Directors Report of Niraj Cement Structurals Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the Twenty Seventh (27th) Board''s Report on of the Company along with the audited
financial statements for the Financial Year (“FY”) ended 31st March, 2025.

FINANCIAL HIGHLIGHTS Figures in Lakhs (?)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
INCOME
Revenue from Operations	50,671.77	47,021.71	50,714.23	47,085.43
Other Income	654.86	774.77	632.83	775.02
TOTAL INCOME	51,326.63	47,796.48	51,347.06	47,860.45
EXPENSES	49,304.56	46,438.05	49,339.12	46,557.97
PROFIT/ (LOSS) BEFORE TAX	2,022.07	1,358.43	2,007.94	1302.48
Tax	499.78	330.20	499.78	330.20
NET PROFIT / (LOSS) AFTER TAX	1,522.29	1,028.23	1,508.16	972.28
Other Comprehensive Income	8.60	1.90	8.49	1.85
BALANCE CARRIED TO BALANCE SHEET	1530.89	1030.13	1,516.65	974.13

STATE OF COMPANY’S PERFORMANCE:

The Company is in business of infrastructure and engaged in construction of highways, expressways, turnkey projects roads,
bridges, tunnels, etc. However, your Company is deploying its resources in the best possible way to increase business volumes and
plans to achieve increased turnover in the years to come.

i) Financial Performance - Standalone

The Company achieved total revenue from operations of Rs. 50,671.77 Lakhs for the year ended 31st March, 2025 as against
Rs. 47,021.71 Lakhs for the year ended 31st March, 2024. Profit before tax stood at Rs. 2,022.07 Lakhs for the year ended 31st March,
2025 as against Rs. 1,358.43 Lakhs for the year ended 31st March, 2024. During the financial year 2024-25, the Company earned a
profit after tax including comprehensive income of Rs. 1,530.89 Lakhs as compared to Rs. 1,030.13 Lakhs in the previous year.

ii) Financial Performance - Consolidated

On a consolidated basis, total revenue from operations of Rs. 50,714.23 Lakhs for the year ended 31st March, 2025 as against
Rs. 47,085.43 Lakhs for the year ended 31st March, 2024. Profit before tax stood at Rs. 2007.94 Lakhs for the year ended 31st
March, 2025 as against Rs. 1,302.48 Lakhs for the year ended 31st March, 2024. During the financial year 2024-25, the Company
earned a profit after tax including comprehensive income of Rs. 1,516.65 Lakhs as compared to Rs. 974.13 Lakhs in the previous
year.

DIVIDEND

With a view to conserve resources for funding future business requirements and expansion plans, your directors think it is prudent
not to recommend any dividend for the financial year ended 31st March, 2025.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 1,530.89 Lakhs to general reserve for the financial year 2024-25.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the closure of the FY 2024-25 till the date of this Report, which would
affect the financial position of your Company.

SHARE CAPITAL

a. Authorised Share Capital

As at 31st March, 2025, Authorised Share Capital of the Company is Rs. 7,000 Lakhs divided into 7,00,00,000 equity shares of
Rs. 10/- each aggregating to Rs. 7,000 Lakhs (Rupees Seven Thousand Lakhs only).

b. Change in the Issued, Subscribed and Paid-up Share Capital

During the Financial Year (“FY”) 2024-25, pursuant to the fresh issues of equity shares under Preferential Issue, the Company
has issued, subscribed and paid-up Equity share capital of the Company was increased by Rs. 1,953.90 Lakhs resulting in a
total paid-up share capital of Rs. 5,969.43 Lakhs as on 31st March, 2025.

During the year under review, your Company has not issued any shares with differential rights, sweat equity shares and /or
Preference shares.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 and 74 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees, Investments and Securities provided covered under the provisions of Section 186 of the Act
have been disclosed in the Notes to the financial statements forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties, entered into or modified during the financial year were at arm''s
length basis and in the ordinary course of the Company''s business except for the transactions reported in Form AOC-2. The
transactions falling within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act,
2013, requiring disclosures to be made in Form AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is provided in "Annexure - A”, forming part of this report.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except
transactions which qualified as Omnibus transactions as permitted under law. Transactions with related parties, as per requirements
of Indian Accounting Standard have been disclosed in the accompanying financial statements.

Further in terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and
further in terms of Regulation 23 of the sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Policy on
Related Party Transactions as approved by the Board has been placed on the website of the Company at
https://niraj.co.in/wpcontent/uploads/POLICY-ON-RELATED-PARTYTRANSACTIONS.pdf.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent (“RTA”) of the Company has
changed its name to ''MUFG Intime India Private Limited'' with effect from 31st December 2024. MIIPL is now the rTa of the
Company.

CORPORATE GOVERNANCE REPORT

Your Company, being a value driven organization, believes in coherent and self-regulatory approach in the conduct of its business to
achieve the highest levels of good corporate governance practices.

In terms of Regulation 34 of the SEBI Listing Regulations, the Corporate Governance Report, together with a certificate from M/s.
Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Practicing Company Secretary (ICSI Firm Registration Number
S2020MH767400) confirming compliance with the Corporate Governance are set out and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other
details for FY 2024-25 forms part of Annual Report on Corporate Social Responsibility as "Annexure - B” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V
of the Listing Regulation is given separately which may be taken as forming a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the
Company. Further directors have personally overviewed the adequacy of internal controls and also appointed M/s. Sanjay K. Lodha
& Associates, Chartered Accountant as the Internal Auditor of the Company to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in
order to ensure adequate internal financial control commensurate with the size of the Company.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the company has the Risk Management Plan. The details of risk have
been covered in the Management Discussion and Analysis Report forming part of the Annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior
management personnel in the course of day to day business operations of the company. The Company believes in “Zero Tolerance”
against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such
acts. The code laid down by the Board is known as “code of conduct for Board of Directors and Senior Management Personnel”. The
Code has been posted on the Company''s website https://niraj.co.in/wp-content/uploads/CODE-OF-CONDUCT-FORBOARD-OF-
DIRECTORS.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee
in a given situation and the reporting structure.

