Directors Report of Mipco Seamless Rings (Gujarat) Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 44TH Annual Report of the Company, together with the Audited
Financials for the Financial Year 2023-2024.

Financial Highlights (Rs. In Lakhs)

Particulars	2023-2024	2022-2023
Sales	-	-
Other Income	48.00	-
Total Income	48.00	-
Total Expenses	3,147.00	256.22
Profit /(Loss) Before Tax	(3,099.00)	(256.22)
Current Year Tax	-	-
Deferred Tax	-	-
Profit / (Loss) After Tax	(3,099.00)	(256.22)

State of Company Affairs

The Company is not carrying on present business activities. The Management is evaluating opportunities
available in current market scenario to revive its activities.

Dividend

The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the
Financial Year ended March 31, 2024.

Transfer to Reserves

The Board of Directors has not proposed to transfer any amount to the General Reserve.

Changes in Share Capital

During the year under review, there has been no change in the Authorized, Issued and Paid-up Share Capital
of the Company.

Material Changes and Commitments affecting the Financial Position of the Company which have
occurred between 31^st March, 2024 and 22nd August, 2024 (Date of the Report)

There has been no Material changes and commitments after the Financial Year ending till the date of
Report, affecting the Financial Position of the Company

Nature of Business

There has been no change in the nature of Business of the Company.

Public Deposits

During the year under review, the Company has not accepted any Public Deposit pursuant to the provisions
of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

Annual Return

A copy of the Annual Return as at March 31, 2024 pursuant to the Sub-Section (3) of Section 92 of the
Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014
and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)
(a) and is available at the following link: http://mipcoseamless.com

Director’s Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii) The Directors have selected such Accounting Policies and applied them consistently and made
judgements and estimates that were prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the Year
under review.

iii) 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 and detecting fraud and other irregularities.

iv) The Directors have prepared the Annual Accounts on a Going Concern basis.

v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable
laws and that such system was adequate and operating effectively.

Directors and Key Managerial Personnel

a. Retirement by Rotation:

As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr.
Venkata Rao Sadhanala (DIN: 02906370) who retires by rotation at the conclusion of this 44th AGM and
offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The
Directors recommend his re- appointment.

b. Composition of Board of Directors

As on March 31, 2024 the Board constitutes the following Directors:

Sl No	Name of Director	DIN	Designation
1	Ms. Nadella Sridevi	06579733	Independent Director
2	Mr. Raji Reddy Pulakamdla	09804427	Independent Director
3	Mr. Sachendra Tummala	02317514	Managing Director
4	Mr. Sanjiv Kumar Tandon	02579261	Non-Executive Director
5	Mr. Venkata Rao Sadhanala	02906370	Non-Executive Director

The term of Ms. Nadella Sridevi as an Independent Director of the Company will come to an end on the
conclusion of the 44th Annual General Meeting. The Board has appointed Ms. Aruna as an Independent
Director w.e.f. 22nd August, 2024, subject to approval of the Members in the 44^th Annual General
Meeting.

c. Changes in Directors and KMP:

During the year, there were no changes in the Directors and KMP.

Changes Subsequent the Financial Year

Till the date of the Directors’ Report, the following changes took place on the Board/KMP of the
Company:

Sl. No	Name of KMP	Nature of Change	Date of such change
1	Ms. Nisha Chowdhary, Company Secretary & Compliance officer	Cessation	11/05/2024

Ms. Nisha Chowdhary, Company Secretary and Compliance Officer has resigned from her office w.e.f.
11^th May, 2024. The Board of Directors has accepted her resignation and extended its appreciation for her
valuable service during tenure of office as Company Secretary and Compliance Officer of the Company.

Shifting of Registered Office

During the year, the Management for its administrative convenience has shifted the Registered Office
of the Company from the State of Karnataka to the State of Telangana as per the Order of the Hon''ble
Regional Director, Southern Region. The present Registered Office is situated at Sy. No. 115/GF/J,
Hanumanji Colony, Brig Sayeed Road, Bowenpally, Manovikasnagar, Tirumalagiri, Hyderabad,
Telangana - 500009.

Shareholders are requested to make note of the same and make any future correspondences to address
mentioned above.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached
herewith as ‘Annexure-A’.

Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange
Earnings or Outflow.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu,
Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for the Financial Year 2023-2024 is annexed herewith as ‘Annexure-B’.

There were no qualifications, reservations or adverse remarks reported by Secretarial Auditor in the
Secretarial Audit Report for the year.

