Directors Report of N D Metal Industries Ltd.

Mar 31, 2024

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

Financial Summary or Hiqhliqhts/Performance of the Company (Standalone)

Particulars	31.03.2024	31.03.2023
Total Income	88.51	105.93
Expenditure	69.40	84.42
Profit / Loss before Tax	19.11	21.51
Taxes paid and provided	3.20	-
Deferred tax liability / (-) asset	(3.08)	(3.06)
Profit / Loss after Tax	12.83	18.45
Proposed Final Dividend	0	0
Dividend distribution tax	0	0
Balance carried to Balance Sheet	12.83	18.45

Operational Performance:

Revenue from operations of the Company is Rs. 5.86 lakhs as compared to Rs.
2.51 lakhs of the previous _Year,The revenue has increased as compared to
previous year. The Profit of the Company has decreased to Rs. 12.83 lakhs as
compared to Rs. 18.45 lakhs of the previous Year.

Dividend:

In view of further expansion of the business, the Board of Directors of your Company
does not recommend any dividend for the year ended 31^st March, 2024.

Transfer To Reserves & Surplus:

The Company has not transferred any amount to the Reserves & Surplus during the
Year under Review.

SHARE CAPITAL:

The paid-up Equity Share Capital as at March 31,2023 stood at Rs. 2,48,00,000.
During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat equity. As on
March 31, 2024, none of the Directors of the Company hold instruments
convertible into equity shares of the Company. The Company’s Equity Shares
are listed on BSE Limited and available for trading.

Change In the Nature of Business, If Any:

No Changes have occurred in the Nature of the Business during the Year under
Review.

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:

No Material changes and commitments affecting the financial position of the
company have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report

Details Of Significant And Material Orders Passed Bv The Regulators Or
Courts Or Tribunals Impacting The Going Concern Status And Company’s
Operations In Future:

No Significant and Material Orders have been passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future
during the Year under Review.

Details of Subsidiarv/Joint Ventures/Associate Companies and Financial
Performance thereof:

As on March 31, 2024 the Company has No Subsidiary and Associate Company.

No Company has become or has ceased to become a Subsidiary/Associate
Company during the Year under review.

Deposits:

The Company has not accepted any Deposits within the meaning of section 73 of
the Companies Act, 2013 and the Rules made there under. Hence, there is
nothing to Report in this Matter. However, the Company continues to enjoy Loans
from Director, which are exempted under Rule 2(1) (viii) of the Companies
(Acceptance of Deposit) Rules, 2014.

Auditors:

Statutory Auditors:

M/s. SUVARNA & KATDARE, Statutory Auditors of the Company hold office
until the conclusion of the ensuing Annual General Meeting and being eligible to
offer themselves for re-appointment.

M/s. SUVARNA & KATDARE., Chartered Accountants, have furnished a
certificate, confirming that if re- appointed, their re-appointment will be in
accordance with Section 139 read with Section 141 of the Act. Pursuant to the
provisions of the Act and the Rules made there under, it is proposed to appoint

M/s. SUVARNA & KATDARE., Chartered Accountants; as the statutory
auditors of the Company from the conclusion of the AGM till the conclusion of
the Sixth Annual General Meeting, subject to ratification at every subsequent
Annual General Meeting held after this Annual General Meeting.

Members are requested to consider the re-appointment of M/s. SUVARNA &
KATDARE., Chartered Accountants and authorize the Board of Directors to fix
their remuneration.

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed M/S SWEETI SHAIFALI &
ASSOCIATION, Practicing Company Secretary, CP No: 14955 to undertake the

st

Secretarial Audit of the Company for the year ended 31 March, 2024.

Auditors’ Report:

Report of Statutory Auditors of the Company is self-explanatory and do not call for
separate explanation from the Board.

Secretarial Audit Report:

A Secretarial Audit Report given by CS Sweeti Shaifali, a Company Secretary in
practice is being annexed with the report. Annexure - IV.