Pursuant to SEBI regulation, the declaration signed by the managing director affirming the compliance of code of conduct by the
directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance
Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical
behavior, fraud or violation of Company''s code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and
makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the
Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company''s website at
https://nirai.co.in/wp-content/uploads/NIRAJ-CEMENT-STRUCTURALS-LIMITED POSHA.pdf

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

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly
constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary
labour, sexual harassment and discriminatory employment was reported during the FY 2024-25. The Company has a policy on
sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and
fair enquiry with clear timelines.

SUBSIDIARIES AND ASSOCIATES

As on 31st March 2025, M/s. Niraj Consulting Group Limited and M/s. Niraj Build India Limited are subsidiaries of your Company.
Performance of Subsidiaries and Associates

The performance of the subsidiaries of the Company is summarized in Form AOC-1 attached to the Financial Statements of the
Company in pursuance of Section 129 of the Companies Act, 2013 and forms part of this Annual Report as “Annexure - C”.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website and can be
accessed at the Web-link: https://niraj.co.in/wp-content/uploads/2022/02/Policy-for-determining-Material-Subsidiary.pdf.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with
Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors.
Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014,
the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2024-25 and up to the date of this report is furnished below:

Director Liable to Retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vishram Pandurang Rudre (DIN: 08564350), Director, is
liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for
reappointment. Necessary resolution for his re-appointment is included in the notice of AGM for seeking approval of Members. The
Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as
annexure to the AGM notice.

Key Managerial Personnel :

There is no changes in the KMP occurred during the Financial Year 2024-25.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,
2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed
thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and
experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation
which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the
declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as
mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number
of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the
Board of Directors is provided in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors'' Familiarization
Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the
industry in which the Company operates, business model etc.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no
reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this
report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY’S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and
Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and
fixing their remuneration, which is available on the Company''s website at https://niraj.co.in/wp-content/uploads/2021/12/nomination-
and-remuneration-policy.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

I. in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of
the Company for the year ended on that date;

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 financial statements 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 were operating effectively.

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

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2, relating
to ''General Meetings'', have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the
Company and its future operations.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors :

The shareholders of the Company at their AGM held on 26th September, 2023, had re-appointed M/s Chaturvedi Sohan & Co,
Chartered Accountants (Firm Registration No. 118424W) as the Statutory Auditors of the Company for second term for a period of
Four years to hold office from the conclusion of the Twenty Fifth (25th) Annual General Meeting till the conclusion of Twenty Ninth
(29th) Annual General Meeting of the Company.

M/s Chaturvedi Sohan & Co, Chartered Accountants have audited the standalone and consolidated financial statements (“Financial
Statements”) of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial
statements, for the financial year ended 31st March 2025. The Auditors'' Reports on the financial statements of the Company forms
part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self¬
explanatory and therefore, do not require further explanation.

Secretarial Auditor:

M/s. Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Practicing Company Secretaries, have carried out the
Secretarial Audit for the financial year ended 31st March, 2025. The Secretarial Audit Report issued by M/s. Abhay Kumar Pal & Co.,
for the financial year ended 31st March, 2025, does not contain any qualification, reservation or adverse remark. The Secretarial
Auditors'' Report is annexed as “Annexure D”forming part this Report; Certificate from M/s. Abhay Kumar Pal & Co., the Secretarial
Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate
Governance.

Furthermore, pursuant to the provisions of Regulation 24A(1)(b) of the Listing Regulations and as required under Section 204 of the
Act and Rules thereunder, on the recommendation of the Audit Committee and the Board of Directors it is proposed to appoint M/s.
Abhay Kumar Pal & Co. (formerly known as AJP & Associates), Company Secretaries in Practice, as Secretarial Auditors of the
Company fora period of five years beginning from FY 2025-26 till FY 2029-30 commencing from the conclusion of the ensuing AGM
till the conclusion of the AGM to be held in the year 2030.

The above-mentioned appointment shall be subject to the approval of shareholders of the Company at the ensuing Annual General
Meeting.

Cost Auditor:

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section
148 of the Act. M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511) have carried out the cost audit during the
financial year 2024-25. The report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511), as Cost Auditors of the Company
for conducting the audit of cost records for the financial year 2024-25 under Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014. The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the
Company at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records as specified by the Central Government under subsection (1) of Section
148 of the Act. M/s. P.K. Verma & Co., Cost Accountants (Firm Registration No. 000511) have carried out the cost audit during the
financial year 2024-25. The Board, on the recommendation of the Audit Committee, has re-appointed M/s. P.K. Verma & Co., as
Cost Auditors of the Company for conducting the audit of cost records for the FY 2025-26 under Section 148 of the Act read with the
Companies (Audit and Auditors) Rules, 2014.

There has been no qualification, reservation, adverse remark or disclaimer given by the Cost Auditors in their Report for the financial
year ended 31st March, 2025.

The remuneration proposed to be paid to the Cost Auditor for the financial year 2025-26 is subject to ratification by the shareholders
at the ensuing Annual General Meeting.

Internal Auditors :

The Board has appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountants as Internal Auditors for conducting Internal
Audit for the financial year 2024-25.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken
in consultation with the Audit Committee.

On the recommendation of the Audit Committee, the Board has re-appointed M/s. Sanjay K. Lodha & Associates, Chartered
Accountants as Internal Auditors of the Company for the FY 2025-26.

Reporting of frauds by Auditors :

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules
framed thereunder either to the Company or to the Central Government.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any
manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance
and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the
compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014
(as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated 05th March, 2021), a copy of
the annual return is made available on the website of the Company at https://niraj.co.in/annual-return/

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure - E”.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of
this report.