Corporate Governance and Shareholders Information

In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate report on corporate governance along with a certificate from a practicing Company
Secretary on its compliance and forms an integral part of this Board’s Report as “Annexure - C”.

Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion
and Analysis, is herewith annexed as ‘Annexure-D’

Number of Meetings of the Board and Director’s Attendance

During the year under review, four Meetings of the Board were convened and held, the details of which are
given in the Corporate Governance Report, which forms part of this report. The intervening gap between
the Meetings was within the limits prescribed under the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carried
out annual evaluation / annual performance evaluation, covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. The Directors expressed their satisfaction
with the evaluation process.

Declaration from Independent Directors on Annual Basis

The Company has received the said declarations from Ms. Nadella Sridevi (DIN: 06579733), Mr. Raji Reddy
Pulakamdla (DIN: 09804427), Independent Directors of the Company to the effect that they are Meeting
the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Act and of Sub-Rule (1)
and Sub-Rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and
experience (including the proficiency) of the Independent Directors.

Statutory Auditors

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory
Auditors of the Company at the 43rd AGM for a term of five consecutive years and shall hold office until
the conclusion of 48^th Annual General Meeting. Your Directors recommend their appointment.

Internal Control Systems and their Adequacy

The Company has an in-house Internal Control System, commensurate with the Size, Scale and Complexity
of its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit
Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman
of the Audit Committee of the Board and to the Chairman and Management.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of the Internal Control
System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all
levels of the Company.

Based on the report of Internal Audit Function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant Audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.

Audit Committee

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition,
Attendance, Powers and Role of the Audit Committee are included in the Corporate Governance Report. All
the recommendations made by the Audit Committee during the period were accepted by the Board of
Directors.

Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in
accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in
Corporate Governance Report.

Stakeholders Relationship Committee

The Composition, Attendance, Powers and Role of the Stakeholders Relationship_Committee are included
in the Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the
Stakeholders’ Relationship Committee.

Risk Management Committee

The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining
to forming of Risk Management Committee, is not applicable to the Company during the Financial Year
under review.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any Loans nor provided Guarantee nor made any Investments during the
Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.

Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013

During the Year, the Company had not entered into any Contract or Arrangement with Related Parties
which could be considered ‘Material’ according to the Policy of the Company on materiality of Related
Party Transactions. There were no related party transactions with any person or entity belonging to

promoter/ promoter group which holds 10% or more Shareholding in the Company. Details of all related
party transactions are disclosed in the Financial Statements.

Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of the
Documents of the following type:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant
transactions

Vigil Mechanism

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the
employees to bring to the attention of the management, the concerns about any unethical behaviour
by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud
or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the
Company. The web link for the policy is as follows: http://mipcoseamless.com

Policy on criteria for determining materiality of events

The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of
determining materiality of an event or information of the Company and to ensure that such information
is adequately disseminated in pursuance with the Regulations and to provide an overall governance
framework for such determination of materiality.

Policy on Directors’ appointment, remuneration & other details

The Company’s remuneration policy is directed towards rewarding performance based on review of
achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The Company’s Shareholders may refer the Company’s website for the detailed Nomination & Remuneration
Policy of the Company on the appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a Director; and other matters provided under sub¬
section (3) of section 178.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going
Concerns Status and Company’s Operations in future

The Company has not received any Significant or Material Orders passed by any Regulatory Authority,
Court or Tribunal which shall impact the Going Concern Status and Company’s Operations in future.

Details of Subsidiary Companies, Associates and Joint Venture Companies

The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period
under review.

Industrial Relations

Employee relations during the period under review continued to be healthy, cordial and harmonious at all
levels and your Company is committed to maintain good relations with the employees. It has taken various
steps to improve productivity across the organization.

Business Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business
opportunities. At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

Transfer of Amounts to Investor Education and Protection Fund

Your Company does not have any Unpaid or Unclaimed amounts lying for a period of seven years. Therefore,
there were no Funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).

Particulars of Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company does not have any Employee who is employed throughout the Financial Year and in
receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and
in receipt of Rs.8.50 Lakhs or more per month.

Corporate Social Responsibility

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

Maintenance of Cost Records

The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not
applicable to the Company.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for
prevention of Insider Trading and the Code for Corporate Disclosures (“Code”), as approved by the Board
from time to time, are in force by the Company. The objective of this Code is to protect the interest of
Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider
Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other
Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, Designated Employees and other Employees from Trading in the Securities of MIPCO SEAMLESS
RINGS (GUJARAT) LIMITED at the time, when there is Unpublished Price Sensitive Information.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace as per “The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified. Under the said Act,
every Company is required to set up an Internal Complaints Committee to look into complaints relating to
Sexual Harassment at workplace of any women employee. As required under law, an Internal Compliance
Committee has been constituted for reporting and conducting inquiry into the complaints made by the
victim on the harassment at the workplace. During the Year under review, no complaint of harassment at
the workplace was received by the Committee.

