Directors Report of M P Agro Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 48 Annual Report of the Company together with the Audited
Financial Statements of the Company for the year ended on 31^stMarch, 2024.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars	2023-24	2022-23
Total Revenue	78.65	24.84
Profit/Loss before Depreciation & Tax	5.62	0.93
Depreciations	0.01	0.22
Profit/Loss before taxation	5.61	0.71
Corporate Tax	1.23	(1.46)
Profit/Loss after Tax	4.38	2.16
Balance carried to Balance sheet	4.38	2.16
Basic EPS	0.08	0.04

REVIEW OF OPERATIONS

During the year under review your company has registered profit for the year ended 31^st March, 2024, amounted to
Rs. 4,38,127 as compared to profit of Rs. 2,16,024 during the previous year.

DIVIDEND

Looking to the accumulated losses of past years, your Director has not recommended any dividend for the financial
year 2023-2024.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company between
the end of the financial year of the company and the date of this report.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company or Joint Venture Company or Associate Company.

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 order passed by any regulator or court or tribunal against the company, impacting the going concern
concept or future operations of the company.

ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations.
The internal control systems are designed to ensure that the financial and other records are reliable for the
preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating
Procedures. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure
compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of
Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the
Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied
with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and

reporting. The Company does not have any Risk Management Policy as the elements of risk threatening the
Company''s existence are very minimal.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Rafiqunnisa Merchant retires by rotation at the forth coming Annual General Meeting and being eligible, offer
herself for re-appointment.

Pursuant to the provisions of Sections 203 of the Act read with Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel of
the Company:

1. Mr. Yunus Memon: Managing Director

2. Mrs. Rafiqunnisa Merchant: Director cum Chief Financial Officer

3. Mrs. Ishita Kapure : Company Secretary & Compliance Officer

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directors during the year 2023-24 and opined that the
integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent
Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing
Regulations, 2015. Further, the Board is also of the opinion that the Independent Directors fulfill all the conditions
specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on
Independent Directors'' Databank.

BOARD MEETINGS

Six meetings of the Board of Directors were held during the year, viz. on 30^th May, 2023, 14^th August, 2023, 6^th
October, 2023, 10^th November, 2023, 16^th January, 2024 and 14^th February, 2024. Agenda papers were circulated to
the Directors in advance for each meeting.

As per requirements of section 149 of the Companies Act, 2013 ("the Act") and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), atleast 50% of the Board''s
Members should be Independent. Accordingly, there is optimum combination of Executive, Non - Executive and
Independent Directors including Woman Director in the Company. The Chairman of the Company is Non-Executive
Promoter Director. The Composition of the Board is given hereunder:

Sr. No.	Name of the Director	Designation	Category
1.	Mrs. Shamim Sheikh	Chairman	Promoter, Non-Executive Director
2.	Mr. Yunus Memon	Managing Director	Executive Director
3.	Mrs. Rafiqunnisa Merchant	CFO	Promoter, Director, CFO
4.	Ms. Deepali Pawar	Director	Independent, Non-Executive
5.	Mrs. Aarti Jadhav	Director	Independent, Non- Executive

Attendance of each Director present at the Board Meetings and Last Annual General Meeting ("AGM"):

Sr. No.	Name of the Director	Designation	Board Meetings						AGM
			30.05.23	14.08.23	06.10.23	10.11.23	16.01.24	14.02.24	26.09.23
1.	Mrs. Shamim Sheikh	Chairman	Y	Y	Y	Y	Y	Y	Y
2.	Mr. Yunus Memon	Managing Director	Y	Y	Y	Y	Y	Y	Y
3.	Mrs. Rafiqunnisa Merchant	Director & CFO	-	Y	-	-	Y	-	Y
4.	Mrs. Saba Sultana Memon	Independent, Non-Executive Director	Y	NA	NA	NA	NA	NA	NA

5.	Ms. Deepali Pawar	Independent, Non-Executive Director	NA	Y	Y	Y	Y	Y	Y
6.	Mrs. Aarti Jadhav	Independent, Non-Executive Director	Y	Y	Y	Y	Y	Y	Y

EVALUATION OF THE DIRECTORS AND COMMITTEES

The Board has a formal mechanism for evaluating its performance as well as that of its Committees and individual
Directors, including the Chairperson of the Board based on the criteria laid down by Nomination and Remuneration
Committee which included attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of
regulatory compliance, risk assessment and review of Internal Control Systems etc. The suggestions, comments and
guidance of all the Directors were Excellent.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is
approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of
the company www.mpagroindustries.in

COMPLIANCE OF SECRETARIAL STANDARD

As per requirement of provisions of Section 118(10) read with SS9 of Secretarial Standard 1, the Company has
complied with the Secretarial Standard applicable to the Company.