PERSONNEL

The relation between the employee’s and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India
(NHAI), Public Works Dept of various State Governments, Central Government for their support and guidance and also thank
Ministry of Corporate Affairs (MCA), Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of
India Limited (NSE), Depositories, Regulators, Financial Institutions and Banks, Stakeholders, Suppliers, Contractors, Vendors and
business partners/ associates for their consistent support/encouragement to the Company. The Company also looks forward to their
support in future. Also, your Directors would also like to thank the Members for reposing their confidence and faith in the Company
and its Management.

By Order of the Board of Directors
For Niraj Cement Structurals Limited

Place: Mumbai Vishram Pandurang Rudre Sudhakar Balu Tandale

Date: 13th August, 2025 Managing Director Wholetime Director

DIN:08564350 DIN: 09083084

---

Mar 31, 2024

Your directors have pleasure in presenting the Twenty Sixth (26th) Board''s Report on of the Company along with the audited financial statements for the Financial Year (“FY”) ended 31st March, 2024.

FINANCIAL HIGHLIGHTS Figures in Lakhs (f)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
INCOME
Revenue from Operations	47,021.71	60,530.54	47,085.43	60,611.97
Other Income	774.77	404.94	775.02	404.94
Total Income	47,796.48	60,935.48	47,860.45	61,016.91
EXPENSES	46,430.05	60,294.75	46,557.97	60,334.88
PROFIT/ (LOSS) BEFORE TAX	1,358.43	640.73	1302.48	682.03
Tax	330.20	238.89	330.20	249.38
NET PROFIT / (LOSS) AFTER TAX	1,028.23	401.84	972.28	432.65
Other Comprehensive Income	1.90	0.04	1.85	-0.37
BALANCE CARRIED TO BALANCE SHEET	1030.14	401.88	974.13	432.28

STATE OF COMPANY’S PERFORMANCE:

The Company is in business of infrastructure and engaged in construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However, your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

i) Financial Performance - Standalone

The Company achieved total revenue from operations of Rs. 47,021.71 Lakhs for the year ended 31st March 2024 as against Rs. 60,530.54 Lakhs for the year ended 31st March 2023. Profit before tax stood at Rs. 1,358.43 Lakhs for the year ended 31st March 2024 as against Rs. 640.73 Lakhs for the year ended 31st March 2023. During the financial year 2023-24, the Company earned a profit after tax including comprehensive income of Rs. 1030.14 Lakhs as compared to Rs. 401.88 Lakhs in the previous year.

ii) Financial Performance - Consolidated

On a consolidated basis, total revenue from operations of Rs. 47,085.43 Lakhs for the year ended 31st March 2024 as against Rs. 60,611.97 Lakhs for the year ended 31st March 2023. Profit before tax stood at Rs. 1302.48 Lakhs for the year ended 31st March 2024 as against Rs. 682.03 Lakhs for the year ended 31st March 2023. During the financial year 2023-24, the Company earned a profit after tax including comprehensive income of Rs. 974.13 Lakhs as compared to Rs. 432.28 Lakhs in the previous year.

DIVIDEND

With a view to conserve resources for funding future business requirements and expansion plans, your directors think it is prudent not to recommend any dividend for the financial year ended 31st March 2024.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 1030.14 Lakhs to general reserve for the financial year 2023-24.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the closure of the FY 2023-24 till the date of this Report, which would affect the financial position of your Company.

SHARE CAPITAL

During the year under the review the Company has not issued shares with differential rights as to dividend, voting or otherwise, sweat equity shares nor has it grant stock options.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 and 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees, Investments and Securities provided covered under the provisions of Section 186 ofthe Act have been disclosed in the Notes to the financial statements forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties, entered into or modified during the financial year were at arm’s length basis and in the ordinary course of the Company’s business except for the transactions reported in Form AOC-2. The transactions falling within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act, 2013, requiring disclosures to be made in Form AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in “Annexure - A”, forming part of this report.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except

transactions which qualified as Omnibus transactions as permitted under law. Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying financial statements.

Further in terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the sEbI (Listing Obligations and Disclosure Requirements) Regulations, 20l5, The Policy on Related Party Transactions as approved by the Board has been placed on the website of the Company at https://niraj.co.in/wpcontent/uploads/2022/02/POLICY-ON-RELATED-PARTYTRANSACTIONS.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for FY 2023-24 forms part of Annual Report on Corporate Social Responsibility as "Annexure - B” to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulation is given separately which may be taken as forming a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further directors have personally over viewed the adequacy of internal controls and also appointed M/s. Sanjay K.Lodha & Associates, Chartered Accountant as the Internal Auditor of the Company to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of conduct for Board of Directors and Senior Management Personnel”. The Code has been posted on the Company’s website https://niraj.co.in/wp-content/uploads/2021/12/CODE-OF-CONDUCT-FORBOARD-OF-DIRECTORS.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

Pursuant to SEBI Regulation, the declaration signed by the Managing Director affirming the compliance of code of conduct by the directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s website at https://niraj.co.in/wp-content/uploads/2022/02/NIRAJ-CEMENT-STRUCTURALS-LIMITED_POSHA.pdf

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

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2023-24. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear timelines.

SUBSIDIARIES AND ASSOCIATES

As on 31st March 2024, M/s. Niraj Consulting Group Limited and M/s. Niraj Build India Limited are subsidiaries of your Company. Performance of Subsidiaries and Associates

The performance of the subsidiaries of the Company is summarized in Form AOC-1 attached to the Financial Statements of the Company in pursuance of Section 129 of the Companies Act, 2013 and forms part of this Annual Report as "Annexure C”.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can

beaccessed at the Web-link: https://niraj.co.in/wp-content/uploads/2022/02/Policy-for-determining-Material-Subsidiary.pdf. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards and as per Companies (Indian Accounting Standards) Rules, 2015 which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2023-24 and up to the date of this report is furnished below:

? During the period under review, Mr. Gurpur Ramdas Kamath (DIN: 02234255) retired from the board of the Company w.e.f. 31st March, 2024, after completion of second and final term of Independent Director. The Board places on record its appreciation for the valuable guidance and assistance received from him during his tenure as director with the Company.