Director’s Reply on the Observations on the Secretarial Audit Report:

Serial
	Secretarial Auditors Remarks	Directors Reply
No.
1.	Observation Related to Compliance with the SEBI Rules/ Guidelines/ Regulations/ LODR	Effective Steps are taken by the Company to strengthen the System of maintaining Internal Records
2.	the Company is in the process of making necessary Disclosures on the Website of the Company	Effective Steps are taken to make necessary disclosure on the Website of the Company
3.	The Company have not paid Listing Fees for the Financial Year 2024-25	The Company is in process to pay listing fees.
4.	The Company has appointed an Independent Directors in pursuance of Section 146(6) of the Companies Act ,2013	The Company is in process to appoint Independent Director. Still not appointed any Independent Director.

Share Capital:

The paid up Equity Share Capital as on March 31,2024 was Rs. 24,800,000/-
during the year under review. The Company has not issued any shares.

Shares with Differential Voting Rights:

The Company has not issued shares with differential voting rights during the year.
Issued Employee Stock Options I ESOP:

The Company has not issued employee stock options and does not have any
scheme to fund its employees to purchase the shares of the Company.

Issue of Sweat Equity:

The Company has not issued sweat equity shares during the year.

Listing of Company’s Scrip:

Your Company was listed on the Bombay Stock Exchange.

Extract Of Annual Return:

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies
(Management and Administration) Rules, 2014, the extract of Annual Return in form
MGT-9 is annexed as

Annexure I.

Conservation of energy, technology absorption and foreign exchange earnings
and outgo:

The Information Regarding Conservation of Energy & Technology Absorption is
provided in Annexure II.

Foreign Exchange Earnings and Outgo:

Amount

Total Foreign Exchange Inflow	0
Total Foreign Exchange outflow	0

Corporate Governance Report:

Since the paid Up Share Capital of Your Company as on 31^st March, 2024 is Rs.
24,800,000/- , and the Net worth of your Company never exceed a sum of Rs. 25
Crores or more at any time in the history of the Company therefore the quarterly
report on Corporate Governance pursuant to regulation 27(2) of SEBI (Listing
Obligations and Disclosure Requirements) Regulation 2015 is not applicable to
the Company. However the Company has been observing best governance
practices and is committed to adhere to Corporate Governance Requirement on
an ongoing basis.

Directors:

A) Changes in Directors and Kev Managerial Personnel

Appointments and changes in Designation during the Year under Review.

During the year Mr. GAURAV GARG was appointed as additional director and Mr. LALU S MANDAL was resigned from directorship of the Company

B) Appointment of Independent Directors) and re- appointment, if anv

Your Directors are making all ground efforts to identify and Appoint
Independent Directors so as to comply with Section 149(4) of the Companies
Act, 2013 read with Rule 4 of The Companies (Appointment and
Qualification of Directors) Rules, 2014. Therefore there is no Independent
Director in the Company.

QAnnual Evaluation of Board Performance and Performance of Its

Committee

and Of Director:

Since your Company is in the process of identifying and appointing
independent directors on the Board of your Company at this juncture your
Company could not able to Constitute and appoint its Committee Members for
the Following:

Audit Committee

Nomination and Remuneration Committee
Number of meetings of the Board of Directors:

The Board of Directors of the Company has met Seven times during the Year under
review

Date of the meeting	No. of Directors attended the meeting
01/05/2023	5
29/05/2023	5
12/08/2023	5
14/08/2023	5
10/11/2023	5
23/12/2023	5
10/02/2024	5

Details of establishment of vigil mechanism for directors and employees:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism
to the Directors and employees to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company’s Code of Conduct or ethics
policy. The Policy provides for adequate safeguards against victimization of employees
who avail of the mechanism and also provides for direct access to the Managing

Director of the Company. Nobody has denied access to the Managing director of the
Company in this regard.

Nomination and Remuneration Committee:

As reported above your Company is in the process of identifying and appointing
independent directors on the Board of your Company at this juncture, as the
consequence to it your Company could not able to constitute and Appoint its
Committee Members for Nomination and Remuneration Committee.

Once the Committee is constituted, the Remuneration Policy will be framed and
executed for Remuneration given to the KMP of the Company and the same
Policy will be uploaded on the website of the Company.