AUDIT COMMITTEE

The Audit Committee comprises three members out of which two are Independent Directors. During the
Financial year ended 31^st March, 2024, the Committee met 4 times on 30^th May, 2023, 14^th August, 2023, 10^th
November, 2023 and 14^th February, 2024. The composition of the Audit Committee and details of their
attendance at the meetings are as follows:

Sr. No.	Name of the Director	Position	Category	No. of meetings attended
1.	Mrs. Aarti Jadhav	Chairman	Independent Director	4
2.	Mrs. Saba Sultana Memon	Member	Independent Director	1
3.	Ms. Deepali Pawar	Member	Independent Director	3
4.	Mr. Yunus Memon	Member	Executive Director	4

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18
read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprises of four members who deals with the criteria for
determining qualifications, evaluation of performance, whether to extend or continue the term of appointment
of the independent director etc.

During the Financial year ended 31^st March, 2024, the Committee met once on 14^th August, 2023. The
composition of the Nomination and Remuneration Committee and details of their attendance at the meetings are
as follows:

Sr. No.		Name of the Director	Position	Category	No. of meetings attended
	1.	Mrs. Aarti Jadhav	Chairman	Independent Director	1
	2.	Ms. Deepali Pawar	Member	Independent Director	1
	3.	Mrs. Shamim Sheikh	Member	Non-Executive Director	1

Terms of reference:

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of
compensation for directors and senior management based on their performance and defined assessment criteria.
The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of
Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior
management and recommend to the Board their appointment and removal. The terms of the reference of
Nomination and Remuneration Committee covers the areas mentioned under Part D of Schedule II of SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015 as well as section 178 of the Companies Act, 2013.

Performance evaluation criteria for Independent Directors:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of
Independent Directors which are as under-

1. Frequency of meetings attended

2. Timeliness of circulating Agenda for meetings and descriptiveness

3. Quality, quantity and timeliness of flow of information to the Board

4. Promptness with which Minutes of the meetings are drawn and circulated

5. Opportunity to discuss matters of critical importance, before decisions are made

6. Familiarity with the objects, operations and other functions of the company

7. Importance given to Internal Audit Reports, Management responses and steps towards improvement

8. Avoidance of conflict of interest

9. Exercise of fiscal oversight and monitoring financial performance

10. Level of monitoring of Corporate Governance Regulations and compliance

11. Adherence to Code of Conduct and Business ethics by directors individually and collectively

12. Monitoring of Regulatory compliances and risk assessment

13. Review of Internal Control Systems

14. Performance of the Chairperson of the company including leadership qualities.

15. Performance of the Whole time Director

16. Overall performance of the Board/ Committees.

STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE

The Stakeholder Relationship Committee deals with the matters relating to shareholders'' and investors''
grievances.

During the Financial year ended 31^st March, 2024, the Committee met four times on 30^th May, 2023, 14^th August,
2023, 10^th November, 2023 and 14^th February, 2024. The composition of the Stakeholder Relationship and
Grievance Committee and details of their attendance at the meetings are as follows:

Sr. No.	Name of the Director	Position	Category	No. of meetings attended
1.	Mrs. Aarti Jadhav	Chairman	Independent Director	4
2.	Mrs. Rafiqunnisa Merchant	Chairman	Non-Executive Director	1
3.	Mrs. Shamim Sheikh	Member	Non-Executive Director	4
4.	Mr. Yunus R. Memon	Member	Executive Director	4

No. of investors'' complaints received by the RTA/ Company during the year: NIL
No. of complaints not solved to the satisfaction of shareholders during the year: NIL
No. of complaints pending as at 31^st March, 2024: NIL

Prohibition of Insider Trading:

Comprehensive guidelines advising and cautioning the management, staff and other relevant business associates
on the procedure to be followed while dealing with the securities of the company have been issued and
implemented.

