Directors Report of Mitshi India Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31,2024.

1. Financial summary or highlights/Performance of the Company (in lakhs)

PARTICULARS	Yearended 31st March 2024	Yearended 31st March 2023
Total Income	2023.69	772.19
Total Expenditure	2008.49	844.34
Profit/(Loss) before Exceptional & Extraordinary Items & Tax	15.20	(72.14)
Exceptional Items
Extraordinary Items	0.00	0.00
	(140.50)	0.00
Profit/(Loss) before Tax	15.20	68.36
Less: Provision for Tax
Current Tax	3.48	18.30
Deferred Tax	-0.36	-0.59
Provision	0.03	0.20
Profit/Loss after Tax	12.11	50.45
Earnings per share (Rs. 10/- each)
Basic & Diluted (in Rs.)	0.14	0.57

2. Brief description of the Company’s working during the year/State of Company’s affair

As detailed above, during the year company made profit to the tune of Rs. 12.11/- (in lakhs) as compared to previous year''s
profit of Rs. 50.45/-(In lakhs).

Your company started to earn from the major activity of trading in fruits and vegetables and some software business during
the year,

3. Dividend

In view of not sufficient profit, the Directors are unable to recommend any Dividend for the year.

4. Reserves

No amounts are transferred to Reserves during the year.

5. Share Capital

Issue of Shares with Differential Rights:

The company has not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the
Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] . Hence, no details are provided for it.

Issue of Sweat Equity Shares

The company has not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014. Hence, no details are provided for it.

Mr. Kumar Vasanlal Shah, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself
forreappointment.

7. Particulars of Employees

The Company has 4 permanent employees in respect of whom information is to be furnished under Section 197 of the
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, statement of particulars of em ployees of the Com pany.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 Board Meetings and 4
Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (LODR) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out
has been explained in the corporate governance Report.

10. Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI
(LODR) Regulations, 2015 as amended.

11. Remuneration Policy

The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and
appointment of Directors, Senior Management and their remuneration.

12. Managerial Remuneration:

During the year under review, Mr. Kumar V. Shah, Chairman and Managing Director was paid Rs. 4,00,000/- per annum
as remuneration.

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any of Subsidiary/Joint Ventures/Associate Com panies as at the year end. : Annexure 1

14. Auditors:

The Auditors, M/s S D P M & CO., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible,
offer themselves for reappointment-subsequent M/s. S D P M & Co., Chartered Accountants (Firm Registration Number:
126741W) were appointed as Statutory Auditors of the Company in board meeting held on 31st October, 2023 and was
approved in the shareholder''s meeting held on 20th January, 2024 from this Annual General Meeting to conclusion of 39th
Annual General Meeting.

15. Auditors'' Report

The Auditors’ Report does not contain any qualification.

16. Disclosure about Cost Audit

During the year, the Cost Audit was not applicable to the Company and hence no details are provide for it.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. M K SAMDANI & CO., Practicing Company Secretary
has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III

to this report.

Regarding qualification and remarks in the Secretarial audit report, your Board offer following explanation.

Secretarial Auditor Observations	Management Comments
The Company Disclosed the result for the Financials year ended 31st March 2024 on the Date 29th June 2024.	Company maintain books of accounts In Electronic mode and due to crash in the system we are not able to get our data on time. We ensure that we will take care of our system so that this kind of things will not come again.
Company has appointed CFO Gayatri Umesh Mistry on 03rd April, 2024. Which is delayed by one month.	Company is looking for suitable candidate for the said post so for that reason it took time for appointment of CFO, but we complied with all other regulations.
It has been observed that the auditor who conducted the previous financial audits and signed First Quarter i.e. 30th June 2023 did not undergo a peer review process.	In respect of that Company appointed new statutory auditory which is verified and approved by the audit committee
Both Independent Directors not registered in independent director data bank and also not cleared the independent director exam.	Company has already informed to the concern director to get it registered in the data bank maintained by The Indian Institute of Corporate Affairs, (“MCA”).

The Company has Internal Audit and Internal Control System commensurate with the size, scale and complexity of its
operations.

18. Internal Audit & Controls

19. Issue of Employee stock options

During the year under review, the Company has not issued any employee stock options and accordingly no details are
provided for it.

20. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established.

21. Risk management policy

Pursuant to section 134(3) (n) of the Companies Act, 2013 and provisions of SEBI (LODR) Regulations, 2015, the company
has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in
opinion of the Board may threaten the existence of the company.

At present the company has not identified any element of risk which may threaten the existence of the Company.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014,

23. Material changes and commitments,

If any, affecting the financial position of the company which have occurred between the end of the financial year of the
com pany to which the financial statements relate and the date of the report

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

24. Details of significant

Material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s
operations in future

There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and company''s operations in future.

25. Deposits

During the year, the Company has not accepted any deposits from public.

