Directors Report of Mahan Industries Ltd.

Mar 31, 2024

Your Directors are presenting the 30^th Annual Report on the business and operations of your
Company along with the Audited Financial Statements for the financial year ended March 31,
2024.

FINANCIAL PERFORMANCE:

The summary of the Financial Performance of the Company for the year under review are as
under:

Particulars	For Ended 2024	the Year March 31,	For the Year Ended March 31, 2023
Revenue from Operations	71.21		117.13
Other Income	0.20		0.27
Total Income	71.42		117.40
Less: Total Expenditure	70.74		114.05
Profit/ (loss) before Taxation	(5.01)		(2.34)
Less: Current Tax	-		-
Less: Prior year Tax Provisions	-		-
Less: Deferred Tax Liability	-		-
Profit/(loss) after taxation	(5.01)		-(2.34)
Add: Balance brought forward	-		-
Profit available for appropriation	-		-
Less: Appropriation:	-		-
Transfer to Special Reserve u/s. 45I of RBI Act.	-		-
Transfer to General Reserve	-		-
Interim Dividend	-		-
Tax on Interim Dividend	-		-
Proposed Dividend	-		-
Provision for Tax on Proposed Dividend	-		-
Less: Additional depreciation charged due to change in useful life	-		-
Balance carried forward to Balance Sheet	-		-
Other Comprehensive Income	-		-

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to
correspond with the current year''s classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting
Standards (IND AS) including the Rules notified under the relevant provisions of the Companies
Act, 2013, forms part of the Annual Report and Accounts.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total income of the Company for the year ended on March 31, 2024 was
Rs. 71.21 lacs against total income of Rs. 117.13 lacs in the previous year and net loss of the
Company is amounted to Rs. 5.01 lacs as against the net loss of Rs. 2.34 lacs in the previous
year. Your directors are confident and optimistic of achieving upward growth and achieving
much better results in the coming years.

TRANSFER TO RESERVES:

Due to loss in the financial year ended on March 31, 2024, The Company has not transferred
any amount to Reserves. However, as Company is Non-Banking Financial Company, it is
mandatory to transfer sum not less than twenty per cent of its net profit in Special Reserve
Account created by the Company as per 45-IC in the Reserve Bank of India Act, 1934. However,
the Company has incurred loss during the year ended on March 31, 2024, the Company didn''t
transfer any amount to reserves.

DIVIDEND:

The Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies
Act, 2013 do not apply.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and
notifications issued from time to time, all documents, including the notice and Annual Report will
be sent through electronic transmission in respect of members whose email IDs are registered
in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the financial year ended on March 31, 2024, there was no change in the Registered
Office of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Rules framed there
under to the extent notified and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.

STATE OF THE COMPANY''S AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis
Report is furnished in "Annexure-C" and is attached to the report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual
Secretarial Compliance Report duly signed by M/s. Vishwas Sharma & Associates, Practising
Company Secretaries has been submitted to the Stock Exchanges and is annexed at "Annexure
A" to this Board''s Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company during the
year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAI PERSONNEI :

Name of the	Designation	Category	No. of Board	No.	of	No. of Board
Director			Meeting held	Meeting		Meeting
			during the	director	is	attended
			year	entitled	to	during the
			including	attend		year
			meeting of

			Independent Directors
Mr. Yogendra Kumar P. Gupta	Managing Director	Promoter, Executive	06	05	05
Mr. Lalit Kajorimal Sharma 1	Director	Independent, Non Executive	06	06	06
Mr. Chanakya Indravadan Shukla 2	Director	Independent, Non Executive	06	02	02
Mrs. Hiralben Kubavat	Director	Independent, Non Executive	06	06	06
Mr. Astik Kalpeshbhai Trivedi3	Director	Independent, Non Executive	06	04	04
Mr. Suni Prataprai Gurnani#	Director	Non-Promoter, Non-Executive	06	03	03
Mr. Yash Kamleshkumar Shah##	Director	Independent, Non Executive	0	0	0
Ms. Amita Chhaganbhai Pragada^	Director	Independent, Non Executive	0	0	0
Mr. Suni Prataprai Gurnani	Chief Financial Officer
Mr. Jeegneshkumar Devganiya###	Company Secretary and Compliance Officer
Mr. Ritendrasinh Kishorsinh Rathod^	Company Secretary and Compliance Officer