GENERAL BODY MEETINGS

Details about location, dates and details of the Special Resolutions passed at the previous three AGMs are as under:

Financial Year	Meeting and Venue	Day, Date and Time	Special Resolutions passed
2022-23	47th AGM through Video Conferencing ("VC")	Tuesday, 26.09.2023 at 03:00 P.M.	Re-appointment of Mr. Yunus Memon as Managing Director of the Company for the further term of Three years. Appointment of Ms. Deepali Pawar as Independent Director of the Company for the term of Five years.
2021-22	46th AGM through Video Conferencing ("VC")	Monday, 26.09.2022 at 03:00 P.M.	Re-appointment of Mrs. Saba Sultana Memon as Independent Director of the Company for the second term of Five years.
2020-21	45th AGM through Video Conferencing ("VC")	Monday, 27.09.2021 at 03:00 P.M.	Appointment of Mrs. Arati Jadhav as Independent Director of the Company for the term of Five years.

CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the
Code of Conduct applicable to the Directors and members of the Senior Management of the Company and they have
affirmed their compliance with the code of conduct as approved and adopted by the Board of Directors. The Code of
Conduct is available on the Company''s website www.mpagroindustries.in

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is
provided in Annexure ''III'', which is annexed herewith.

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule
5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

LOANS, GUARANTEES OR INVESTMENT

Details of investment made and loans advances by the Company have been given in notes to Financial Statement.

The Company has not given any guarantee pursuant to the provision of Section 186 of Companies Act, 2013.

DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits from the public within
the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm''s length basis and were in
ordinary course of business. There are no materially significant related party transactions made by the Company
which may have potential conflict with the interest of the Company. There are no material related party transactions
which are not in ordinary course of business or which are not on arm''s length basis. The particulars of contracts or
arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form
AOC-2 is annexed herewith as Annexure ''I'' to this report.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website.
The web-address for the same is http://www.mpagroindustries.in

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in the
prescribed format is available at http://www.mpagroindustries.in.

AUDITORS

At the 47^th Annual General Meeting held on September 26, 2023, the shareholders had approved the
appointment of M/s. VCA & Associates, Chartered Accountants (ICAI Firm Registration No. 114414W) as the

Statutory Auditors for a period of 5 years commencing from the conclusion of the 47^th Annual General Meeting
until the conclusion of the 52^nd Annual General Meeting to be held in the year 2028 viz. till the expiry of their first
term as Statutory Auditors.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are
eligible to hold office as Statutory Auditors of your Company.

The Statutory Auditors'' Report for FY 2023-2024 on the financial statement of the Company forms part of this
Annual Report.

The Statutory Auditors'' report on the financial statements for FY 2023-2024 does not contain any qualifications,
reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to
Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board has appointed M/s. J. J. Gandhi & Co., Company Secretaries,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023¬
2024. The Secretarial Audit Report is annexed herewith marked as Annexure "II" to this Report.

The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the
report are self-explanatory.

Clarifications on comments by Secretarial Auditor

S The Company has effectively converted shares of all Promoters from physical to Dematerialization form
except shares of two promoters who are expired. The Company has taken exemption from the Stock
Exchange, from compliance with the provisions of Regulation 31(2) of the Securities and Exchange Board
of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

INTERNAL AUDITOR

The Board of Directors has appointed M/s. Jain Monika & Associates, Chartered Accountants, as Internal Auditors
for the FY 2023 - 2024 to conduct the internal audit of the various areas of operations and records of the
Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee
along with the comments of the management on the action taken to correct any observed deficiencies on the
working of the various departments.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 the Company has established a vigil
mechanism for directors and employees to report genuine concerns to the management instances of Unethical
behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The said
mechanism is available to all the employees of the Company and operating effectively. During the year, the Company
has not received any complaint through such mechanism. A copy of the said policy is available on the website of the
Company at http://www.mpagroindustries.in

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

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit
in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

CORPORATE SOCIAL RESPONSIBILITY I

Provisions of Section 135 of the Companies Act, 2013 relating to the Corporate Social Responsibility initiatives are
not applicable to the Company.

LISTING OF SHARES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 506543), where its securities
are listed.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity
with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are
requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance with the Corporate Governance as specified in regulation 27 and Schedule V para C, D, and
E does not apply to our Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) and schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Management Discussion and Analysis Report is annexed herewith marked as Annexure "VI"
to this Report.

DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND
ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The Company is not required to maintain the Cost Records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place an anti-sexual Policy in line with the requirements of the Sexual Harassment of Women at
the Work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. A copy of the said policy is available on the website of the Company at
http://www.mpagroindustries.in.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, No applications have been made and no proceedings are pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with
the banks or financial institutions.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

b) The accounting policies had been selected and applied consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the Financial year on 31^st March 2024 and of profit and loss of the Company for that period;

c) Proper and sufficient care had been taken for the maintenance of 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;

d) The annual accounts had been prepared on a going concern basis;

e) Internal financial controls, to follow by the Company are duly laid down and these 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.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 48^th
Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all
Members whose e-mail addresses are registered with the Company / Depository Participant(s).

To support this green initiative of the Government in full measure, members who have not registered their e-mail
addresses so far, are requested to register their e-mail addresses by sending email to [e-mail]
with subject as "E-mail for Green Initiative" mentioning their Folio no./Client ID. Members holding shares in electronic
form may register/update their e-mail addresses with the Depository through their concerned Depository
Participant(s).

ACKNOWLEDGEMENT

Your Directors acknowledge the continued co-operation and assistance received from the state and central
government authorities and company''s bankers, customers, vendors, investors and all other stake holders during the
year. Your Directors express their sincere appreciation and gratitude for the whole hearted contribution made by
employees at all level who through their capability and hard work have enable your company attain good
performance during these difficult times and look forward to their support in future as well.

For and on behalf of the Board of Directors
M. P. Agro Industries Ltd.

Place: Vadodara Shamim Sheikh

Date: 14^th August, 2024 Chairperson of the Board

---

Mar 31, 2019

Directors'' Report

To the Members,

The Directors have pleasure in presenting their 43^nd Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31^st March, 2019.

FINANCIAL RESULTS

Particulars	2018-19	2017-18
Total Revenue	3,440,579	9,682,368
Profit/Loss before Depreciation & Tax	915,288	7,689,450
Depreciations	3055	3055
Profit/Loss before taxation	912,233	7,686,395
Corporate Tax	238,000	430,539
Profit/Loss after Tax	674,233	7,255,856
Balance carried to Balance sheet	674,233	862,134
Basic EPS	0.12	1.25

REVIEW OF OPERATIONS

During the year under review your company has registered profit during the year ended 31^st March, 2019, amounted to Rs. 674,233 as compared to Rs. 7,255,856 during the previous year. Looking to the current profit and accumulated losses of past years, your Director has not recommended any dividend for the financial year 2018-2019.

DIVIDEND

Your directors are unable to recommend any dividend for the year ended 31st March, 2019.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company between the end of the financial year of the company and the date of this report.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company or Joint Venture Company or Associate Company.

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 order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures. Independent Internal Auditors conduct audit covering a wide

range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members in the last Annual General Meeting held on September 29, 2018 have appointed Mrs. Saba Sultana Memon, an Independent Director for a period of 5 years i.e. from February 15, 2018 to February 14, 2023 and have re-appointed Mr. Chatur Patel as an Independent Director for second term of five years i.e. from April 1, 2019 to March 31, 2024.

Mrs. Shamim Sheikh retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

Six meetings of the Board of Directors were held during the year, viz. on 29^th May, 2018, 6^th August, 2018, 13^th August, 2018, 30^th October, 2018, 13^th February, 2019 and 8^th March, 2019. Agenda papers were circulated to the Directors in advance for each meeting.

EVALUATION OF THE DIRECTORS AND COMMITTEES

The Board has a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc. The suggestions, comments and guidance of all the Directors were Excellent.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the company www.mpagroindustries.in

COMPLIANCE OF SECRETARIAL STANDARD

As per requirement of provisions of Section 118(10) read with SS9 of Secretarial Standard 1, the Company has complied with the Secretarial Standard applicable to the Company.

AUDIT COMMITTEE

The Audit Committee comprises three members out of which two are Independent Directors. During the Financial year ended 31^st March, 2019, the Committee met 4 times on 29^th May, 2018, 13^th August, 2018, 30^th October, 2018 and 13^th February, 2019. The composition of the Audit Committee and details of their attendance at the meetings are as follows:

Sr. No.	Name of the Director	Position	Category	No. of meetings attended
1.	Mr. Chatur C. Patel	Chairman	Independent Director	4
2.	Mr. Yunus Memon	Member	Executive Director	4
4.	Mrs. Saba Sultana Memon	Member	Independent Director	4

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprises of four members who deals with the criteria for determining qualifications, evaluation of performance, whether to extend or continue the term of appointment of the independent director etc.