26. Particulars of loans, guarantees or investments under section 186
1. Details of Loans:

SL. No.	?ate of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of ER	Date of SR (if reqd)	Rate of Interest	Security
			NIL

2. Details of Investments:-figure of investment

SL. No.	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (if reqd)	Expected rate of return

3. Details of Guarantee / Security Provided:

SL. No.	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the security/guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (if any)	Commission
			NIL

27. Particulars of contracts or arrangements with related parties

During the year under review, Company has paid Rs.1,44,000/- as rent for using the premises as Registered office to Dr.
Shikha Kumar Shah, daughter and Mrs. Deepa Kumar Shah, wife of Mr. Kumar V. Shah, Chairman and Managing Director.
These contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm''s length transactions under third provision are disclosed in the Notes
__to the financial statements. : Annexure 2

/ r¹

'' 28. Corporate Governance Certificate

This is to declare that in order to comply with Regulation 27(2) of SEBI (LODR), Regulations, 2015 read with Regulation 15
of Chapter IV SEBI (LODR) Regulations, 2015, the Paid up Capital of the Company Mitshi India Limited is not exceeding
Rs. 10 Crores, i.e., Rs. 8,80,00,000 and the Net worth is less than Rs. 25 Crores, i.e., Rs. 2,68,54,000 as on the last day of
the previous financial year ended, 31st March, 2024 hence corporate governance is Not Applicable to the company.

29. Management Discussion and Analysis-

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024.

Statutory Disclosures

The Company has no employees in respect of whom information under section 197 of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. TheSexual Harassment of Women at Workplace (Prevention, Prohibition and Red ressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under
provisions of The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During
the year Company has not received any com plaint of harassment.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: The
Company has not carried out any manufacturing activity during the year.

(a) Conservation of energy

0)	the steps taken or impact on conservation of energy	Not Applicable
fi)	the steps taken by the company for utilizing alternate sources of energy	Not App icahle
(ill)	the capital investment on energy conservation equipment''s	Not Applicable

(b) Technology absorption

<•)	the efforts made towards technology absorption	Not Applicable
(M)	the benefits derived like product improvement, cost reduction product development or import substitution	Not Applicable
(Hi)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial yearp	Not Applicable
	(a) the details of technology imported	Not Applicable
	(b) the year of import.	Not Applicable
	(c) whether the technology been fully absorbed	Not Applicable
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv)	the expenditure incurred on Research and Development	Not Applicable

(c) Foreign exchange earnings and Outgo

i) Foreign exchange earnings: NIL

ii) Foreign exchange Outgo: NIL

32. Corporate Social Responsibility (CSR)

Due to Inadequate Profits, the company was not required to spend any amount towards Social Responsibility, and hence
nodetailsforthe same are provided.

k. J

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)
(c)read with section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock
Exchanges —

(a) In the preparation of the annual accounts, the applicable accounting standards have been Followed along with proper
explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the com pany at the
end of the financial year and for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, have laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

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

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Listing with Stock Exchanges:

The Company is listed with BSE Ltd

36. Status under Sick Industrial Companies (Special Provision) Act, 1985

The Company is not a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies
(Special Provision) Act, 1985.

37. Acknowledge

Your Directors would like to acknowledge to all contribution, support, help received from all the stakeholders, government
Agencies, Banks.

By Order of the Board of Directors
MITSHI INDIA LIMITED

SD/-
Kumar Shah
Chairman and Managing Director

DIN:- 01451912

Registered Office:

2, Juhu Aradhana, Chs Ltd.

Juhu lane, Mumbai - 400 058.

Place : Mumbai
Date : 12/08/2024

---

Mar 31, 2018

DIRECTORS’ REPORT

The Members,

Your Directors have pleasure in presenting their 28- Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2018.

1. Financial summary or Highlights/Performance of the Company (Standalone)

PARTICULARS	2017-2018	2016-2017
gross Income Profit Before Interest and Depreciation	31081839 4511996	2362614 (2390218) .
Finance Charges Gross Profit	2205 4509791	166 (2390384)
Provision for Depreciation	332648	288960
Net Profit Before Tax	4177143	(2679344)
Provision for Tax I Net Profit After Tax	0 4177143	0 (2679344)
Balance of Profit brought forward	(136080228)	(133400884)
Balance available for appropriation	(131903085)	(136080228) 0 0 0 (136080228) |
Proposed Dividend on Equity Shares Tax on proposed Dividend Transfer to general Reserve Surplus carried to Balance Sheet	0 0 0 (131903085)

I 2. Brief description of the Company’s working during the year/state of company s aria

Your Company has already started various activities to generate revenue.

During the year company made profit to the tuna of Rs41.77 Lacs as compared to previous year''s loss of Rs,26.79 Lacs.

11 Your company is trying best to achieve the goal.

Change in the nature of business, if any

Since your company has started various activity and started to earn from that, major transaction of fruits and vegetables, purchases & sales based on cash under the regulation of IT Act, controlled by the Company.