? During the period under review, Mr. Vishram Pandurang Rudre was re-appointed as a Managing Director of the Company for a further period of five years w.e.f. 13th February, 2024 to 12th February, 2029.

? During the period under review, Mr. Sudhakar Balu Tandale was re-appointed as a Whole time Director of the Company for a further period of five years w.e.f. 13th February, 2024 to 12th February, 2029.

Director Liable to Retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sudhakar BaluTandale (DIN: 09083084), Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as annexure to the AGM notice..

Key Managerial Personnel:

There is no changes in the KMP occurred during the Financial Year 2023-24.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a frame work for Directors’ Familiarization Program me to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY’S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration, which is available on the Company’s website at https://niraj.co.in/wp-content/uploads/2021/12/nomination-

and-remuneration-policy.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

I. in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

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 financial statements 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 were operating effectively.

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

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to ‘Meetings of the Board of Directors’ and SS-2, relating to ‘General Meetings’, have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors

The shareholders of the Company in their 25th Annual General Meeting held on 26th September, 2023, have re-appointed M/s Chaturvedi Sohan& Co, Chartered Accountants (Firm Registration No. 118424W) as the Statutory Auditors of the Company for second term for a period of Four years to hold office from the conclusion of the Twenty Fifth (25th) Annual General Meeting till the conclusion of Twenty Ninth (29th) Annual General Meeting of the Company.

M/s Chaturvedi Sohan& Co, Chartered Accountants have audited the standalone and consolidated financial statements (“Financial Statements”) of the Company for the Financial Year under review. The Auditors have issued an unmodified opinion on the financial statements, for the financial year ended 31st March 2024. The Auditors’ Reports on the financial statements of the Company forms part of this Annual Report. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are selfexplanatory and therefore, do not require further explanation.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. AJP & Associates, Company Secretary in practice, Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2024.

The Secretarial Audit Report in Form MR-3 is included as “Annexure-D” and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditor:

The Company has maintained cost accounts and records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511) have carried out the cost audit during the financial year 2023-24. The report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511), as Cost Auditors of the Company for conducting the audit of cost records for the financial year 2023-24 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014. The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the members of the Company at the ensuing Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountant as Internal Auditor to conduct Internal Audit of the Company. The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

Reporting of frauds by Auditors

There have been no instances of fraud reported by the Auditors under Section 143 (12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any

manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated 05th March, 2021), a copy of the annual return is made available on the website of the Company at https://niraj.co.in/annual-return/

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as “Annexure-E”.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

PERSONNEL

The relation between the employee’s and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thanks the Ministry of Road Transport & Highways, National Highways Authority of India (NHAI), Public Works Dept of various State Governments, Central Government for their support and guidance and also thank Ministry of Corporate Affairs (MCA), Securities Exchange Board of India (SEBI), BSE Limited (BSE),National Stock Exchange of India Limited (NSE), Depositories, Regulators, Financial Institutions and Banks, Stakeholders, Suppliers, Contractors, Vendors and business partners/associates for their consistent support/encouragement to the Company. The Company also looks forward to their support in future. Also, your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

By Order of the Board of Directors For Niraj Cement Structurals Limited

Place: Mumbai Vishram Pandurang Rudre Sudhakar Balu Tandale

Date: 13th August, 2024 Managing Director Wholetime Director

DIN:08564350 DIN: 09083084

---

Mar 31, 2023

The directors have pleasure in presenting the Twenty Fifth (25th) Board''s Report on of the Company along with the audited financial statements for the Financial Year (“FY”) ended 31st March, 2023.

FINANCIAL HIGHLIGHTS			Figures in Lakhs (Rs.)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
INCOME
Revenue from Operations	60,530.54	35,640.53	60,611.97	35,641.31
Other Income	404.94	411.80	404.94	411.80
Total Income	60,935.48	36,052.33	61,016.91	36,053.11
EXPENSES
Cost of materials consumed	58,439.91	34,458.01	58,439.91	34,458.01
Change in Inventories	266.41	120.30	266.41	120.30
Employee Benefit Expenses	131.35	86.21	137.08	87.36
Finance Cost	48.00	13.80	48.10	13.80
Other Expenses.	810.70	463.29	845.00	470.84
Depreciation	137.38	142.36	137.38	142.36
Exceptional Item	461.00	440.19	461.00	440.19
PROFIT/ (LOSS) BEFORE TAX	640.73	328.17	682.03	320.23
Tax
Current Tax	272.89	86.00	281.39	86.00
Deferred Tax Assets/(Liabilities)	-34.00	-6.72	-32.01	-8.71
NET PROFIT/ (LOSS) AFTER TAX	401.84	248.89	432.65	242.94
Other Comprehensive Income	0.04	7.04	-0.37	7.04
BALANCE CARRIED TO BALANCE SHEET	401.88	255.93	432.28	249.97
Basic EPS	1.00	0.64	1.08	0.62
Diluted EPS	1.00	0.64	1.08	0.62

STATE OF COMPANY''S PERFORMANCE:

The Company is in business of infrastructure and engaged in construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However, your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

i) Financial Performance - Standalone

The Company achieved total revenue from operations of Rs. 60,530.54 Lakhs for the year ended 31st March 2023 as against Rs. 35,640.53 Lakhs for the year ended 31st March 2022. Profit before tax stood at Rs. 640.73 Lakhs for the year ended 31st March 2023 as against Rs. 328.17 Lakhs for the year ended 31st March 2022. During the financial year 2022-23, the Company earned a profit after tax including comprehensive income of 401.88 Lakhs as compared to Rs. 255.93 Lakhs in the previous year.

ii) Financial Performance - Consolidated

On a consolidated basis, total revenue from operations of Rs. 60,611.97 Lakhs for the year ended 31st March 2023 as against Rs. 36,053.11 Lakhs for the year ended 31st March 2022. Profit before tax stood at Rs. 682.03 Lakhs for the year ended 31st March 2023 as against Rs. 320.23 Lakhs for the year ended 31st March 2022. During the financial year 2022-23, the Company earned a profit after tax including comprehensive income of 432.28 Lakhs as compared to Rs. 249.97 Lakhs in the previous year.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration to be used for future growth of Company. TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 401.88 Lakhs to general reserve for the financial year 2022-23.