• ##Mr. Yash Kamleshkumar Shah was appointed as have been appointed as an Additional
Director under the category of Independent Director of the Company w.e.f. May 17, 2024 and
ceased to be an Independent Director of the Company w.e.f. August 16, 2024.

• ### Mr. Jeegneshkumar Devganiya had resigned from the office of Company Secretary and
Compliance Officer of the Company w.e.f. November 06, 2023.

• ^ Mr. Ritendrasinh Kishorsinh Rathod was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. February 16, 2024.

• ''^Ms. Amita Chhaganbhai Pragada was appointed has been appointed as an Additional
Director under the category of Independent Director of the Company w.e.f. August 12, 2024
and proposed to be confirmed as an as an Independent Director of the Company in the
Annual General Meeting to be held on September 24, 2024.

a) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Yogendrakuamr P. Gupta (DIN : 01726701)
is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself
for re-appointment. The Board on the recommendation of the Nomination and Remuneration
Committee recommends his re-appointment. As required under the SEBI Listing Regulations,
2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has
been given in the notice of the 30^thAnnual General Meeting.

b) Declaration of Independence

Mrs. Hiralben Kubavat, Mr. Astik Trivedi and Mr. Lalit Sharma were Independent Directors the
Company during the financial year ended on March 31, 2024. However, Astik Trivedi was
appointed as Independent Director of the Company w.e.f. August 23, 2023 and Mr. Lalit Sharma
were ceased to be an Independent Director of the Company with effect from April 01, 2024. The
Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under the provisions of the Companies Act,
2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of
Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time
being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite
qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board /Committee of
the Company.

c) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, performance of the Chairman, the Committees and independent Directors without
Participation of the relevant Director. The Nomination and Remuneration Committee of the
Board continuously evaluates the performance of the Board and provides feedback to the
Chairman of the Board. The independent directors had a separate meeting without the presence
of any non-independent directors and management and considered and e valuated the Board''s
performance, performance of the Chairman and other non-independent directors and shared
their views with the Chairman. The Board had also separately evaluated the performance of the
Committees and independent directors without participation of the relevant director.

d) Meeting of Board and Committees

The Board of Directors of the Company met (06) Six times during the financial year ended May
30, 2023, August 11, 2023, August 23, 2023 November 07, 2023, February 08, 2024 and March
28, 2024. Details of attendance of meetings of the Board and its Committees are included in this
report.

e) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of
Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c)
Stakeholders Relationship Committee. A detailed note on the composition of the Committees,
role and responsibilities assigned to these Committees etc. are included in this report.

f) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant
to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Yogendrakumar Prabhudayal Gupta, Managing Director

b) Mr. Jeegneshkumar Devganiya, Company Secretary and Compliance Officer (Upto November
06, 2023)

c) Mr. Sunil Gurnani, Chief Financial Officer

d) Mr. Ritendrasinh Kishorsinh Rathod, Company Secretary and Compliance Officer (w.e.f.
February 16, 2024)

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors of your Company often meet before the Board Meetings without the
presence of the Chairman of the Board or the Managing Director or the Executive Director or
other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent
Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent
Directors and the Board as a whole, review the performance of the Chairman of the
Company(taking into account the views of the Executive and Non-Executive Directors), assess
the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

One Meeting of Independent Directors was held on March 28, 2024 during the year and this
meeting was well attended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect
to Directors'' Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material
departures in the preparation of the annual accounts for the financial year ended on March
31, 2024;

(ii) 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 of the Company for
the year under review;

(iii) 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;