3. Dividend

In view of not sufficient profit, the Directors are unable to recommend any dividend for the year.

I 4. Reserves

II No amounts are transferred to Reserves in view of Losses

I 5. Share Capital

I ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

I The company has not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules. 2014 [Chapter IV]. Hence, no details are provided for it.

ISSUE OF SWEAT EQUITY SHARE

The company has not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014. Hence, no details are provided for it.

6. Directors and Key Managerial Personnel

During the year Mr. Mitesh Kumar Shah was appointed as an additional director of the Company w.e.f. 16^,h March, 2018. And he also resigned wef 28"'' June 2018 due to his personal reasons and which has been approved and informed to BSE Ltd

Mr. Kumar V. Shah, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment,

7. Particulars of Employees

The Company has no employees in respect of whom information is to be furnished under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees of the Company.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate governance Report.

10. Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

11. Remuneration Policy

The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and appointment of Directors, Senior Management and their remuneration.

12. Managerial Remuneration:

During the year under review, Mr. Kumar V. Shah, Chairman and Managing Director was paid Rs,12,00,000/=- as remuneration.

13. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, there are no subsidiari/joint ventures/associate companies. Hence, the said details are not provided.

14. Auditors:

M/S A. A. Siddiqui & Co., Chartered Accountants were appointed as Auditors of the Company for the period three years i.e. form the conclusion of 27^th AGM held on 09-09-2017 till conclusion of the 30 ^th AGM of the Company to be held in the year 2020. Accordingly, it has been proposed to re appoint him for one more year.

15. Auditors¹ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Disclosure about Cost Audit

During the year, the Cost Audit was not applicable to the Company and hence no details are provide for it.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Jignesh M. Pandya & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.

Regarding qualification and remarks in the Secretarial audit report, your Board offer following explanations.

Explanation Note. Non Compliance of section 203 of the Companies Act, 2013 with respect to Non appointment of full time Company Secretary

Explanation Note. Your Company was not able to appoint a full time Company Secretary considering its financial position. However, your company will appoint the same in the current financial year.

Other than the above, the report is self-explanatory and do not call for any further comments.

18. Internal Audit & Controls

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. As the Company is a sick company, it has not appointed Internal Auditor.

19. Issue of employee stock options

During the year under review, the Company has not issued any employee stock options and accordingly no details are provided for it.

20. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

21. Risk management policy

Pursuant to section 134(3)(n) of the Companies Act, 2013 and clause 49 of the listing agreement, the company has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in opinion of the Board may threaten the existence of the company.

At present the company has not identified any element of risk which may threaten the existence of the Company.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE t.

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

25. Deposits

During the year, the Company has not accepted any deposits from public.

26. Particulars of loans, guarantees or investments under section 186 .

Details of Loans:

SL. No.	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if reqd)	Rate of interest	Security
			NIL

Details of Investments: -

SL. No.	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (if reqd)	Expected rate of return
			NIL

Details of Guarantee I Security Provided:

SL. No.	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the security/guarantee Is proposed to be utilized by the recipient	Date of BR	Date of SR (if any)	Commission
			NIL

27. Particulars of contracts or arrangements with related parties:

There are no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third provision.

28. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

29. Management Discussion and Analysis-

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31 -- March, 2018.

Statutory Disclosures V

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 names and other particulars of the employees are set out in the annexure to the Directors’ Report. The company does not have any employee under the said category.

30. The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013y. During the year Company has not received any complaint of harassment.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: The Company has not carried out any manufacturing activity during the year.

(a) Conservation of energy

(0	the steps taken or impact on conservation of energy	Not Applicable
(ii)	the steps taken by the company for utilizing alternate sources of energy	Not Applicable
(i«)	the capital investment on energy conservation equipment’s	Not Applicable

(b) Technology absorption

(i)	the efforts made towards technology absorption	Not Applicable
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(HI)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Not Applicable
	(a) the details of technology imported	Not Applicable
	(b) the year of import;	Not Applicable
	(c) whether the technology been fully absorbed	Not Applicable
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv)	the expenditure incurred on Research and Development	Not Applicable

(c) Foreign exchange earnings and Outgo

There were no earning or outgo in Foreign Exchange during the Current year and Previous year.

32. Corporate Social Responsibility (CSR)

Due to losses incurred, the Company was not required to spent any amount towards Social Responsibility, and hence no details for the same are provided.

33. Directors’ Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)

(c)read with section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Listing With Stock Exchanges :

The Company had requested BSE for installment in payment of listing fees for the year 2016-2017 & 2017-18 and BSE has agreed to it.

36. Status under Sick Industrial Companies ( Special Provision) Act, 1985

The Company is a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provision) Act, 1985.