During the Financial year ended 31^st March, 2019, the Committee met two times on 15^th May, 2018 and 26^th July, 2018. The composition of the Nomination and Remuneration Committee and details of their attendance at the meetings are as follows:

Sr. No.	Name of the Director	Position	Category	No. of meetings attended
1.	Mr. Chatur C. Patel	Chairman	Independent Director	2
3.	Mrs. Rafiqunnisa Merchant	Member	Non-Executive Director	2
4.	Mrs. Shamim Sheikh	Member	Non-Executive Director	2
5.	Mrs. Saba Sultana Memon	Member	Independent Director	2

Terms of reference:

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under Part D of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 as well as section 178 of the Companies Act, 2013.

Performance evaluation criteria for Independent Directors:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Directors which are as under-

1. Frequency of meetings attended

2. Timeliness of circulating Agenda for meetings and descriptiveness

3. Quality, quantity and timeliness of flow of information to the Board

4. Promptness with which Minutes of the meetings are drawn and circulated

5. Opportunity to discuss matters of critical importance, before decisions are made

6. Familiarity with the objects, operations and other functions of the company

7. Importance given to Internal Audit Reports, Management responses and steps towards improvement

8. Avoidance of conflict of interest

9. Exercise of fiscal oversight and monitoring financial performance

10. Level of monitoring of Corporate Governance Regulations and compliance

11. Adherence to Code of Conduct and Business ethics by directors individually and collectively

12. Monitoring of Regulatory compliances and risk assessment

13. Review of Internal Control Systems

14. Performance of the Chairperson of the company including leadership qualities.

15. Performance of the Whole time Director

16. Overall performance of the Board/ Committees.

STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE

The Stakeholder Relationship Committee deals with the matters relating to shareholders'' and investors'' grievances. Mrs. Rafiqunnisa Merchant, Non-Executive Director was the Chairman of the Committee.

During the Financial year ended 31^st March, 2019, the Committee met one time on 15^th May, 2018. The composition of the Stakeholder Relationship and Grievance Committee and details of their attendance at the meetings are as follows:

Sr. No.	Name of the Director	Position	Category	No. of meetings attended
1.	Mrs. Rafiqunnisa Merchant	Chairman	Non-Executive Director	1
2.	Mrs. Shamim Sheikh	Member	Non-Executive Director	1
3.	Mr. Yunus R. Memon	Member	Executive Director	1
3.	Mr. Chatur Patel*	Member	Independent Director	--

*Appointed as member of the Committee effective from March 8, 2019.

No. of investors'' complaints received by the RTA/ Company during the year: NIL No. of complaints not solved to the satisfaction of shareholders during the year: NIL No. of complaints pending as at 31^st March, 2019: NIL Prohibition of Insider Trading:

Comprehensive guidelines advising and cautioning the management, staff and other relevant business associates on the procedure to be followed while dealing with the securities of the company have been issued and implemented.

CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and members of the Senior Management of the Company and they have affirmed their compliance with the code of conduct as approved and adopted by the Board of Directors. The Code of Conduct is available on the Company''s website www.mpagroindustries.in

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure ''III'', which is annexed herewith.

LOANS, GUARANTEES OR INVESTMENT

Details of investment made and loans advances by the Company have been given in notes to Financial Statement. The Company has not given any guarantee pursuant to the provision of Section 186 of Companies Act, 2013.

FIXED DEPOSIT

There are no outstanding deposits remaining unpaid as on 31^st March, 2019. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made there under.

RELATED PARTY TRANSACTIONS

All related party transactions are in the ordinary course of business and at arm''s length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure "I" of this Report. Moreover, your Company has complied with the requirements of the applicable provisions of the Companies Amendments Act, 2017 and related Rules during the FY 18-19.

In accordance with Sec 134 (3) (a) of the said Act, amended provision, the provisional Annual Return in the prescribed format has also been made available on the website of the Company at www.mpagroindustruris.in /Investor relation/ 43^rd Annual Return (path).

AUDITORS

At the 42nd Annual General Meeting held on September 29, 2018, the shareholders had approved the appointment of M/s. Parikh Shah Chotalia & Associates, Chartered Accountants (ICAI Firm Registration No.118493W) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 42nd Annual General Meeting until the conclusion of the 47th Annual General Meeting to be held in the year 2023, subject to ratification by the shareholders every year, if so required under law. Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.