(iv) prepared the annual accounts for the financial year ended on March 31, 2024 on a going
concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws
and such systems were adequate and operating effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Roopen R Shah & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office
from the conclusion of 28^th Annual General Meeting (AGM) till the conclusion of the 30^th Annual
General Meeting of the Company. However, during the year under review, M/s. Roopen R Shah
& Co., Chartered Accountants have tendered their resignation on August 23, 2023 causing
casual vacancy in the office of Statutory Auditor. Therefore, the Company had appointed M/s.
S.D.P.M. & Associates, Chartered Accountants as Statutory Auditor of the Company for the
financial year 2023-2028 to fill the casual vacancy caused to the resignation of M/s Roopen R
Shah & Co., Chartered Accountants.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place
the matter relating to such appointment for ratification by members at every AGM, is not
required. Hence, the resolution relating to ratification of Auditor''s appointment is not included in
the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office
as Auditor of the Company.

During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by
the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as amended from time to time) Therefore, no
detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There
are no qualifications or reservations or adverse remarks or disclaimers given by Statutory
Auditors of the Company and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this
Annual Report.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed
the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly
such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the
provision of Section 138 of the Companies Act 2013, has appointed M/s Umangi Bhavsar &
Associates, Chartered Accountants as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged
the services of M/s. Vishwas Sharma & Associates, Firm of Practicing Company Secretaries,
Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March
31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 in Form No.
MR - 3 is attached as ''Annexure B'' to this report. The said report contains observation or
qualification certain observation and qualification which are mentioned here in under:

Qualification	Explanation
The Company failed to comply with the provisions of Regulation 6(1A) of SEBI LODR, Regulations, 2015 due to non-appointment of Company Secretary as compliance officer within the stipulated time.	The management clarified that the Company was in search of right candidate for the post of Company Secretary after the resignation of Mr. Jeegneshkumar Devganiya as a Company Secretary and Compliance officer of the Company w.e.f. November 06, 2023. The Company has appointed Company Secretary Mr. Ritendrasinh Kishorsinh Rathod as Company Secretary and Compliance Officer w.e.f. February 16, 2024.
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD) due to Delay in making UPSI entries under Structured Digital Database (SDD) software.	The management has clarified that the Structured Digital Database (SDD) Software has been set up and specific entries related to UPSI Information has been in the SDD Software. The Management ensures that the Company will make timely entries in the Software in future.
The Exchange has imposed the penalty for non¬ constitution of Nomination and Remuneration Committee under Regulation 19(1)/19(2) of SEBI LODR, Regulations, 2015. However, the Company had filed waiver application with exchange with contention that the committees were properly constituted and there is no non-compliance made by the Company.	The Management had clarified that the Company had not made violation of Regulation 18(1) & Regulation 19(1)/19(2) of SEBI (LODR) Regulations, 2015. Both the Committees has been duly constituted and the Company had also submitted clarification to exchange for proper constitution of both committees. The stock exchange vide their Email dated January 11, 2024 have taken note of our submission and informed to apply for waiver and also suggest to revised the Corporate Governance Report. The Company has submitted waiver application with the payment of Rs. 11,800/- to BSE Limited and also file revised CG Report.
The Company failed to comply with the provisions of Section 150 of the Companies Act, 2013 read with Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, due to non-maintenance of details of Ms. Hiralben Pravinkumar Kubavat in the Databank of Independent Director within stipulated time period.	The Management has clarified that they had approached to Ms. Hiralben Pravinkumar Kubavat (DIN: 07151116), Independent director of the company to complete the registration process related to Databank of Independent Director. She has confirmed that she will complete this process of registration as soon as possible.
The Company failed to comply with the provisions of circular no. RBI/2015-16/122 DNBR (PD) CC. No. 065/03.10.001/2015-16 dated July 09, 2015 for not taking prior approval of Reserve Bank of India for appointment of Mr. Sunil Prataprai Gurnani as a Director of the Company under Executive category.	The Management clarified that Mr. Sunil Gurnani ceased from the office of Director w.e.f. 09/07/2024.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mr. Jeegneshkumar Devganiya had resigned from the office of Company Secretary and
Compliance Officer of the company w.e.f. November 06, 2023 and therefore, the Company had
appointed Mr. Ritendrasinh Kishorsinh Rathod as Whole Time Company Secretary and
Compliance Officer of the company w.e.f. February 16, 2024.