37. Acknowledge

Your Directors would like to acknowledge to all contribution, support, help received from all the stakeholders, Government Agencies, Banks.

For and on behalf of the Board of Directors

Kumar Shah

Place : Mumbai Chairman and Managing Director

Date : 30/05/2018

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended march 31,2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

PARTICULARS 2014-2015 2013-14

Gross Income 17.67 21.17

Profit Before Interest and Depreciation (22.22) (7.79)

Finance Charges 0 0

Gross Profit (22.22) (7.79)

Provision for Depreciation 1.25 0.50

Net Profit Before Tax (23.47) (8.29)

Provision for Tax ( DTL Reversed) 0.36 0

Net Profit After Tax (23.11) (8.29)

Balance of Profit brought forward (1298.31) (1290.02)

Useful life expired-assets w/off (0.42) 0

Balance available for appropriation (1321.84) (1298.31)

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet (1321.84) (1298.31)

2. Brief description of the Company's working during the year/State of Company's affair Your Company has already started trading activity to generate revenue.

During the year company made Loss of Rs. 23.11 Lacs as compared to previous year's loss of Rs. 8.29 Lacs mainly due to payment of reinstatement listing fee of Rs.13.31 lacs paid to Bombay Stock Exchange

3. Change in the nature of business, if any

There is no change in the nature of business of the Company.

4. Dividend

In view of the loss, the Directors are unable to recommend any dividend for the year.

5. Reserves

No amounts are transferred to Reserves in view of Losses.

6. Share Capital

Issue of Shares with differential rights

The company not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV]. Hence, no details are provided for it.

Issue of sweat equity share

The company not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014. Hence, no details are provided for it.

7. Directors and Key Managerial Personnel

Mr. Kumar V. Shah, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Ms. Darshti Savala was appointed as a women independent Director wef 21/03/2015.

Also, Miss Subhangi Thool was been appointed as Company Secretary with effect from 02/04/2014. Miss Subhangi Thool has resigned wef 13/11/2014.

8. Particulars of Employees

The Company has no employees in respect of whom information under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014, statement of particulars of employees of the Company.

9. Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 4 Board and 4 Audit Committee meetings were convened and held. The details of which are given in the Corporate governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate governance Report.

11. Declaration by an Independent Director(s) and re-appointment, if any

The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

12. Remuneration Policy

The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and appointment of Directors, Senior management and their remuneration.

13. Managerial Remuneration:

During the year under review, Mt Kumar V. Shah, Chairman and managing Director was paid ' 90,000/- per month as remuneration.

14. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act, there are no subsidiary/joint ventures/associate companies. Hence, the said details are not provided.

15. Auditors:

The Auditors, M/s C. K. Patil & Co., Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

16. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

17. Disclosure about Cost Audit

During the year, the Cost Audit was not applicable to the Company and no details are provide for it.

18. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Jignesh M. Pandya & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report page no. 26. The report is self-explanatory and do not call for any further comments.

19. Internal Audit & Controls

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. As the Company is a sick company, it has not appointed Internal Auditor.

20. Issue of employee stock options

During the year under review, the Company has not issued any employee stock options and accordingly no details are provided for it.

21. Vigil Mechanism

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

22. Risk management policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and clause 49 of the listing agreement, the company has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in opinion of the Board may threaten the existence of the company.

At present the company has not identified any element of risk which may threaten the existence of the Company.

23. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

24. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No order have been passed during the financial year.

26. Deposits

During the year, the Company has not accepted any deposits from public.

27. Particulars of loans guarantees or investnents under Section 186

NIL

28. Particulars of contracts or arrangements with related parties:

There are no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso.

29. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

30. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

31. Statutory Disclosures

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 names and other particulars of the employees are set out in the annexure to the Directors' Report. The company does not have any employee under the said category.

32. The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year Company has not received any complaint of harassment.

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

The Company has not carried out any manufacturing activity during the year.

a) Conservation of energy

Not Applicable

(b) Technology absorption

Not Applicable

(c) Foreign exchange earnings and Outgo

There were no earning or outgo in Foreign Exchange during the Current year and Previous year.

34. Corporate Social Responsibility (CSR)

As the Company has not incurred any amount towards Social Responsibility, no details are provided.

35. Directors' Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c)read with Section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges —

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

37. Listing With Stock Exchanges :

The Company had requested BSE for installment in payment of listing fees for the year 2015-2016 and BSE has agreed to it.

38. STATUS UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISION) ACT, 1985.

The Company is a Sick Industrial Company within the meaning of Section 3(1) (0) of the Sick Industrial Companies (Special Provision) Act, 1985.

38. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors DERA PAINTS & CHEMICALS LIMITED

Signing as per Board resolution passed

Date : Mumbai Place : 30th may, 2015.