SHARE CAPITAL

During the year under the review the Company has not issued shares with differential rights as to dividend, voting or otherwise, sweat equity shares nor has it grant stock options.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 & 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees, investments and securities provided covered under the provisions of Section 186 of the Act have been disclosed in the Notes to the financial statements forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts or arrangements or transactions with related parties, entered into or modified during the financial year were at arm''s length basis and in the ordinary course of the Company''s business except for the transactions reported in Form AOC-2. The transactions falling within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act, 2013, requiring disclosures to be made in Form AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in "Annexure - A", forming part of this report.

All contracts or arrangements with related parties were entered into only with prior approval of the Audit Committee, except transactions which qualified as Omnibus transactions as permitted under law. Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying financial statements.

Further in terms of the Section 188 Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and further in terms of Regulation 23 of the sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Policy on Related Party Transactions as approved by the Board has been placed on the website of the Company at https://nirai.co.in/wp-content/uploads/2022/02/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013, your company acknowledges the applicability of Corporate Social Responsibility, with applicability commencing from the Financial Year 2023-2024. Consequently, the Board of Directors has decided to create a dedicated cSr committee. This committee will be responsible for planning, executing, and supervising relevant initiatives and activities, ensuring they align smoothly with the specified mandate.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulation is given separately which may be taken as forming a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Further Directors have personally overviewed the adequacy of internal controls and also appointed M/s. Sanjay K. Lodha & Associates, Chartered Accountant as the Internal Auditor of the Company to manage the internal controls of the company.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tool for mitigating risk in order to ensure adequate internal financial control commensurate with the size of the Company.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Annual report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all senior management personnel in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviour of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct for Board of Directors and Senior Management Personnel". The Code has been posted on the Company''s website https://niraj.co.in/wp-content/uploads/2021/12/CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

Pursuant to SEBI regulation, the declaration signed by the managing director affirming the compliance of code of conduct by the directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of The Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company''s code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company''s website at https://nirai.co.in/wp-content/uploads/2022/02/NIRAJ-CEMENT-STRUCTURALS-LIMITED POSHA.pdf

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

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment was reported during the FY 2022-23. The Company has a policy on sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free and fair enquiry with clear time lines.

SUBSIDIARIES AND ASSOCIATES

During the year under review and up to the date of this report, the Company has successfully incorporated a new subsidiary, M/s. Niraj Build India Limited, on 14th June 2023. However, it is noted that the operations of the subsidiary have not commenced as of the date of this report.

M/s. Niraj Consulting Group Limited is a subsidiaries of your Company. A Report on the performance and financial position of the subsidiary included in the Consolidated Financial Statement is provided in Form AOC-1 and forms part of this Annual Report as “Annexure B”.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s website and can be accessed at the Web-link: https://niraj.co.in/wp-content/uploads/2022/02/Policy-for-determining-Material-Subsidiary.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive and Independent Directors. Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

Changes in Board Composition during FY 2022-23 and up to the date of this report is furnished below:

? During the period under review, Mr. Kumar Anil Radheshyam (DIN: 06387312) resigned from the board of the Company w.e.f. 05th September, 2022, due to personal reasons and pre-occupation in other assignments. The Board places on record its appreciation for the valuable guidance and assistance received from him during his tenure as director with the Company.

? Mr. Asit Dattani Thakkar (DIN: 01382453), Whole time Director has been resigned from the Board of the Company w.e.f. 22nd May, 2023 due to personal reasons and pre-occupation in other assignments. The Board places on record its appreciation for the valuable guidance and assistance received from him during his tenure as director with the Company.

Director Liable to Retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vishram Pandurang Rudre (DIN: 08564350), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief resume and particulars relating to him is given separately as and Annexure to the AGM notice.

Key Managerial Personnel:

During the Financial Year 2022-23, Mr. Vinaykumar Rajkumar Ghuwalewala was appointed as Chief Financial Officer of the Company w.e.f. 16th May, 2022 and no other changes in the KMP occurred up to the date of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR) Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report. The Composition of various committees of the Board of Directors is provided in the Corporate Governance Report.

BOARD''S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms part of this report.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors'' Familiarization Programme to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY''S REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration, which is available on the Company’s website at https://niraj.co.in/wp-content/uploads/2021/12/nomination-and-remuneration-policy.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

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 financial statements 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 were operating effectively.

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

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2, relating to ''General Meetings'', have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS AND THEIR REPORTS

Pursuant to Section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years and each such term would require approval of the Members, an audit firm as auditor for more than two terms of five consecutive years. Accordingly, M/s.Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No.118424W), Mumbai were appointed as Statutory Auditors of the Company for a period of five consecutive years in the 20th AGM held on 29th September, 2018, till the conclusion of 25th AGM to be held in the year 2023, accordingly they retire at the 25th AGM. The term of office M/s Chaturvedi Sohan & Co, Chartered Accountants as statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors based on the recommendation of Audit Committee in their meeting held on 11th August, 2023 have reappointed M/s Chaturvedi Sohan & Co, Chartered Accountants as statutory Auditors of the Company, subject to the approval of members in the ensuing annual general meeting of the Company for a period of 4 (Four) years from the conclusion of 25th Annual General Meeting upto the Conclusion of 29th Annual General Meeting to be held in the year ended 31st March, 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditor.

AUDITORS REPORT

The Audit Report of Statutory Auditors for the financial year 2022-23 has given the following qualifications on the audited financial statements:

Auditor Qualification:

Management response

We want to draw your kind attention to Note No. 5 of Audited Balance Sheet wherein Income Tax Assets (Net) amount of Rs. 1833.72 Lakhs has been shown under other non-current assets out of which amount of Rs. 873.80/- lakhs has been recovered / adjusted by the Income Tax Demand for the Assessment year 2007-08 and 2008-09 against the due refund of AY2014-15 to 2022-23 but no provision has been made in despite of fact that no appeal is pending at any stage in respect of these payment. The Company does not have appropriate internal control system to reconcile the financial accounts pertain to Income Tax Asset (Net) with relevant tax records i.e. Assessment order which can possibly result into under/over statement of such amounts in the financial statements.