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is Rs. 37,30,00,000 consisting of 3,73,00,000
Equity Shares of Rs. 10/- each. During the year under review, there was no change in the
Authorised Share Capital of the Company.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital share capital of the Company is Rs. 36,00,00,000
consisting of 3,60,00,000 Equity Shares of Rs. 10/- each.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipment''s: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or
import Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

i. Foreign Exchange Earning: Nil

ii. Foreign Exchange Outgo : Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to
disclosure in the Financial Statements of the full particulars of the loans made and guarantees
given or securities provided is not applicable to the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has in place a robust process for approval of Related Party Transactions and on
Dealing with Related Parties.

As per the process, necessary details for each of the Related Party Transactions as applicable
along with the justification are provided to the Audit Committee in terms of the Company''s
Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI
Circular dated November 22, 2021. The Material Related Party Transactions are also reviewed /
monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of
the Listing Regulations and Section 177 of the Companies Act, 2013.

All Related Party Transactions entered during the year were in the ordinary course of business
and on arm''s length basis.

The Company has not entered into Related Party Transactions falling under the purview of
Section 188 of the Companies Act, 2013 and therefore, disclosure in Form AOC-2 is not
applicable to your Company.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual

Return of the Company as at March 31, 2024 is hosted on your Company''s website at
www.mahan.co.in

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on
the going concern status and the Company''s operations in future.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have
been constituted to deal with specific areas/activities as mandated by applicable regulations,
which concern the Company and need a closer review. The composition and terms of reference
of all the Committees are in compliance with the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015,
as applicable. During the year, all there commendations made by the respective Committees
were accepted by the Board. All observations, recommendations and decisions of the
Committees are placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and
Remuneration Committee, the details of which are furnished in the Report on Corporate
Governance that forms part of this Annual Report.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI
Regulations as and when applicable from time to time. The Company is regular in submitting
and complying with all the mandatory and event based disclosures and quarterly compliance
report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing
Regulations, wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be
discontinued after the Financial Year 2021-22 and thereafter, with effect from the Financial Year
2022-23, the Top 1,000 listed entities based on market capitalization shall submit a Business
Responsibility and Sustainability Report ("BRSR") in the format as specified by SEBI from time
to time. As your Company is not covered in the list of 1000 listed entities based on market
capitalization, the Business Responsibility Report ("BRR") is not applicable to your Company.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the Companies and has issued Circulars stating that service
of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative''
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic
delivery of documents including the Annual Report, amongst others, to shareholders at their-
mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the
same. Those holding shares in demat form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register their e¬
mail addresses with the RTA.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical
behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the
SEBI Listing Regulations, the Company has implemented ''Whistle Blower Policy'' covering Vigil
Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is
disclosed on the Company''s website at [e-mail].

The objective of the said policy is to provide a channel to the employees and Directors of the
Company and explain them, the detailed process or raising concerns or report any improper
activity resulting in violation of Laws, Rules, Regulations or Company''s policies, standards,
values or code of conduct, insider trading violations etc. by any of the employees, customers,
vendors and investors, addressing the concerns and reporting to the Board. The policy allows
direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2024, no Whistle Blower complaints were received
from the employees and Directors of the Company. Further, no employee or Director was denied
access to the Audit Committee or its Chairman.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture
that promotes dignity of all employees. Your Company has in place a robust policy on
Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Internal Committee(IC) has been set up to redress complaints
received regarding sexual harassment. It provides a safe haven to all women, including its
regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 with respect to Financial Year 2023-24 is as under:

a. Number of complaints pending at the beginning of the financial year - Nil

b. Number of complaints filed during the financial year - Nil

c. Number of complaints disposed of during the financial year - Nil

d. Number of complaints pending as on end of the financial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly
defined organizational structure, manuals and standard operating procedures for its business
units and service entities to ensure orderly, ethical and efficient conduct of its business. The
Company''s internal control system ensures efficiency, reliability, c ompleteness of accounting
records and timely preparation of reliable financial and management information. It also ensures
compliance of all applicable laws and Regulations, optimum utilization and safeguard of the
Company''s assets.