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 24th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2014

1. FINANCIAL HIGHLIGHT

PARTICULARS For the year For the year ended ended 31st March, 31st March, 2014 2013 (Rs.in. Lacs) (Rs.in. Lacs)

Profit /(Loss) before Depreciation and Tax (7.79) (4.90)

Depreciation on fixed Assets 0.50 0.50

Loss before tax (8.29) (5.40)

Deferred tax (0.00) (0.05)

Net Profit /(Loss) for the year (8.29) (5.45)

Add: Surplus/loss b/f from previous year (1290.02) (1284.57)

Balance loss c/f (1298.31) (1290.02)

2. OPERATIONS & OUTLOOK

Your Company has already started trading activity to generate revenue and mitigate losses.

During the year company made Loss of Rs. 8.29 lacs as compared to previous year''s loss of Rs. 5.45 Lacs.

3. DIRECTORS:

Shri Hasmukh Patel , DIN No. 00103811 retires by rotation being eligible, offer himself for re-appointment.

4. DIRECTORS'' RESPONSIBILITY STATEMENT :

The Board of Directors hereby confirms

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year and of the loss of the company for that period.

(iii) That 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 other irregularities.

(iv) That the Directors have prepared the annual account on a going concern basis.

5. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

6. CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of corporate governance. As required by Clause 49 of the Listing Agreement, a detailed report of Corporate Governance is given as an annexure to this report. Your company is in full compliance with the requirements and disclosures that have to be made in this regard.

7. PARTICULAR OF EMPLOYEES:

The Company has no employees in respect of whom information under sub-section 2A of section 217 of the Companies Act, 1956 is required to be furnished.

8. DIVIDEND:

In view of the loss, the Directors are unable to recommend any dividend for the year.

9. DEPOSITES:

During the year Company has not accepted any deposits from Public.

10. AUDITORS:

M/S C. K. Patil & CO. Chartered Accountants, Mumbai, holds office until the conclusion of the forthcoming Annual General Meeting. They signified their willingness to accept re-appointment and have further confirmed their eligibility under section 141 of the Companies Act, 2013.

11. AUDITORS REPORT :

Regarding qualification and remarks in the Auditors Report, your Board offers following explanations. Explanation Note 17 (3) Non Compliance of section 383A of the Companies Act, 1956.

Your company has not appointed a full time Company Secretary considering its financial position. However, your Company will appoint the same in the current financial year after successful relisting of its equity shares on BSE.

Note 17 (6) Preparation of Accounts on going concern basis.

The company intends to continue its operations and hence the accounts are prepared ongoing concern basis.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particular in the Report of Board of Directors Rules, 1988 is given in Annexure - 1 which forms part of this report.

13. STATUS UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISION) ACT, 1985.

The Company is a Sick Industrial Company within the meaning of Section 3(1) (0) of the Sick Industrial Companies (Special Provision) Act, 1985.

14. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, BSE, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

By order of the Board of Directors DERA PAINTS & CHEMICALS LIMITED

KUMAR V. SHAH CHAIRMAN & MANAGING DIRECTOR

Date : 17th May, 2014 Place : Mumbai

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Mar 31, 2013

To, The Members of DERA PAINTS & CHEMICALS LIMITED

The Directors have great pleasure in presenting 23rd Annual Report together with the Audited statement of Accounts for the year ended 31 st March, 2013

1. FINANCIAL HIGHLIGHT

PARTICULARS For the year ended for the year ended 31st March, 2013 31st March, 2012 (Rs. in. Lacs) (Rs. in. Lacs)

Profit /(Loss) before Depreciation and Tax (5.90) (0.82)

Depreciation on fixed Assets 0.50 0.50

Loss before tax (5.40) (0.32)

Deferred tax (0.05) (0.32)

Excess provision for tax w/back 20.84

Net Profit /(Loss) for the year (5.45) 20.20

Add: Surplus/loss b/f from previous year (1284.57) (1304.77)

Balance loss c/f (1290.02) (1284.57)

2. OPERATIONS & OUTLOOK

Your Company has already embarked upon starting the business by trading in chemicals to generate revenue and mitigate losses.

During the year company made Loss of Rs.5.45 lacs as compared to previous year''s Profit of Rs.20.20 Lacs which was mainly due to write back of excess income-tax provision.

The final onetime settlement has been arrived at with SICOM Ltd and the Company has already made the payment to SICOM Ltd and obtained No Due Certificate accordingly.

3. DIRECTORS:

Shri H. A. Salunkhe retires by rotation being eligible, offer himself for re-appointment.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms under section 217 (2AA) of the companies act, 1956.

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year and of the loss of the company for that period.

(iii)That 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 other irregularities.

(iv)Thatthe Directors have prepared the annual account on a going concern basis.

5. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part 6ffhisF5epbrt

6. CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of corporate governance. As required by Clause 49 of the Listing Agreement, a detailed report of Corporate Governance is given as an annexure to this report. Your company is in full compliance with the requirements and disclosures that have to be made in this regard.

n. SECRETARIALAUDIT >

Mr. Jignesh Pandya, Practicing Company Secretary conducted Secretarial Audit pursuant to provisions of Section 383A of the Companies Act, 1956, for the financial year 2012-13. Mr. Jignesh Pandya has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities for corporate law.

8. PARTICULAR OF EMPLOYEES:

There were no employee during the whole or part of the year who were in receipt of remuneration aggregatingto Rs. 5,00,000/- per month of Rs. 60,00,000/- p.a.

9. DIVIDEND:

in view of the loss, the Directors are unable to recommend any dividend for the year.

10. DEPOSITES:

During the year Company has not accepted any deposits from Public.

11. AUDITORS:

M/S C. K. Patil & CO. Chartered Accountants, Mumbai, holds office until the conclusion of the forthcoming Annual General Meeting. They signified their willingness to accept re-appointment and have further confirmed their eligibility under section 224(1 -B) of the companies Act, 1956.

12. AUDITORS REPORT:

Regarding qualification and remarks in the Auditors Report, your Board is of the opinion that they are self-explanatory & no comments are required from the Board.

Explanation Note 17 (3)

Non Compliance of section 383Aof the Companies Act, 1956

At present company is not in a position to appoint a full time Company Secretary considering its financial position.

Note 17 (6) Preparation of Accounts on going concern basis

The company intends to continue its operations and hence the accounts are prepared on going concern j basis.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988 is given in Annexure-1 which forms part of this report.

14. STATUS UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISION) ACT, 1985.

The Company is a Sick Industrial Company within the meaning of Section 3(1 )(0) of the Sick Industrial Companies (Special Provision) Act, 1985.

15. APPRECIATION:

Your Directors wish to place on record their appreciation of whole hearted co-operation and cordial support from bankers, financial institution, shareholders, creditors and various government agencies. By order of the Board of Directors.

FOR DERA PAINTS & CHEMICALS LIMITED

KUMAR V. SHAH

CHAIRMAN & MANAGING DIRECTOR

Date: 30th May, 2013

Place: Mumbai.

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Mar 31, 2012

To, The Members of DERA PAINTS & CHEMICALS LIMITED

The Directors have great pleasure in presenting 22ndt Annual Report together with the Audited statement of Accounts forthe year ended 31 st March, 2012.

1. FINANCIAL HIGHLIGHT

PARTICULARS For the year for the year ended ended 31st March, 31st March, (Rs.in.Lacs) (Rs.in.Lacs)

Profit /(Loss) before Depreciation and Tax (0.82) (2.88)

Depreciation on fixed Assets 0.50 -

Loss before tax (0.32) (2.88)

Deferred tax (0.32) --

Excess provision for tax w/back 20.84 ---

Net Profit /(Loss) for the year 20.20 (2.88)

Add: Surplus/loss b/f from previous year (1304.77) (1301.89)

Balance loss c/f (1284.57) (1304.77)





2. OPERATIONS & OUTLOOK

Your Company has already embarked upon starting the business by trading in chemicals to generate revenue and mitigate losses.

During the year company made profit of Rs.20.20 lacs mainly due to write back of excess income tax provision as compared to previous year loss of Rs.2.88 Lacs.

The Company had arrived at one time Full & Final settlement with Allahabad Bank and had complied with the terms and conditions of the said settlement. Despite that Allahabad bank had filed a suit against the Company in DRT. The Company had filed a reply in DRT fordismissal of the said suit.

Due to non availability of certain material records in the past, the Company was unable to file its reply in DRT, now as the said records have been located, the Company is planning for reply to re-open the case gone against it in DRT for demands of SICOM of Rs. 227 lakhs as it is possible to explain to DRT for wrong claim of SICOM Ltd.

After verification of available records, there are certain payments for which credits have not been shown by SICOM in DRT statement. The company is planning to take necessary legal action in this matter.

3. DIRECTORS:

Shri Hasmukh Patel retires by rotation being eligible, offer himself for re-appointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms under Section 217 (2AA) of the company's act 1956.

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year and of the profit or loss of the company for that period.

(iii)That 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 other irregularities.

(iv)Thatthe Directors have prepared the annual account on a going concern basis.

5. CORPORATE GOVERNANCE:

Your company believes in transparency and has always maintained a very high level of corporate governance. As required by Clause 49 of the Listing Agreement, a detailed report of Corporate Governance is given as an annexure to this Report. Your company is in full compliance with the requirements and disclosures that have to be made in this regard.

6. PARTICULAR OF EMPLOYEES:

There were no employee during the whole or part of the year who were in receipt of remuneration aggregating to Rs. 1, 00,000/- per month of Rs. 12, 00,000/- p.a Hence no particulars are not given.

7. DIVIDEND:

In view of the loss, the Directors are unable to recommend any dividend for the year.