During the period under review, it came to the notice of the management that few demands on income tax portal which are unclear and unjustified. The management is in process of collecting the related documents and working from Income Tax department to understand and reconcile the same. On completion of reconciliation necessary amount will be provided in the books of account in next financial year.

REPORTING OF FRAUDS BY AUDITORS

There were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. AJP & Associates, Company Secretary in practice, Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2023.

The Secretarial Audit Report in Form MR-3 is included as Annexure-C and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

COST ACCOUNTING RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors has appointed M/s. P.K. Verma & Co., Cost Accountants (Registration No. 000511) as Cost Auditor for the financial year 2023-2024. The Audit Committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and outgo. Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on the Corporate Governance and Management Discussion and Analysis form part of the Annual Report. A Certificate from a Practicing Company Secretary on the compliance with the provisions of Corporate Governance is annexed to the Corporate Governance Report.

ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated 05th March, 2021), a copy of the annual return is made available on the website of the Company at https://nirai.co.in/annual-return/

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The details of the policy are more particularly mentioned in the Corporate Governance Report, which forms a part of this Annual Report. The policy is also hosted on the Company''s website https://nirai.co.in/wp-content/uploads/2021/12/nomination-and-remuneration-policy.pdf

PARTICULARS OF EMPLOYEES

Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure-D".

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

PERSONNEL

The relation between the employee''s and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Ministry of Road Transport & Highways, National Highways Authority of India (NHAI), Public Works Dept of various State Governments, Central Government for their support and guidance and also thank Ministry of Corporate Affairs (MCA), Securities Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Depositories, Regulators, Financial Institutions and Banks, Stakeholders, Suppliers, Contractors, Vendors and business partners/ associates for their consistent support/encouragement to the Company. The Company also looks forward to their support in future. Also, your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

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Mar 31, 2018

The Members,

The Directors are pleased to present the 20^th Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31^st March, 2018.

FINANCIAL SUMMARY HIGHLIGHTS

The highlights of the performance

(Amt in Rs.)

Particulars	For the year ended 31st March, 2018	For the year ended 31st March, 2017
TOTAL INCOME
Contract Receipts	1077006153	1079661733
Other Income	78725095	13140905
Total	1155731248	1092802638
TOTAL EXPENDITURE
Works Cost	1066132018	1065010866
Operations and Other Exp.	18464235	15093056
Depreciation	14757668	15422578
PROFIT/ (LOSS)	41290161	9756207
Tax
Current Tax	3700000	-3969423
Deferred Tax Assets/(Liabilities)	2063854	1959818
Bal. B/f. Prior period Adj.
BALANCE CARRIED TO BALANCE SHEET	10413937	7746602

PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 11077006153/- from Rs. 1079661733/- in previous year.

The Net Profit after charging interest, depreciation, tax and deferred tax liability stood at Rs. 1,04,13,937/-.

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration due to insufficient profit.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 1312901232/- to general reserve for the financial year 2017-18.

PREFERENTIAL ALLOTMENTS

The Company has issued 1,50,00,000 (One Crore Fifty Lakhs) convertible warrants on a preferential basis to the others i.e. persons/entities not forming part of the Promoters / Promoter Group vide Extra-ordinary General Meeting held on January 10, 2017.

During the financial year 2017-18, the Company has issued and allotted 30,62,500 equity shares to others i.e. persons/ entities not forming part of the Promoters / Promoter Group at a price of Rs. 16/- on preferential basis in accordance with and in terms of the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013 read with rules framed there under, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable laws.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^at March, 2018, was Rs. 14,85,53,000/-

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

FINANCE

Cash and cash equivalent as on March 31, 2018 was Rs. 70717344/-. The company continues to focus on judicious Management of its working capital, Receivables, inventories and other working capital parameters are kept under strict checked by continuing monitoring.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions (Annexure- A). The Company has formulated a Related Party Transactions Policy brief of which is given in corporate governance report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is given separately which may be taken as forming a part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

The Company’s Internal Auditor’s submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Board’s report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act’), and listing regulation the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The brief of the policy are explained in the Corporate Governance Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the year ended March 31, 2017 under this policy.

SUBSIDIARIES AND ASSOCIATES

The Company has no subsidiary, associates and Joint Venture company. Hence, the consolidated financial results are not prepared for the year ended 31^st March, 2018

Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.

DIRECTORS

Induction of Director:

On the recommendations of the Nomination and Remuneration Committee, your directors appointed Mrs. Dimple D Geruja was appointed as Director (Non- Executive, Independent) on the Board of the Company for a period of 5 years. as an Independent Director with effect from 19^th April, 2017 and Ms. Kajol Oswal was appointed as Company Secretary with effect from 19^th April, 2017

On the recommendations of the Nomination and Remuneration Committee, your directors appointed Mr. V.D. Sharma, Mr. Prabir Ghosh and Mr. Ratan Sanil as a Additional Director (Non- Executive, Independent) on the Board of the Company.as an Independent Director with effect from 14^th December, 2017

Directors retiring by rotation

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gulshan Vijay Chopra, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The profile of the Directors seeking re-appointment pursuant to the Listing Regulation and Companies Act, 2013 is included in the notice which forms part of this Annual Report.

Resignation of Director

During the year under review, Mr. Akash Madan, independent Director resigned w.e.f. 24^th october 2017.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under Section 149 of the Companies Act, 2013 from Independent Directors confirming that they are not disqualified from appointing/continuing as Independent Director.

BOARD MEETINGS

During the year ended 31^st March, 2018, the Board met eight times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.