Your Company has in place adequate internal financial controls which commensurate with the
size, scale and complexity of its operations. These controls have been assessed during the year
under review taking into consideration the essential components of internal controls stated in
the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the
Institute of Chartered Accountants of India. Based on the results of such assessments carried
out by the management, no reportable or significant deficiencies, no material weakness in the
design or operation of any control was observed. Nonetheless, your Company recognizes that
any internal control framework, no matter how well designed, has inherent limitations and
accordingly, Regular audits and review processes ensure that such systems are re-enforced on
an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There are no material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statements relate
and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the
going concern status and company''s operations in future.

PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Disclosure pertaining to the remuneration and other details as required under
Section 197(12) of the Act and the Rules framed thereunder is enclosed as ''Annexure D'' to
this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive
risk management framework with the vision to integrate risk management with its overall
strategic and operational practices in line with requirements as specified in SEBI Listing
Regulations. The primary objective is to ensure sustainable and stable business growth
supported by a structured approach to risk management. The risk management framework
includes designing, implementing, monitoring, reviewing and constantly improving the risk
management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational
risks, health, safety and environmental risks, financial risks as well as compliance & control
risks. These risks can have a material adverse impact on the implementation of strategy,
business performance, results, cash flows and liquidity, stakeholders'' value and of course on
reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were
implemented by the Company, even before they were mandated by law. Your Company is
committed to transparency in all its dealings and places high emphasis on business ethics.

A Report on Corporate Governance along with a Certificate from Practising Company Secretary
regarding compliance with the conditions of Corporate Governance as stipulated under Schedule
V of the Listing Regulations forms part of this Annual Report as " Annexure-E".

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE
DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise
themselves with the Company, its Management and its operations. The Directors are provided
with all the documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities
at the time of their appointment through a formal letter of appointment, which also stipulates
various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and
familiarize the new Non-Executive Directors on matters related to the Company''s values and
commitments. They are also introduced to the organization structure, constitution of various
committees, board procedures, risk management strategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains the following
information:

• Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013

and the Listing Regulations;

• Annual Reports;

• Code of Conduct for Directors;

• Terms and conditions of appointment of Independent Director;

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various
familiarisation programmes for its Directors including periodic review of Investments of the
Company, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and
changes with respect to the Companies Act, Taxation and other matters, Listing Regulations,
Framework for Related Party Transactions, etc. at the Audit Committee Meetings. The details as
required under Regulations 46 and 62(1A) of the Listing Regulations are available on the
website of your Company at [e-mail]

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED
AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social
Responsibility is not applicable on the company. Therefore the company has not constituted CSR
committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is
not required to formulate policy on corporate social responsibility.

BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT
DIRECTORS:

All the Independent Directors of the Company have given declaration/disclosures under section
149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they
fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of
the Listing Regulations and have also confirmed that they are not aware of any circumstance or
situation, which exist or maybe reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgement and without any external
influence.

Further, the Board after taking these declarations / disclosures on record and acknowledging the
veracity of the same concluded that the Independent Directors are persons of integrity and
possess the relevant expertise and experience to qualify as Independent Directors of the
Company and are Independent of the Management.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND
BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and
Bankruptcy code, 2016; hence the requirement to disclose the details of application made or
any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year along
with their status as at the end of the financial year is not applicable.

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:

No such instance of One-time settlement or valuation was done while taking or discharging loan
from the Banks/Financial Institutions occurred during the year.