8. DEPOSITES :

During the year Company has not accepted any deposits from Public.

9. AUDITORS:

M/S C.K.PATIL & CO. Chartered Accountants, Mumbai, holds office until the conclusion of the forthcoming Annual General Meeting. They signified their willingness to accept re-appointment and have farther confirmed their eligibility under section 224(1-B ) of the companies Act, 1956.

10. AUDITORS REPORT :

Regarding qualification and remarks in the Auditors Report, your Board is of the opinion that they are self-explanatory & no comments are required from the Board.

Explanation - Note 17 (3)

Non compliance of Section 383A of the Companies Act, 1956

At present company is not in a position to appoint a full time Company Secretary considering its financial position.

Note 17 (6) Preparation of Accounts on going concern basis

The company intends to continue its operations and hence the accounts are prepared ongoing concern basis.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988 is given in Annexure - 1 which forms part of this report.

12. STATUS UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISION) ACT, 1985.

The Company is a Sick Industrial Company within the meaning of Section 3(1)(0) of the Sick Industrial Companies (Special Provision) Act, 1985.

13. APPRECIATION:

Your Directors wish to place on record their appreciation of whole hearted co-operation and cordial support from Creditors, shareholders and various agencies.





By order of the Board of Directors. FOR DERA PAINTS & CHEMICALS LIMITED

KUMAR V. SHAH CHAIRMAN & MANAGING DIRECTOR

Date: 3rd September, 2012 Place: Mumbai.

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Mar 31, 2011

To, The Members of DERA PAINTS & CHEMICALS LIMITED

The Directors have great pleasure in presenting 21st Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHT

PARTICULARS For the year ended for the year ended 31st March, 2011 31st March, 2010 (Rs.in.Lacs) (Rs.in.Lacs)

Profit /(Loss) before Depreciation and Tax (2.88) (1.91)

Add: Depreciation on fixed Assets - -

Loss before tax (2.88) (1.91)

Loss after tax (2.88) (1.91)

Net Loss for the year (2.88) (1.91)

Add: Surplus/loss b/f from previous year (1301.89) (1299.98)

Balance loss c/f (1304.77) (1301.89)

2. OPORATIONS & OUTLOOK

Your Company has already embarked upon starting the business by trading in chemicals to generate revenue and mitigate losses. The entire paid up capital was already eroded in March-2000.

During the year company incurred losses Rs.2.88lacs as compared to previous year loss of Rs.1.91Lacs.

In September,2010, your Company had received a letter from Allahabad Bank informing about assignment of its dues from the Company to an Assets Recovery Co.(ARC) . Your Company has sought a legal opinion that the said assignment is illegal and the Company has decided to challenge the assignment.

In August,2011 , your Company has succeed in finding relevant papers and documents which are required to challenge and protest various actions taken against the Company by Allahabad bank and SICOM. The same have been handed over to the Company's solicitors to proceed for legal action against Allahabad Bank , Challenge of Assignment given by Allahabad bank and to file Appeal in DRT against SICOM.

In the mean time, the management is putting in its best efforts to keep operations going on and generate adequate cash flows to meet bare minimum overheads and keep the plant in operations. With adequate support in the form of rehabilitation while receipts of insurance claim and uninterrupted full- scale production at the plant, the company can look forward to better performance in the coming year.Company has filed writ petition against the Sicom ltd and others in the year December,2001 for non-considering our various pending request since 1996 onwards pertaining to grant of eligible benefits for adding and amending in the Eligibility Certificate. However, company have loose the writ Petition in the Hon'ble Mumbai High Court in the year August 2002 and thereafter company preferred filing appeal at Hon'ble Supreme Court of India, New Delhi and in November,2003 our appeal have been admitted by the Hon'ble Supreme Court of India.

3. DIRECTORS :

ShriH.A.Salunkhe retires by rotation eligible, offer himself for re-appointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT :

The Board of Directors hereby confirms

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year and of the profit or loss of the company for that period.

(iii)That 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 other irregularities.

(iv)That the Directors have prepared the annual account on a going concern basis.

5. PARTICULAR OF EMPLOYEES:

There were no employee during the whole or part of the year who were in receipt of remuneration aggregating to Rs. 1, 00,000/- per month of Rs. 12, 00,000/- p.a Hence no particulars are not given.

6. DIVIDEND:

In view of the loss, the Directors are unable to recommend any dividend for the year.

7. DEPOSITES :

During the year Company has not accepted any deposits from Public.

8. AUDITORS:

M/S C.K.PATIL & CO. Chartered Accountants, Mumbai, holds office until the conclusion of the forthcoming Annual General Meeting. They signified their willingness to accept re-appointment and have farther confirmed their eligibility under section 224(1-B ) of the companies Act, 1956.

9. AUDITORS REPORT :

Regarding qualification and remarks in the Auditors Report, your Board is of the opinion that they are self-explanatory & no comments are required from the Board.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988 is given in Annexure - 1 which forms part of this report.