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to
financial statements. Your Company has adopted the policies and procedures
for ensuring the orderly and efficient conduct of its business, including
adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial
disclosures.

Corporate Social Responsibility:

As a socially responsible Company, your Company has a strong sense of community
responsibility.

The Company however, does not fall within the Criteria as laid down by the Act is
not required to constitute a CSR Committee.

Policy on prevention, prohibition and redressal of sexual harassment at
workplace:

The Company has zero tolerance for sexual harassment at the workplace and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
the Workplace, in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder. The Policy aims to provide protection to employees at the workplace
and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The company has also constituted an internal
complaints committee, to inquire into complaints of sexual harassment and recommend
appropriate action.

The company has not received any complaint of sexual harassment during the financial year
2023-2024.

Disclosure:

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

Number of working or awareness programme against sexual harassment carried out	NIL
Nature of action taken by the employer or district officer	NIL

Particulars of loans, guarantees or investments under section 185 &186:

During the year No Loans or Guarantees are given nor are any Investments made
by the Company under Section 186 of the Companies Act, 2013.

The company has granted unsecured, interest free loan to one of its Director during the
year in terms of Section 185 of the Companies Act, 2013. There is no time bound
stipulation as regards the repayment of principal or interest.

Particulars of contracts or arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties are provided for in
Annexure III (AOC-2).

Risk Management:

Your Company has adopted a Risk Management Policy/ Plan in accordance with
the provisions of the Companies Act, It establishes various levels of accountability and
overview within the Company, while vesting identified managers with responsibility for
each significant risk.

This risk management process covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process also helps to align potential
exposures with the risk appetite and highlights risks associated with chosen
strategies.

Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were
on an arm’s length basis, in the ordinary course of business and were in compliance
with the applicable provisions of the Companies Act, 2013 (‘the Act’) and the Listing
Agreement. All Related Party Transactions are placed before the Board for approval.

The Company has adopted a Related Party Transactions Policy. The Policy, as
approved by the Board, is uploaded on the Company’s website at the web link:
www.ndmil.com

Details of the transactions with Related Parties are provided in the accompanying
financial statements.

Criteria for determining qualifications, positive attributes and independence of a
director:

Since the Company is in the process of identifying Independent Director, The said
disclosure is reported to be Nil for the period under review.

Particulars of Employees:

During the financial year under review, none of the Company’s employees was in
receipt of remuneration as prescribed under Rule 5 (2) and (3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules. Hence, no
particulars are required to be disclosed in this Report.

Directors’ Responsibility Statement:

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies
Act, 2013, and to the best of their knowledge and belief and according to the
information and explanations obtained by them and same as mentioned
elsewhere in this Report, the attached Annual Accounts and the Auditors’
Report thereon, your Directors confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards
have been followed and that there are no material departures;

ii. They have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are
operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating
effectively.

Acknowledgement:

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

By Order of the Board of Directors
For N D METAL INDUSTRIES LIMITED

s/d s/d

AJAY KUMAR GARG HARSH REKHA GARG

Director Director

DIN: 00988977 DIN: 00846444

Date: 0 2/09/2024
Place: Mumbai

---

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting their 29th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015

FINANCIAL RESULTS:

2014-2015 2013-2014 Particulars Rs. Rs.

Net Sales & Other Income 84,70,102 1,17,47,102

Profit before Depreciation & Taxes 37,50,536 29,83,462

Depreciation 30,43,794 30,32,245

Provision for Taxation & Fringe Benefit Tax 61,000 1,58,120

Deferred Tax Assets( )/Liability(-) - -

Profit after tax 6,45,742 (2,06,903)

Profit/(Loss) brought forward from Previous Year 60,29,951 62,36,854

Profit available for appropriation 66,75,693 60,29,951

1) LISTING

The Equity Shares of the Company are listed on the Mumbai, Stock Exchange and all the applicable listing fees have been paid up to date.

2) DIVIDEND

The boards of directors do not recommend any dividend for the year.

3) PUBLIC DEPOSIT fSection 58-A1:

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 in the year under review.

4) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 8 Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the companies act, 2013 and the Clause 49 of the Listing Agreement.