GENERAL DISCLOSURES:

During the financial year 2023-24,

• The Company has not issued any shares with differential voting rights;

• There was no revision in the Financial Statements;

• The Company has not issued any Sweat Equity Shares;

• The Company is not having any Employee Stock Option Scheme under Section 62(1) of the
Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director''s Report:

a. Annexure A: Annual Secretarial Compliance Report;

b. Annexure B : Secretarial Auditors Report in Form No. MR-3;

c. Annexure C: Management Discussion and Analysis Report (MDAR);

d. Annexure D: Details of personnel/particulars of employees;

e. Annexure E: Corporate Governance Report

f. Annexure F: Certificate of Corporate Governance

g. Annexure G: Certificate of Non-Disqualification of Directors

h. MD & CFO Certificate

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz.
customers, members, dealers, vendors, distributors, agents, banks and other business partners
for their patronage and trust reposed in Company for past several years and for their support
and cooperation extended from time-to-time. The Board also places on record its sincere
appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly
work round the year and without which it would not have been possible to achieve the all-round
progress and growth of Company.

For and on the behalf of the Board of Directors,
MAHAN INDUSTRIES LIMITED
Sd/-

Place: Ahmedabad YOGENDRA KUMAR GUPTA

Date: August 12, 2024 CHAIRMAN AND MANAGING DIRECTOR

DIN: 01726701

1

¹Mr. Lalit Kajorimal Sharma (DIN: 01552487) was ceased to be an Independent Director of
the Company w.e.f. April 01, 2024.

• ² Mr. Chanakya Indravadan Shukla (DIN: 02475734) has resigned from the office of
Independent Director of the Company w.e.f. August 23, 2023.

2

• ³ Mr. Astik Kalpeshbhai Trivedi (DIN: 10295843) have been appointed as an Additional
Director under the category of Independent Director of the Company w.e.f. August 23, 2023
and confirmed as Independent Director by the members in the Annual General Meeting held
on September 27, 2023.

3

• # Mr. Sunil Prataprai Gurnani (DIN: 10295851) have been appointed as an Additional
Director under the category of Executive Director of the Company w.e.f. August 23, 2023 and
confirmed as Director by the members in the Annual General Meeting held on September 27,
2023. However, after the end of financial year i.e. March 31, 2024, Mr. Sunil Prataprai
Gurnani (DIN: 10295851) has resigned from the office of Director of the Company w.e.f. July
09, 2024.

---

Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 20th Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

The summary of the financial result of the Company for the year under review are as under:

(Rs. in Lacs)

Particulars Year Ended Year Ended March 31, 2014 March 31, 2013

Profit/( Loss) before Depreciation, (33012060) (28519764) Finance Costs and Tax, Finanace cost Less: Depreciation 28557 28560

Less: finance Costs 6546232 7564872

Profit/(Loss) before Taxation (26437271) (20926332)

Less: Taxation related to previous 6700 0 year

Net Profit / (Loss) After Tax (26443971) (20926332)

Add: Balance from previous year (194859392) (173933060) of Profit (Loss)

Balance of Profit/(Loss) carried (221303363) (194859392) to Balance Sheet

Reserves and Surplus:

The Opening balance of Profit and Loss shows a loss of Rs. 194859392/- as against (P.Y. Rs. 173933060). During the year the Company has incurred a loss of Rs. 26443971/- as against (P.Y. Rs. 20926332). The closing Balance of Profit and Loss shows a loss of Rs. 221303363/- as against (P.Y. Rs. 194859388). There is no change in Capital Reserves balance. The opening and closing balance of capital reserves stands at Rs. 90.00 lacs.

PERFORMANCE REVIEW

During the financial year 2013-14, the volatility in the macroeconomic environment continued to cast its shadow and affected most of the markets where your Company operates in.

During the year under review, the Company due to International recessionary condition, high interest rates, heavy inflationary pressure, heavy Competition in the market and presence of large

Market players dominating the Market has suffered adversely.

DIVIDEND

Your Directors regret their inability to recommend Dividend for the year under review.