M/s. Parikh Shah Chotalia & Associates, has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2019-20. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditors'' Report for FY 2018-19 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors'' report on the financial statements for FY 2018-19 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. J. J. Gandhi & Co., Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2018-2019. The Secretarial Audit Report is annexed herewith marked as Annexure "II" to this Report.

The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self explanatory.

Clarifications on comments by Secretarial Auditor

S The Company publishes advertisement in Hindi language newspaper and will also take proper care in future to comply with the requirements of giving advertisements in English newspaper too for the intimation of date of Board Meeting and unaudited Financial Results of the company. Further from current year i.e. from 1^st April, 2019 Company has started to publish the same in both English and regional language.

S The Company has effectively converted shares of all Promoters from physical to Dematerialization form except shares of three promoters who are expired. The Company has taken exemption from the Stock Exchange, from compliance with the provisions of Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 the Company has established a vigil mechanism for directors and employees to report genuine concerns to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and operating effectively. During the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available on the website of the Company at the following path: http://www.mpagroindustries.in/code-of-conduct.html.

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

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

CORPORATE SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

The Company has not constituted a Corporate Social Responsibility Committee since the Company does not meet with any of the three conditions prescribed in Section 135 of the Companies Act, 2013 and the Rules made there under for constitution of a Corporate Social Responsibility Committee.

LISTING OF SHARES

The equity shares of your Company are listed with the BSE Ltd. (Bombay Stock Exchange), Mumbai. DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance as specified in regulation 27 and Schedule V para C, D, and E does not apply to our Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) and schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed herewith marked as Annexure "VI" to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A copy of the said policy is available on the website of the Company at the following path: http://www.mpagroindustries.in/code-of-conduct.html.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

b) The accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year on 31^st March 2018 and of profit and loss of the Company for that period;

c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company ad for preventing and detecting fraud and other irregularities;

d) The annual accounts had been prepared on a going concern basis;

e) Internal financial controls, to follow by the Company are duly laid down and these 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.

ACKNOWLEDGEMENT

Your Directors acknowledge the continued co-operation and assistance received from the state and central government authorities and company''s bankers, customers, vendors, investors and all other stake holders during the year. Your Directors express their sincere appreciation and gratitude for the whole hearted contribution made by employees at all level who through their capability and hard work have enable your company attain good performance during these difficult times and look forward to their support in future as well.

For and on behalf of the Board of Directors

M. P. Agro Industries Ltd.

Sd/-

Place: Vadodara Shamim Sheikh

Date: 17^th June, 2019 Chairperson of the Board

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Mar 31, 2014

Dear Members,

The Directors present the Thirty-eight Annual Report of the Company together with Audited Statements of account for the Year Ended 31st March, 2014.

FINANCIAL RESULTS: Year Ended on Year Ended on 31st March 2014 31st March 2013

Profit/Loss before Depreciation & Tax 5,05,02,024 (2,46,142)

Depreciations (21,198) -

Profit/Loss before taxation 5,04,80,825 (2,46,142)

Corporate Tax (95,00,000) -

Profit/Loss after Tax 4,09,80,825 (2,46,142)

Balance as per Last Balance Sheet (35,805) (4,10,16,629)

Basic EPS Rs. 7.06 Rs. (0.04)

REVIEW OF OPERATIONS:

During the year under review your company has registered a huge profit during the year ended 31st March, 2014, amounted to Rs. 4,09,80,825 as compared to loss amounted to Rs. 2,46,142 during the previous year. Looking to the accumulated losses of past years, your Director has not recommended any dividend for the financial year 2013-2014.

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act 1956, Mr. Chatur C. Patel, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE EARNINGS AND OUT GOES:

Information required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 framed under Section 217 (1) (e) of the Companies Act, 1956 is furnished in Annexure attached here to.

PARTICULARS OF EMPLOYEES:

There are no employees in respect of whom particulars as required under Section 217 (2-A) of the Companies Act, 1956 need to be disclosed in the Directors'' Report.

FIXED DEPOSITS:

The Company has not invited or accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956.

INSURANCE:

All the properties and insurable interests'' of the Company have been adequately insured to the extent required.

AUDITORS:

Members are requested to appoint Auditors to hold office until the conclusion of the next Annual General Meeting and fix their remuneration. The Company has received a letter from them to the effect that their appointment, if made, will be within the limits prescribed under Section 224 (1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

In terms of provisions of clause 49 of the listing agreement, the Corporate Governance Report is attached here in as Annexure 1.