Acknowledgement

Your Directors take this opportunity to place on record the valuable co-operation and continuous support
extended by its valued business associates, Consultants, Auditors, Supplier, Customers, Banks / Financial
Institutions, Government authorities and the Shareholders for their continuously reposed confidence in the
Company and look forward to having the same support in all its future endeavors.

Your Directors also wish to place on record their sincere appreciation for significant contribution made by
the employees at all the levels through their dedication, hard work and commitment, thereby enabling the
Company to boost its performance during the year under report.

Date: August 22, 2024 By Order of the Board of Directors

Place: Hyderabad

Sd/- Sd/-

Sachendra Tummala Sanjiv Kumar Tandon

Managing Director Director

(DIN: 02317514) (DIN: 02579261)

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 35th Annual Report and Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

Year ended Year ended

31.03.2015 31.03.2014

Revenue from operations 0 0

Other income 0 0

PBDIT (12.29) (7.86)

Interest and finance charges 0 0

Depreciation 0 0

Net profit/(Loss) before tax (3.25) (7.86)

Less: Provision for Tax: 0 0

Net profit/(Loss) after tax (3.25) (7.86)

Add: Balance Brought forward from previous year (1337.44) (1329.58)

Loss carried to Balance Sheet (1343.49) (1337.44)

2. OPERATIONS:

Currently the Company is not carrying its activities. The management of the Company evaluating opportunities available in current market scenario to revive its activities.

3. DIVIDEND:

During the year under review, the Company has not recommended any dividend for financial year 2014-15.

4. PUBLC DEPOSITS:

During the year under review, the Company has not accepted any deposits hence the provisions of Chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014 are not applicable.

5. SHARE CAPITAL:

During the year under review, there is no change in Authorised and Paid-up share capital of the Company except conversion of 1825 partly paid-up equity shares of Rs. 10/- each into fully paid-up equity shares vide board resolution dated 28th October 2014.

6. PROMOTER OF THE COMPANY:

During the year under review, there is no change in promoters of the Company.

7. DIRECTORS:

During the period under review, Mrs. Sridevi Nadella was appointed as additional Director of the Company with effect from 15th December, 2014 by the Board of Director of the Company under section 161(1) of the Companies Act, 2013 to act as Independent Director of the Company in terms of section 149 of the Companies Act, 2013. Further there were no changes in composition of Board of Directors of the Company. The Board consists of Executive and Non-executive Directors including Independent Director as per section 149 of the Companies Act, 2013 and rules made thereunder read with Clause 49 of the Listing Agreement.

The Board proposed the appointment of Mr. Sanjiv Kumar Tandon, who retires on rotation, as a Director of the Company and Mr. Sachendra Tummala as Managing Directors of the Company in terms of section 197, 198 and 203 of the Companies Act, 2013 and rules made thereunder.

The number and details of the meetings of the Board and other Committees are furnished in the Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149 of the Companies Act 2013.

Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes on a continuing basis. The Familiarisation programme for Independent Directors is disclosed on the Company's website.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 31st March,2015 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement. At the Meeting, the Independent Directors:

* Reviewed the performance of Non-Independent Directors and the Board as a whole;

* Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors;

All the Independent Directors attended the Meeting of Independent Directors and Mr. Ravi Kumar Chennupati was the Lead Independent Director of that Meeting.

Board & Directors' Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board, its Committees and the Directors have carried out annual evaluation / annual performance evaluation, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.

Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company and formulates the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for remuneration of the Directors and Key Managerial Personnel.

9. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL

10. AUDITOR'S AND AUDITOR'S REPORT:

M/s. Ganesh Venkat & Co., Chartered Accountants (Registration No. 005293S; M.No. 025104), Hyderabad, Statutory Auditors of the Company, who was appointed as Statutory Auditors of the Company by shareholders of the Company vide resolution dated 29.09.2014 until the conclusion of Annual General Meeting for the financial year ended 31st March, 2017 subject to ratification by the members at every Annual General Meeting. The Company has received written consent along with a certificate under 141 of the Companies Act, 2013 expressing their eligibility to be appointed as Statutory Auditors of the Company and in view of the same the Board has proposed a resolution for ratification of Auditors appointment for the financial year 2015-16. Further, comments in their report and notes forming part of financial statements are self explanatory and do not require any comments.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ajay S Shrivastava, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as 'Annexure III'.

