTORS:

There was no change in the constitution of the Directors during the year.

However, Mr. Ashok Kumar Jain, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

FIXED DEPOSIT:

The Company has not accepted any fixed deposits from the public with the meaning of section 58-A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest was outstanding on the date of balance sheet.

AUDITORS:

M/s. Raj Gupta & Co., Chartered Accountants, the existing Auditor of the Company will retire ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their reappointment.

AUDITORS REPORT:

The Auditor Report on the accounts is self-explanatory and requires no further comments.

PARTICULARS OF EMPLOYEES:

During the year under review none of the employees were drawing remuneration, which require disclosure under section 217 (2A) of the companies Act, 1956, read with the companies (particulars if the employees) Rules, 1975

CORPORATE GOVERNANCE REPORT:

The Securities Exchange Board of India had vide a circular dated August, 2003 mandated insertion of Clause 49 Report (Corporate Governance Report) in the Listing Agreement of every Company whose Paid-up Capital is of Rs. 3 Crores and above or Net Worth of Rs. 25 Crores or more.

The Board reports to you on this that the Company's present paid-up capital or Net worth does not crossed the Statutory limit as set by the SEBI to make it applicable reporting of Corporate Governance. Therefore no Corporate Governance Report has been annexed to this Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance certificate received from M/s. B.K Gupta & Associates, a practicing Company Secretary is annexed to this report, as required under the provisions of section 383(1) of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING & OUTGO:

In view of the nature of activities which are being carried on by the Company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, concerning Conservation of energy and technology absorption respectively are not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc. are nil.

DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 217(2AA) of the companies Act, 1956, your Directors confirm that:

I. In the preparation of the Annual accounts for the year ended 31st March, 2013 the applicable accounting standard have been followed along with proper explanation relating to material departures, if any.

II. The accounting standard policies selected and applied are consistence and the judgment and estimate made are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and Loss of the company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provision of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Annual accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review. Your Directors also wish to place on the record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

For & on behalf of the Board Date: 20.06.2013 KUBER UDYOG LTD Place:Ludhiana SD/- CHAIRMAN

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Mar 31, 2012

Dear Members,

The Directors are please to present you the 30th Annual Report of your Company together with the Audited Accounts of the Company for the year ended March 31,2012.

FINANCIAL RESULTS

Financial Results For the Year ended For the Year ended 31st March, 2012 3 1st March, 2011 (Amt in INR) (Amt in INR)

Income/ (Loss) 0 (324,632)

Less: Expenditure 3,751 3,021

Profit/ (Loss) before tax (3,751) (327,653)

Less: Tax Expenses 0 0

Profit/ (Loss) after tax (3,751) (327,653)

During the year company has not earned any profit and the Company is in hope of better growth in future.

DIVIDEND:

In view of the loss incurred by the Company, the Board has decided not to recommend any dividend for the financial year ended 31st March, 2012.

FIXED DEPOSIT:

The Company has not accepted/ invited any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder and as such, no amount on account of principal or interest was outstanding on the date of balance sheet.

BOARD OF DIRECTORS:

During the Year under the review, the Constitution of the Board is duly set-up.

We regret the sad demise of Sh. Jagdish Chand, Director of the Company on 12th January, 2012. The Board of Director places on record its appreciation for valuable services rendered by the departed soul.

Mr. Jasbir Singh was appointed as a director to fill casual vacancy caused by the sad demise of Mr. Jagdish Chand on 17th January, 2012. Accordingly his term as Director Expires at the ensuing annual general meeting.

Looking at his expertise and usefulness to the Company, the Board wishes to retain and regularize him on the Board of the Company. Resolution of which is added in the notice for the consideration of the members at the ensuing annual general meeting.

Further, Mr. Dev Raj Verma, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment.

AUDITORS:

M/s Raj Gupta & Co., Chartered Accountants, having office at Ludhiana, the existing auditor of the Company will retire at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The Board recommends their appointment.

AUDITORS REPORT:

The Auditor Report on the accounts is self-explanatory and requires no further comments. PARTICULARS OF EMPLOYEES:

During the year under review none of the employees were drawing remuneration, which require disclosure under section 217 (2A) of the companies Act, 1956, read with the companies (particulars if the employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT:

The Securities Exchange Board of India had vide a circular dated August, 2003 mandated insertion of Clause 49 Report (Corporate Governance Report) in the Listing Agreement of every Company whose Paid-up Capital is of Rs. 3 Crores and above or Net Worth of Rs. 25 Crores or more.