LISTING OF SHARES:

The equity shares of the Company are listed at Vadodara Stock Exchange Limited, Vadodara, Bombay Stock Exchange Limited, Mumbai and M.P. Stock Exchanges, Indore.

AUDIT COMMITTEE:

Pursuant to the provisions of the newly introduced Section 292A of the Companies Act, 1956 the Audit Committee of the Board has been constituted.

DEMATERIALIZATION OF SHARES:

The Company has signed an agreement with Central Depository Services (India) limited. All the Valued Shareholders of the Company are requested to dematerialize their holding to take benefit of the transactions.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As per provisions of Section 217 (2M) of the Companies Act, 1956 the Board confirms that:

1. The financial statements are in full conformity with the companies Act, 1956 and applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing fraud and other irregularity.

4. The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors acknowledge the continued co-operation and assistance received from the state and central government authorities and company''s bankers. Your Directors express their sincere appreciation and gratitude for the whole hearted support from the esteemed customers, tellers, business associates, shareholders and employees of the company.

For and on behalf of the Board YUNUS R. MEMON

Bhopal, August 4, 2014 Director

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Mar 31, 2010

The Directors present the Thirty-second Annual Report of the Company together with Audited Statements of account for the Year Ended 31st March, 2010.

FINANCIAL RESULTS: Rupees in laces

Year Ended on Year Ended on

31st March 2010 31st March 2009

Profit/Loss before

Depreciation 00.31 (72.38)

Depreciations 00.59 0.00

Profit/Loss before taxation (00.28) (72.38)

Balance as per last

Balance Sheet (403.46) (403.23)

Profit/Loss after Tax (00.028) (72.38)

OPERATIONS:

Your Company has registered loss during the year ended 31st March, 2010, amounted Rs. 00.28 Laces as compared to loss amounted to Rs. 72.38 Laces during the previous year.

DIRECTORS:

Pursant to the provisions of Section 256 of the Companies Act 1956, Mr. Abdul Razak D. Dhanani, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

INTEREST PROVISION FOR M P S I D C

Provision for the interest on the principal amount of Rs. 16.34 borrowed from Madhay Pardesh State Industrial Development Corporation was made by Rs. 38.44 laces as on date March 31st, 2010.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION AND FOREIGN EXCHANGE EARNINGS AND OUT GOES:

Information required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 framed under Section 217 (1) (e) of the Companies Act, 1956 is furnished in Annexure attached here to.

PARTICULARS OF EMPLOYEES:

There are no employees in respect of whom particulars as required under Section 217 (2- A) of the Companies Act, 1956 need to be disclosed in the Directors Report.

FIXED DEPOSITS:

The Company has not invited or accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956.

INSURANCE:

All the properties and insurable interests of the Company have been adequately insured to the extent required.

AUDITORS:

Members are requested to appoint Auditors to hold office until the conclusion of the next Annual General Meeting and fix their remuneration. The Company has received a letter from them to the effect that their appointment, if made, will be within the limits prescribed under Section 224 (1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

In terms of provisions of clause 49 of the listing agreement, the Corporate Governance Report is attached here in as Annexure 1.

LISTING OF SHARES:

The equity shares of the Company are listed at Vadodara Stock Exchange Limited, Vadodara, Bombay Stock Exchange Limited, Mumbai and M.P. Stock Exchanges, Indore.

AUDIT COMMITTEE:

Pursuant to the provisions of the newly introduced Section 292A of the Companies Act, 1956 the Audit Committee of the Board has been constituted.

DEMATERIALIZATION OF SHARES:

The Company has signed an agreement with Central Depository Services (India) limited. All the Valued Shareholders of the Company are requested to dematerialize their holding to take benefit of the transactions.

DIRECTORS RESPONSIBILITY STATEMENT:

As per provisions of Section 217 (2M) of the Companies Act, 1956 the Board confirms that:

1. The financial statements are in full conformity with the companies Act, 1956 and applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing fraud and other irregularity.

4. The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors acknowledge the continued co-operation and assistance received from the state and central government authorities and companys bankers. Your Directors express their sincere appreciation and gratitude for the whole hearted support from the esteemed customers, tealers, business associates, shareholders and employees of the company.

For and on behalf of the Board

Abdul Razak Dhanani

Bhopal, 3rd September, 2010 Chairman