There was no qualification, reservation or adverse remark in the secretarial audit report.

11. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary/ associate/ Joint venture companies under review. Since the statement in terms of first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 is not required to be attached.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March, 2015, the company has unsecured loan of Rs. 40.81 Lacs.

13. INTERNAL CONTROL SYSTEMS

Your Company has in place internal and financial control systems commensurate with the size of the Company. The primary objective of our internal control framework is to ensure that internal controls are established, properly documented, maintained and adhered to in each functional department for ensuring orderly and efficient conduct of business which includes proper use and protection of the Company's resources, accuracy in financial reporting, compliance with the statutes, timely feedback on achievement of operational and strategic goals.

14. RESEARCH & DEVELOPMENT:

During the year under review, No R & D activity was undertaken by the Company.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure ' VI.

16. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited and the Listing Fee has been paid for FY 2015-16.

17. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this report. The Statutory Auditors of the Company have examined the Company's compliance and have certified the same as required under the SEBI Guidelines. Such certificate is reproduced in this Annual Report.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act, 2013:

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

(b) that the accounting policies as mentioned in the financial statements were selected and applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

(f that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company does not fall under the criteria stipulated for applicability of section 135 of the Companies Act, 2015 the Company has not constituted a Committee of Corporate Social Responsibility and no contributions were made during the year.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company "Annexure IV"

21. RELATED PARTY TRANSACTIONS

During the year under review, the Company has entered into any related party transactions.

* The Company has paid a rent of Rs. 0.24 Lacs to an Associate Company

* During the year the Company has borrowed an Unsecured Loan of Rs. 9.03 Lacs from its KMP

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, the Company has received an Adjudicating Order No. ISD/MSRGL/AO/DRK-AKS/EAD3-723/48-2015 dated 30.03.2015 under Section 151 of SEBI Act, 1992 read with 5(1) of SEBI imposing penalty of Rs. 7,00,000/- (Rupees Seven Lakh Only) for violation of disclosure requirement for the financial years 1998 to 2002, 2004 and 2007 i.e. the period prior to the takeover by present Management, under of SEBI , 1999 and same has been deposited to SEBI.

No other orders were received during the year.

23. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure' VI.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government of India and various State Government authorities and agencies, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors Date: 13.08.2015 Place: Hyderabad Sd/- Sachendra Tummala Managing Director

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Mar 31, 2014

Dear Members,

The Directors present their 34th Annual Report for financial year 2013-14. As per Ministry of Corporate Affairs'' General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for financial year 2013-14 are governed by the relevant provisions, Schedules, Rules of the Companies Act, 1956.

FINANCIAL RESULTS:

(Rs. in Lakhs) Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations 0 0

Other income 0 0

PBDIT (7.86) (9.62)

Interest and finance charges 0 0

Depreciation 0 0

Net profit/(Loss) before tax (7.86) (9.62)

Less: Provision for Tax: 0 0

Net profit/(Loss) after tax (7.86) (9.62)

Add: Balance Brought forward from previous year (1329.58) (1319.96)

Loss carried to Balance Sheet (1337.44) (1329.58)

OPERATIONS:

The Company has closed its manufacturing operations for the last few years. The new management proposes to undertake business in telecom software in near future which is deferred due to ongoing paucity of funds and market conditions in the trade.

DIVIDEND:

Your Directors have not recommended any dividend under review, since the Company has not been carrying any business for last few years.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposit under sections 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

SHARE CAPITAL:

There is no change in Authorised and Paid-up share capital during the year under review.

DIRECTORS:

During the period no changes were made in constitution of Board of Directors of the Company. The Board consists of Executive and Non-executive Directors including Independent Director as per Clause 49 of the Listing Agreement. The Board has proposed to re-appointment of Mr. Surya Chilukuri and Mr. Sudhir Manubhai Patel, Directors of the Company who retire by rotation. The Board has also proposed to appoint Mr. Ravi Kumar Chennupati as an Independent Director for 5 consecutive years w.e.f the date of Annual General Meeting under the provisions of section 149 of the Companies act, 2013.