CHANGE IN CAPITAL STRUCTURE

There is no change in the capital structure of the Company.

CODE OF CONDUCT

Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement, your Company has laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2014 is annexed to this Report.

PUBLIC DEPOSITS

The Company has not invited or accepted any public Deposits in accordance with the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 during the year under review.

DEPOSITORY SYSTEM

Members not having Shares in Dematerialized form are advised to avail the facility of Dematerialization through any of the nearest Depository Participants (DPs) to avoid the possibility of loss, mutilation ect, of share certificates and also to ensure safe and speedy transactions in the securities.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company within the meaning of Section 4 of the Companies Act, 1956.

DIRECTORS

The Board of Directors'' key purpose is to ensure the company''s prosperity by collectively directing the company''s affairs, whilst meeting the appropriate interests of its Shareholders and stakeholders.

The Board consists of a combination of Executive, Non - Executive and Independent Directors with an extensive and diverse experience in different fields of operations.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder and pursuant to provision of Article 43 of the Articles of Association of the Company, Mr. Dattatrey Chandrakant Manik and Mr. Bharatbhai Tapubhai Sanchala, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for their re-appointment.

Your Directors recommended their re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that no material departures are made from the same;

b) the Directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Loss of the Company for the period ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on ''a going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

The Company has received a notice from a member of the Company proposing M/s. N. B. & Associates., (Firm Registrtion No. 137865W) as the Statutory auditors of the Company in place of M/s. DJVN & Company, Chartered Accountants.

M/s. N. B. & Associates., (Firm Registrtion No. 137865W) statutory auditors, if appointed, shall hold office from the conclusion of the ensuing annual general meeting until the conclusion of next annual general meeting. The Company has also received an eligibility certificate from M/s. N.B.& Associates.,, that they are eligible for the appointment of auditors and also stating that their appointment if made will be within the limits prescribed under the provisions of the Companies Act, 2013 and the rules made thereunder.

There is no qualification or adverse remarks in the auditors report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

AUDIT COMMITTEE

The Company has duly constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the Company has no employee with a remuneration during the year under review, which taken in aggregate was equal to or more than the sum prescribed under the said provisions.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis on Company''s performance - industry trends and other material changes with respect to the Company pursuant to Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Exchange. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

LISTING FEES:

The Company has paid necessary listing fees of the Bombay Stock Exchange for the year 2013 - 2014. The Company will also pay necessary listing fees of Bombay Stock Exchange for the year 2014-2015.

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

The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 217 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company and hence are not provided.

MATERIAL EVENTS AND COMMITMENTS, IF ANY SUBSEQUENT TO BALANCE SHEET DATE :

There are no material events and commitments, if any, which may have adverse effect on the operations of the Company subsequent to the Balance Sheet date and upto the date of the report.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, financial institutions, Service Providers, regulatory and government authorities and Stock Exchanges for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation to all employees of the Company for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

By the Order of the board Date: 30th August, 2014 Place: Ahmedabad Chairman cum Director

---

Mar 31, 2013

The Company''s Directors are pleased to present the 19th Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL PERFORMANCE

The summary of the nnancial result of the Company for the year under review are as under:

(Rs. in Lacs)

Particulars Year Ended M arch 31, Year Ended March 31, 2013 2012

Profit/( Loss) beare Depreciation and Tax (20897771) (103463078)

Less: Depreciatio 28557 32784

Profit/ ( Loss} bei 3re Taxation (20926328) (103495862)

Less: Provision fcr Taxation

Net Profit / (Loss After Tax (20926328) (103495862)

Add: Balance fron previous year (173933060) (70437196)

Balance carried Balance Sheet (194859388) (1739330607)

Reserves and Surplus:

The Opening balane of Profit and Loss shows a loss of Rs. 173933060. During the year the Company has incuri ed a loss of Rs. 20926328. The closing Balance of Profit and Loss shows a loss of L Rs. 194859388/-. rl here is no change in Capital Reserves balance. The opening and closing balance ¦ of capital reserves s ands at Rs. 90.00 lacs. I

PERFORMANCE REVIEW I

During the financial year 2012-13, the volatility in the macroeconomic environment continued to cast its shadow and affected most of the markets where your Company operates in.