11. STATUS UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISION) ACT, 1985.

The Company is a Sick Industrial Company within the meaning of Section 3(1)(0) of the Sick Industrial Companies (Special Provision) Act, 1985.

12. APPRECIATION:

Your Directors wish to place on record their appreciation of whole hearted co-operation and cordial support from Creditors, shareholders and various agencies.

By order of the Board of Directors.

FOR DERA PAINTS & CHEMICALS LIMITED

KUMAR V. SHAH

CHAIRMAN & MANAGING DIRECTOR

Date: 29th August, 2011

Place: Mumbai.

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Mar 31, 2010

To, The Members of DERA PAINTS & CHEMICALS LIMITED

The Directors have great pleasure in presenting 20th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2010

1. FINANCIAL HIGHLIGHT

PARTICULARS For the year ended for the year ended 31st March, 2010 31st March, 2009 (Rs.in.Lacs) (Rs.in.Lacs)

Profit /(Loss) before Depreciation and Tax (1.91) (1.96)

Add: Depreciation on fixed Assets -

Loss before tax (1.91) (1.96)

Loss after tax (1.91) (1.96)

Net Loss for the year (1.91) (1.96)

Add: Surplus/loss b/f from previous year (1299.98) (1298.02)

Balance loss c/f (1301.89) (1299.98)

2. OPORATIONS & OUTLOOK

During the year, your Company has embarked upon starting the business by trading in chemicals to generate revenue and mitigate losses. The entire paid up capital was already eroded in March-2000.

During the year company incurred losses Rs.1.91lacs as compared to previous year loss of Rs.1.96Lacs.

In last Quarter 0f 2009 Allahabad bank had filed a case in DRT against the Company to recover its dues, despite bank had agreed not to file any case while accepting OTS of the Company in the year 2007. The DRT application filed by the Bank is absolute faulty and bad in law. Surprisingly, in the DRT Application , the Bank has asked for attachment on Vasai Factory which the Bank had already sold and issued NO Lien letters to various authorities in the year 2007. Due to attachment and seizer of the properties and documents of the Company , the company was unable to take action against the Bank. Once, the documents are available, the Company will take necessary legal actions against the Bank in this matter.

In the mean time, the management is putting in its best efforts to keep operations going on and generate adequate cash flows to meet bare minimum overheads and keep the plant in operations. With adequate support in the form of rehabilitation while receipts of insurance claim and uninterrupted full- scale production at the plant, the company can look forward to better performance in the coming year.Company has filed writ petition against the Sicom ltd and others in the year December,2001 for non-considering our various pending request since 1996 onwards pertaining to grant of eligible benefits for adding and amending in the Eligibility Certificate. However, company have loose the writ Petition in the Hon'ble Mumbai High Court in the year August 2002 and thereafter company preferred filing appeal at Hon'ble Supreme Court of India, New Delhi and in November,2003 our appeal have been admitted by the Hon'ble Supreme Court of India.

3. DIRECTORS :

Shri Hasmukh Patel retires by rotation eligible, offer himself for re-appointment.

4. DIRECTORS' RESPONSIBILITY STATEMENT :

The Board of Directors hereby confirms

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year and of the profit or loss of the company for that period.

(iii)That 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 other irregularities.

(iv)That the Directors have prepared the annual account on a going concern basis.

5. PARTICULAR OF EMPLOYEES:

There were no employee during the whole or part of the year who were in receipt of remuneration aggregating to Rs. 1, 00,000/- per month of Rs. 12, 00,000/- p.a Hence no particulars are not given.

6. DIVIDEND:

In view of the loss, the Directors are unable to recommend any dividend for the year.

7. DEPOSITES :

During the year Company has not accepted any deposits from Public.

8. AUDITORS:

M/S C.K.PATIL & CO. Chartered Accountants, Mumbai, holds office until the conclusion of the forthcoming Annual General Meeting. They signified their willingness to accept re-appointment and have farther confirmed their eligibility under section 224(1-B ) of the companies Act, 1956.

9. AUDITORS REPORT :

Regarding qualification and remarks in the Auditors Report, your Board is of the opinion that they are self-explanatory & no comments are required from the Board.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988 is given in Annexure - 1 which forms part of this report.

11. STATUS UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISION) ACT, 1985.

The Company is a Sick Industrial Company within the meaning of Section 3(1)(0) of the Sick Industrial Companies (Special Provision) Act, 1985.

12. APPRECIATION:

Your Directors wish to place on record their appreciation of whole hearted co-operation and cordial support from Creditors, shareholders and various agencies.

By order of the Board of Directors.

FOR DERA PAINTS & CHEMICALS LIMITED

KUMAR V. SHAH

CHAIRMAN & MANAGING DIRECTOR

Date: 28th August, 2010

Place: Mumbai.