5) PERSONNEL:

During the year, none of the employees was in receipt of remuneration exceeding Rs.24,00,000 per annum or Rs. 2,00,000 per month and accordingly, the Company has no information to report to the Members under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended from time to time.

6) PARTICULARS OF DIRECTORS:

Harsh Rekha Garg retiring by rotation at the forth-coming Annual General Meeting and being eligible, offer herself for re-appointment.

7) CORPORATE GOVERNANCE:

The guidelines on Corporate Governance were not applicable to our Company during the Financial Year 2014-15 as our paid up capital is less than 3 Crore.

8) DEMATERIALISATION:

As per the SEBI directives, your Company's shares have been included in the compulsory demat list for trading for all investors w.e.f. 06th May'2001.

9) 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 the provisions of Section 134(3)(c) of the Companies Act, 2013 that:

A. In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date;

C. Proper and sufficient care has been taken for 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. The annual financial statements have been prepared on a going concern basis;

E. Proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and

F. Proper systems to ensure compliance with the provisions of all applicable laws were in places which were adequate and operating effectively.

10) SHARE CAPITAL:

The paid up equity share capital of the company as on March 31, 2015 was Rs._2,48,00,000/-. During the year under review the company has not issued shares with differential voting right nor granted stock option nor sweat equity.

11) EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure I.

12) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and Clause 49 of the Listing Agreement are not attracted. As a matter of good corporate disclosure practice by the company Form AOC 2 is given in Annexure II. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered materially Significant. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Details of transactions with Related Parties are given in the notes 30(a) & (b)to the Financial Statements.

13) AUDITOR'S AND THEIR REPORT:

M/s. Sudesh & Associates, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment. The Company has received a Certificate under Section 224 (IB) of the Companies Act, 1956 from Auditors to that effect that their appointment, if made, would be within the prescribed limits. As regards the Auditors remark, the notes referred to by the Auditors in their report are self-explanatory.

14) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS (Section 217 fe):

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the Company during the year under review annexure- -

15) ACKNOWLEDGEMENTS:

The Directors thank all those who have contributed their best to the present success of the Company, all the Employees, Customers, Suppliers, Shareholders and Bankers for their sustained support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR



AJAY KUMAR GARG (Chairman & Managing Director)

Place: Mumbai. Date: 2nd September, 2015

---

Mar 31, 2014

To The Members of

N. D. METAL INDUSTRIES LTD.

The Directors have the pleasure in presenting their 29th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS: Particulars 2013-2014 2012-2013 rs rs

Net Sales & Other Income 1,17,47,102 2,32,39,708

Profit before Depreciation & Taxes 29,83,462 58,85,688

Depreciation 30,32,245 32,02,132

Provision for Taxation & Fringe Benefit Tax 1,58,120 2,51,303

Deferred Tax Assets( )/Liability(-) - -

Profit after tax (2,06,903) 24,32,253

Profit/(Loss) brought forward from Previous Year 62,36,854 38,04,601

Profit available for appropriation 60,29,951 62,36,854



1) LISTING

The Equity Shares of the Company are listed on the Mumbai, Stock Exchange and all the applicable listing fees have been paid up to date.

2] DIVIDEND

The boards of directors do not recommend any dividend for the year.

3) PUBLIC DEPOSIT TSection 58-A1:

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 in the year under review.

4) PERSONNEL:

During the year, none of the employees was in receipt of remuneration exceeding Rs. 24,00,000 per annum or Rs. 2,00,00,0 per month and accordingly, the Company has no information to report to the Members under Section 217(2A] of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended from time to time.

5) PARTICULARS OF DIRECTORS:

Harsh Rekha Garg retiring by rotation at the forth-coming Annual General Meeting and being eligible, offer herself for re-appointment

6) CORPORATE GOVERNANCE:

The guidelines on Corporate Governance were not applicable to our Company during the Financial Year 2013-14 as our paid up capital is less than 3 Crore.

7) DEMATERIALISATION:

As per the SEBI directives, your Company''s shares have been included in the compulsory demat list for trading for all investors w.e.f. 06th May''2001.

8) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed. (i) That in the preparation of the accounts for the financial year ended 31stMarch, 2014, the applicable accounting standards have been followed

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of the 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on going concern basis.

9) AUDITOR''S AND THEIR REPORT:

M/s. Sudesh & Associates, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment. The Company has received a Certificate under Section 224 (IB) of the Companies Act, 1956 from Auditors to that effect that their appointment, if made, would be within the prescribed limits. As regards the Auditors remark, the notes referred to by the Auditors in their report are self-explanatory.

10) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS Section 217 :

Additional information on Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgoings as required to be disclose terms of Section 217(l)(e) of the Companies Act, 1956, is given in the Annexure forming part of this report.

11) ACKNOWLEDGEMENTS:

The Directors thank all those who have contributed their best to the present success of the Company, all the Employees, Customers, Suppliers, Shareholders and Bankers for their sustained support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

AJAY KUMAR GARG (Chairman & Managing Director)

Place: Mumbai. Date: 2nd September, 2014

---

Mar 31, 2010

The Directors have the pleasure in presenting their 25th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

2009-2010 2008-2009 Particulars (Rs.) (Rs.)

Net Sales & Other Income 26,62,09,661 55,59,17,720

Profit before Depreciation & Taxes (40,42,307) (4,77,74,805)

Depreciation 34,28,748 34,24,484

Provision for Taxation & fringe Benefit lax - 2,25,750

Deferred Tax Assets(+)/ Liability(-) (783184) (1,64,44390)

Short(Net) Provision in Earlier Year - 1,01,816

Profit after tax (66,87,670) (3,50,82,467)

Profit/(Loss) brought forward from Previous Year 1,86,16,100 5,36,98,567 Less: Proposed Dividend - -

Tax on Distributed Profit - -

Profit available for appropriation 1,19,28,230 1,86,16,100

1) LISTING

The Equity Shares of the Company are listed on the Mumbai, Stock Exchange and ail the applicable listing fees have been paid uptudate.

2) DIVIDEND

The boards of directors do not recommend any dividend for the year.

3) FIXED DEPOSIT (Section 58-Al:

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 in the year under review.

4) PERSONNEL:

During the year, none of the employees was in receipt of remuneration exceeding Rs.24,00,000 per annum or Rs.2,00,000 per month and accordingly, flic Company has no information to report to the Members under Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of employees) Rul«*s, 1975, as amended from time to time.

5) PARTICULARS OF DIRECTORS:

Harsh Rekha Garg retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment

6) CORPORATE GOVERNANCE

The guidelines on Corporate Governance were not applicable to our Company during the Financial Year 201)9-10 as our paid up capital is less than 3 Crore.

7) PEMATERIALISATTON:

As per the 5KBI directives, your Companys shares have been included in me compulsory demat list for trading for all investors w.e.f. 06th Ma/2001.

8) DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 2I7(2A A) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the financial year ended March, 2010, the applicable accounting standards have been followed

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates mat were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit Or loss of die Company for me year under review;

(iii) That ll»e Directors have taken proper and sufficient care for the maintenance of die 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31* March, 2010 on going concern basis.

9) AUDITORS AND THEIR REPORT:

M/s. Chaturvedi Sohan & Co., Auditors of the Company hold office until tin-: conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment

The Company has received a Certificate under Section 224 (IB) of the Companies Act, 1956 from Auditors to that effect that their appointment, if made, would be within the prescribed limits.

As regards the Auditors remark, the notes referred to by the Auditors in their Report are self-explanatory.

10) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS tSection 217 tek Additional information on Conservation of Energy, Technology Absorption, Foreign exchange earnings and outgoings as required to be disclose terms ofSection 217(l)(e) of the Companies Act, I956, is given in the Annexure forming part of this report.

11) ACKNOWLEDGEMENTS:

The Directors thank all those who have contributed their best to the present success of the Company, all the Employees, Customers, Suppliers, Shareholders and Bankers for their sustained support

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

-Sd/-

AJAY KUMAR GARG

(Chairman & Managing Director)

Place: Mumbai.

Date; 2nd September, 2010