During the year under review, the Company due to International recessionary condition, high interest rates, heavy inflationary pressure, heavy Competition in the market and presence of large Market players dominating the Market has suffered adversely, resulting in a Gross Loss of Rs. ! 20926328/- in the year 2012-2013 as against the Gross Loss of Rs 103495862/- in the year 2011 -2012.

DIVIDEND

Your Directors regret their inability to recommend Dividend for the year under review in the absence of adequate Profit.

CHANGE IN CAPITAL STRUCTURE

There is no change in the capital structure of the Company. CODE OF CONDUCT

Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement, your Company has laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors t and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A * declaration regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2013 is annexed to this Report.

PUBLIC DEPOSITS I

The Company has not invited or accepted any public Deposits in accordance with the provisions of I Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 I during the year under review.

DEPOSITORY SYSTEM

Members not having Shares in Dematerialized form are advised to avail the facility of Dematerialization through any of the nearest Depository Participants (DPs) to avoid the possibility |j of loss, mutilation ect, of share certificates and also to ensure safe and speedy transactions in the securities.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company within the meaning of Section 4 of the Companies Act, 1956.

DIRECTORS :

The Board of Directors'' key purpose is to ensure the company''s prosperity by collectively directing the company''s affairs, whilst meeting the appropriate interests of its Shareholders and stakeholders.

The Board consists of a combination of Executive, Non - Executive and Independent Directors with an extensive and diverse experience in different fields of operations. In accordance with the provisions of Section 255 and Section 256 of the Companies Act, 1956 and provision of the Article 43 of the Articles of Association of the Company, Mr. Dattatrey Chandrakant Manik and Mr. Bharatbhai Tapubhai Sanchala, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for their re-appointment.

Your Directors recommended their re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that no material departures are made from the same;

b) the Directors have selected such accounting policies and applied consistently and judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of ;-i ffairs of the Company as at March 31, 2013 and of the profit of the Company for the period * ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; j

d) the Directors have prepared the annual accounts of the Company on ''a going concern'' basis. P AUDITORS AND AUDITORS'' REPORT R

M/s. DJVN & Company, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for the B re-appointment. The Company has received a certificate from the Auditors to the effect that their re- appointment, if made, would be in accordance with Section 224(1B] of the Companies Act, 1956.

There is no qualification or adverse remarks in the auditors report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

AUDIT COMMITTEE

The Company has duly constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement.

PARTICULARS OF EMPLOYEES |

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the Company has no employee with a remuneration during the year under review, which taken in aggregate was equal to or more than the sum prescribed under the said provisions.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis on Company''s performance - industry trends and other material changes with respect to the Company pursuant to Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Exchange. The Company has also implemented several best Corporate Governance practices as prevalent globally. !

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

LISTING FEES: P

The Company has paid necessary listing fees of the Bombay Stock Exchange for the year 2013 2014.

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

The requirement of disclosure of particulars with respect to conservation of energy as prescribed I in Section 217 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company and hence are not provided.

Although the operations of the Company excludes it from the purview of Mandatory steps for energy conservation and involve low energy consumption, the management has been highly conscious of criticality of conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipments which resulted in reduction in the cost of energy.

The Company continues to use the latest technologies for improving the productivity and quality '' of its services and products.

MATERIAL EVENTS AND COMMITMENTS, IF ANY SUBSEQUENT TO BALANCE SHEET DATE :

There are no material events and commitments, if any, which may have adverse effect on the operations of the Company subsequent to the Balance Sheet date and upto the date of the report.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, financial institutions, Service Providers, regulatory and government authorities and Stock Exchanges for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation to all employees of the Company for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

By the Order of the board Date: 10th June 2013

Place: Ahmedabad Chairman cuty Director