SCHEME OF ARRENGEMENT:

As informed earlier the Company was under process of merger with Corpus Software (P) Ltd and the scheme of arrangement was filed before respective Hon''ble High Courts. However in view of SEBI Circular No. CIR/CFD/DIL/5/2013 dated February 04, 2013 read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013, the Company decided to file Scheme of Arrangement with Securities and Exchange Board of India through Bombay Stock Exchange Limited (BSE), the designated Stock Exchange, in spite of having in-principle approval from BSE, as a matter of abundant caution and good corporate governance practice. However in view of SEBI''s observations, the scheme of arrangement is kept in abeyance.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. A separate report on Corporate Governance along with Auditors'' certificate on its compliance is being attached as annexure - I to this Report along with a report of Management Discussion and Analysis, as prescribed by the Listing Agreement.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Your Directors placed the following responsibility statement as required under the provisions of Section 217(2AA) of the Companies Act, 1956:

1. That the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures.

2. Such accounting policies have been applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2014 and of loss of the Company for that year.

3. Proper and sufficient care has been taken for maintenance of the adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. The annual accounts for the financial year ended 31st March, 2014 have been prepared on going concern basis since the Directors are considering and evaluating ways and means to restructure operations by taking into account appropriate business strategies and financial viabilities.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiaries companies under review. Since the statement in terms of section 212 is not required to be attached.

AUDITOR''S AND AUDITOR''S REPORT:

M/s. Ganesh Venkat & Co., Chartered Accountants (ICAI Firm Registration No. 005293S; M.No. 025104), Hyderabad, Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are being eligible have offered themselves for reappointment and the Company has received written consent along with a certificate under 141 of the Companies Act, 2013 expressing their eligibility to be appointed as Statutory Auditors of the Company. Further, comments in their report and notes forming part of financial statements are self explanatory and are not required any comments.

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

The following information is required to be given under section 217( 1 )(e) of the Companies Act, 1956.

Consumption of Energy and Technology absorption: NIL Foreign Exchange Earnings: NIL Foreign Exchange outgo: NIL

EMPLOYEE''S DETAILS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the financial year none of the employees were paid remuneration of Rs. 60,00,000/- per annum or more and for any part of the year Rs. 5,00,000/- per month or more.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and Central and State Government for their consistent support to the Company.

Place: Hyderabad For and on behalf of the Board Date: 04th August, 2014 Sd/- Sachendra Tummala Managing Director

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Mar 31, 2011

Dear Members,

The Directors present herewith their 31st Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS: Rs. in lacs.

Year ended Year ended 31.03.2011 31.03.2010

Gross Profit/(Loss) before Interest, Depreciation and Tax (4.21) (8.31)

Less: Depreciation - -

Loss for the year (4.21) (8.31)

Extraordinary Items (Net of tax expense Rs.Nil) Interest Remission on one time settlement Sundry Balances of Creditors written off

Less : Provision for Tax: Fringe Benefit Tax Refund - (0.17)

Deferred Tax charge/credit 0.28 -

Add: Balance Brought forward from previous year (1307.60) (1299.46)

Loss carried to Balance Sheet (1312.09) (1307.60)

OPERATIONS:

The Company has closed its manufacturing operations for the last three years. It does not have any other business activity.

DIVIDEND:

In view of the loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS:

Mr. Sanjiv Kumar Director of the Company retires by rotation and being eligible, offers himself for re-appointment. Necessary resolution for his re-appointment is being placed before the members for your approval. Mr. Ravi Kumar Chennupati and Mr. Lakshmi Prasad Yemeni, who were appointed as Additional Director by the Board are proposed to be appointed as Director liable to retire by rotation. Board recommends their appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanatory statement relating to material departures, if any.

2. such accounting policies have been selected and applied consistently and the judgments and estimates made 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 Loss of the Company for that year.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the accounts have been prepared on a going-concern basis since the Directors are considering and evaluating ways and means to restructure operations by taking into account appropriate business strategies and financial viabilities.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of the Code of Corporate Governance in accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. A separate report on Corporate Governance along with Auditors' certificate on its compliance is attached to this Report. Management Discussion and Analysis, as prescribed by the Listing Agreement, also forms a part of the Annual Report.

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

The information relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given as the Company has no business activities.

AUDITORS:

M/s. Ganesh Venkat & Co; Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits covered under section 58A and 58AA of the Companies Act 1956 from the public or its shareholders during the year under review.

SUBSIDARY COMPANIES: There are no subsidaries to the company as on date of the report.

PARTICULARS RELATING TO EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to express their grateful appreciation for the co-operation and assistance by the government authorities, bankers and other business associates as well as shareholders and employees.

For and on behalf of the Board

Place: Hyderabad Sachendra Tummala Date : 28th May, 2011 Director