The Board reports to you on this that the Company's present paid-up capital or Net worth has not crossed the Statutory limit as set by the SEBI to make it applicable reporting of Corporate Governance. Therefore no Corporate Governance Report has been annexed to this Report.

COMPLIANCE CERTIFICATE:

A copy of Compliance certificate received from M/s. B. K. Gupta & Associates, a practicing Company Secretary is annexed to this report, as required under the provisions of section 383A(1) of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING & OUTGO:

In view of the nature of activities which are being carried on by the Company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, concerning Conservation of energy and technology absorption respectively are not applicable to the Company.

The operation of the company is confined within the territory of India only and therefore, the details relating to export etc. are nil.

DIRECTOR RESPONSIBILITY STATEMENT :

In term of provisions of Section 217(2AA) of the companies Act, 1956, your Directors confirm that:

I. In the preparation of the Annual accounts for the year ended 31st March 2012 the applicable accounting standard have been followed along with proper explanation relating to material departures, if any.

II. The accounting standard policies selected and applied are consistence and the judgment and estimate made are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and Loss of the company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provision of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Annual accounts for the financial year ended 31st March 2012 have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review. Your Directors also wish to place on the record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

For & on behalf of the Board KUBER UDYOG LTD

Date: 04.08.2012 SD/- Place: Ludhiana CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Accounts of the Company for year ended 31st March 2011.

FINANCIAL RESULTS

Financial Results For the Year ended For the Year ended 31st March, 2011 31st March, 2010 (Amt in INR) (Amt in INR)

Income/ (Loss) 0.00 0.00

Less: Expenditure 327,653.00 4,718.00

Profit/ (Loss) before tax (327,653.00) (4,718.00)

Less: Tax Expenses 0.00 0.00

Profit/ (Loss) after tax (327,653.00) (4,718.00)

During the year company has incurred a Loss of Rs 327,653/- which has been carried over to balance sheet.

DIVIDEND

In view of loss incurred by company, Your Directors have decided not to recommend any Dividend for the year under consideration.

DIRECTOR

There was no change in the constitution of the Board of Directors of the Company during the year.

However Sh. Jagdish Chand, Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

FIXED DEPOSITS

The Company has not accepted/ invited any deposits from the Public with, meaning of sec-58A of the Companies Act, 1956 and Rules made there under and as such, no amount on account of principal or interest was outstanding on the date of the Balance Sheet.

AUDITORS

M/s. Raj Gupta & Co., Chartered Accountants, the existing Auditor of the Company will retire ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board recommends their reappointment.

AUDITORS REPORT

The Auditors Report on the accounts is self explanatory and requires no further comments. PARTICULARS OF EMPLOYEES

During the year under review, none of the employees were drawing remuneration, which require disclosure under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE REPORT:

The Securities Exchange Board of India had vide a circular dated August, 2003 mandated insertion of Clause 49 Report (Corporate Governance Report) in the Listing Agreement of every Company whose Paid-up Capital is of Rs. 3 Crores and above or Net Worth of Rs. 25 Crores or more.

The Board reports to you on this that the Company's present paid-up capital or Net worth does not crossed the Statutory limit as set by the SEBI to make it applicable reporting of Corporate Governance. Therefore no Corporate Governance Report has been annexed to this Report.

COMPLIANCE CERTIFICATE

A copy of Compliance certificate from B.K. Gupta & Associates, a practicing Company Secretary is annexed to this report, as required under provision of section 383A(1) of the Companies Act, 1956.

PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In view of the nature if activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of Particulars in the report of Board of Director) Rules 1988, concerning conversation of energy and technology absorption respectively are not applicable to the Company. The operation of the company is confined within the territory of India only and therefore, the details relating to export etc. are nil.

DIRECTOR RESPONSIBILITY STATEMENT

In term of provisions of Section 217(2AA) of the companies Act, 1956, your Directors confirm that:

I. In the preparation of the Annual accounts for the year ended 31st March 2011 the applicable accounting standard have been followed along with proper explanation relating to material departures, if any.

II. The accounting standard policies selected and applied are consistence and the judgment and estimate made are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and Loss of the company for the year ended on that date.

III. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provision of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Annual accounts for the financial year ended 31st March 2011 have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review.



For & on behalf of the Board Date: 30.07.2011 KUBER UDYOG LTD Place: Ludhiana

SD/- CHAIRMAN