COMMITTEE OF THE BOARD

Currently, there are four (4) Committees of the Board, namely

- Audit Committee

- Nomination and Remuneration Committee

- Investors'' Grievance Committee / Stakeholders Relationship Committee

- Management Committee

The Board decides the terms of reference for these Committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.

BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A meeting of the Independent Directors was held during the year under review.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every new Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company''s strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY’S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The brief description of Nomination and Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The Directors had in consultation with Statutory Auditor, selected 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a “going concern” basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

On resignation of A M N & Associates, Chartered Accountants with effect from 7^th March, 2018. The Company appointed Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No111928W) at its Extra Ordinary General Meeting held on 28^th May, 2018 until the conclusion of the ensuing Annual General Meeting. The Audit Report given by the Auditors on the financial statements of your Company is part of the Annual Report. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory.

Necessary resolution for the appointment of Statutory Auditors is included in the Notice convening the 20^th Annual General Meeting for seeking the approval of the members of the Company. The Board recommends their appointment.

DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013

The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor''s Report during financial year under review and self explanatory.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s DNG & Associates,Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2017-18 forms part as “Annexure- B” to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATIONL:

There is no qualification, reservation or adverse opinion of the Secretarial Auditor except delayed in filing of some E-forms.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report. (Annexure- C)

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is forming part of this Boards'' Report.

EXTRACT OF THE ANNUAL RETURNs

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as “Annexure-D”. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided “Annexure- E” to this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Changes in nature of business.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.

PERSONNEL

The relation between the employees’ and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

By Order of the Board of Directors

For Niraj Cement Structurals Limited

s/d s/d

Place: Mumbai Ratan Krishan Chopra Gulshan Vijaykumar Chopra

Date: September 4, 2018. Whole-Time Director Managing Director

DIN:07413782 DIN:01068051

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Mar 31, 2016

To

The Members,

The Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2016 and on the state of affairs of the company.

FINANCIAL SUMMARY HIGHLIGHTS The highlights of the performance

(Amount in Rupees)

Particulars	For the period ended 31.03.2016	For the period ended 31.03.2015
TOTAL INCOME
Contract Receipts	1060342459	840623040
Other Income	11528473	5121334
Total	1071870932	845744374
TOTAL EXPENDITURE
Works Cost	1034792301	676523427
Operations and Other Exp.	11397093	141923870
Depreciation	15699742	18033920
PROFIT/ (LOSS)	9981796	9263157
Tax
Current Tax	-3700000	00
Deferred Tax Assets/(Liabilities)	317991	244501
Bal. B/f. Prior period Adj.
BALANCE CARRIED TO BALANCE SHEET	6599787	9507658

PERFORMANCE REVIEW:

During the year under review Income from Operations increased to 1060342459 Rupees from 840623040 Rupees in previous year.

The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs. 6599787 Rupees.

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration due to insufficient profit.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 6599787 Rupees to general reserve for the financial year 2015-16.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was 107928000 Rupees. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

Except Mr. Gulshan Kumar Chopra, Managing Director of the Company who holds 19, 40,946 Equity Shares in the Company and Mr. Vijaykumar Rajkumar Chopra, Whole Time Director (Passed away on 5th of November, 2015) of the company who had 6,86,551 Equity Shares in the Company none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.

FINANCE

Cash and cash equivalent as on March 31, 2016 was 66437283 Rupees. The company continues to focus on judicious Management of its working capital; Receivables, inventories and other working capital parameters are kept under strict checked by continuing monitoring.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions (Annexure- A). The Company has formulated a Related Party Transactions Policy brief of which is given in corporate governance report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis which is annexed to this report and is in accordance with the listing regulations Agreement.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

The Company''s Internal Auditor''s submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), and listing regulation the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The brief of the policy are explained in the Corporate Governance Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the year ended March 31, 2016 under this policy.

SUBSIDIARIES AND ASSOCIATES

The Company has no subsidiary, associates and Joint Venture company. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2016.

Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.

DIRECTORS

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gulshan Vijaykumar Chopra, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of the Director seeking re-appointment pursuant to the Listing Regulation and Companies Act, 2013 is included in the notice which forms part of this Annual Report.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Ratan Krishan Chopra was appointed as an Additional Director of the Company with effect from 12.02.2016, and holds office up to the date of ensuing Annual General Meeting of the company eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of section 160 of the companies Act, 2013, proposing his candidature for the office of a Director liable to retire by rotation. The members are requested to approve his appointment in ensuing annual general meeting.

Mr. Ratan Krishan Chopra, has been appointed as whole-time director for a period of five years commencing from 22nd of August, 2016.The members are requested to approve his appointment in the ensuing annual general meeting.

Mr. Soni Radhey Agarwal was appointed as Chief Financial Officer of the company with effect from 1st of April, 2015.

RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

On 5th November, 2015 we at Niraj Cement Structurals Limited were saddened loss Mr. Vijay Kumar Chopra, whole time director of Niraj Cement Structurals Limited.

Mrs. Sonali Ghule, Company Secretary resigned with effect from 2nd of July, 2015.

Other than this no Director or Key Managerial Personnel has resigned during the year under consideration.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under Section 149 of the Companies Act, 2013 from Independent Directors confirming that he/she is not disqualified from appointing/continuing as Independent Director.

BOARD MEETINGS

During the year ended March 31, 2016, the Board met nine times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.

BOARD''S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. A meeting of the Independent Directors was held during the year under review.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every new Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company''s strategy, operations, organization structure, human resources, quality, and finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY''S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The brief description of Nomination and Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The Directors had in consultation with Statutory Auditor, selected 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a "going concern" basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

The Members at the 16th Annual General Meeting approved the appointment of Mr. Ajay B. Garg, Chartered Accountant (Membership No. 032538), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of 16th Annual General Meeting till the conclusion of the 19th Annual General Meeting.

Mr. Ajay B. Garg, Chartered Accountant has confirmed that they eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required by the Companies Act,

2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2016-17.

DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013

The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor''s Report during financial year under review and self explanatory.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Ruchi Vijayvergiya, Practicing Company Secretaries (ACS:22614/COP: 11450) to undertake the Secretarial Audit of the Company. The Secretarial

Audit Report for the financial year 2015-16 forms part as "Annexure- C" to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

Though the auditor has qualified that the company has defaulted on the bank and other dues, this was mainly due to the downturn in the economy for last 2 to 3 years. Company has also defaulted in repayment of its Public Deposits and Inter Corporate Deposit on maturity and payment of Interest thereon. The company had suffered losses and could not bag any new projects, but for the last one year the economy is looking up and we have made profits in this financial year and have bagged new projects also. The management is confident with this revival we will be able to turn around and meet our obligation regularly and pay off all the dues in the coming years. Further with regard to Secretarial auditor''s report company has not proper compliances in place and as per Auditor''s observation, company secretary of the company resigned with effect from 2nd of July, 2015 and there was no any person to deal with filing of various e-forms and documents with regulators all remarks by secretarial auditor mentioned in report itself which is part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report. (Annexure- D)

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is forming part of this Board Report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure-E".

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided "Annexure- F" to this report.

PERSONNEL

The relation between the employees'' and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The

Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

By Order of the Board of Directors

For NIRAJ CEMENT STRUCTURALS LIMITED

Place: Mumbai

Date: August 22, 2016.

s/d s/d

Ratan Krishan Chopra Gulshan Vijaykumar Chopra

Additional Director Managing Director

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 17th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31,2015 and on the state of affairs of the Company.

FINANCIAL SUMMARY HIGHLIGHTS

The highlights of the performance

(Rs. in Lacs)

Particulars For the period For the period ended ended 31.03.2015 31.03.2014

TOTAL INCOME

Contract Receipts 8406.23 4751.80

Other Income 51.21 306.01

Total 8457.44 5057.81

TOTAL EXPENDITURE

Works Cost 6765.23 4322.22

Operations and Other Exp. 8184.47 1060.51

Depreciation 180.34 205.46

PROFIT/ (LOSS) 92.63 (530.38)

Provision for Tax 2.45 11.76

Bal. B/f. Prior period Adj.

BALANCE CARRIED TO BALANCE SHEET 95.08 (542.14)

PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 8406.23 lacs from Rs. 4751.80 lacs in previous year. The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs. 95.08 lacs

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. During the year under review, non-availability of raw material, increasing raw material costs, high bank interest rates adversely affected the Working Capital Operations of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration due to absence of profits.

TRANSFER TO RESERVES

Your Directors recommend,transferring of Rs. 95.08 lacs to special reserve for the financial year 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2015 was Rs. 1079.28 lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

Except Mr. Vijay Kumar Chopra, Managing Director of the Company who holds 6,86,551 Equity Shares in the Company and Gulshan Chopra, Whole Time Director of the Company who holds 19,40,946 Equity Shares in the Company, none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.

FINANCE

Cash and cash equivalent as on March 31, 2015 was ' 596.29 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions entered by the Company during the financial year were on an arm's length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

In accordance with the provisions of Clause 49 of the Listing Agreement, the Company has formulated a Related Party Transactions Policy. The particulars as required under the Companies Act, 2013 are furnished in Form AOC - 2 which is annexed as "Annexure A" to this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report and is in accordance with Clause 49 of the Listing Agreement.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

The Company's Internal Auditor's submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy is explained in the Corporate Governance Report. The Vigil Mechanism is overseen by the Audit Committee.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary ,trainees) are covered under this policy. There were no cases reported during the year ended March 31,2015 under this policy.

SUBSIDIARIES AND ASSOCIATES

The Company has no subsidiary. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2015.

Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.

DIRECTORS

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vijay Kumar Chopra, Managing Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of the Director seeking re-appointment pursuant to the Listing Agreement and Companies Act, 2013 is included in the notice which forms part of this Annual Report.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mrs.Vibha Ramesh Luharuka was appointed as an Additional Independent Woman Director of the Company on April 1, 2015 and Mr. Soni Radhey Agarwal was appointed as the Chief Financial Officer of the Company w.e.f. April 1,2015.

RESIGNATION OF KEY MANAGERIAL PERSONNEL (KMP)

Ms. Sonali Ghule resigned as Company Secretary of the Company w.e.f. July 02, 2015.

Other than this,no Director or Key Managerial Personnel has resigned during the year under consideration.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, which forms part of this Annual Report.

BOARD MEETINGS

During the year ended March 31,2015, the Board met six times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.

BOARD'S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every new Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company's strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMPANY'S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013,your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The Directors had in consultation with Statutory Auditors,selected 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a "going concern" basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

The Members at the 16th Annual General Meeting approved the appointment of Mr. Ajay Garg, Chartered Accountants(Firm Registration No. 032538), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of 16th Annual General Meeting till the conclusion of the 19th Annual General Meeting.

Mr. Ajay Garg, Chartered Accountants have confirmed that they continue to be eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2015-16.

DISCLOSURE UNDER SECTION 134(3)(ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013

The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor's Report during financial year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Samita Tanksale, Practicing Company Secretaries (ACS:26044/COP: 10763) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-15 forms part as "Annexure B" to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

Though the auditor has qualified that the company has defaulted on the bank and other dues, this was mainly due to the downturn in the economy for las 2 to 3 years. The company had suffered losses and could not bag any new projects, but for the last one year the economy is looking up and we have made profits in this financial year and have bagged new projects also. The management is confident with this revival we will be able to turn around and meet our obligation regularly and pay off all the dues in the coming years. There are no adverse remarks or observation by Statutory Auditors of the Company, further with regard to Secretarial Auditor's observation,e-filing for Satisfaction of two charges with Registrar of Companies is pending and also efiling of Form DPT-4 for statement regarding deposit is pending.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure C".

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided "Annexure D" to this report.

Further disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

PERSONNEL

The relation between the employees' and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

By Order of the Board of Directors For NIRAJ CEMENT STRUCTURALS LIMITED

Place: Mumbai V. K. Chopra Date: August 21,2015. Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this 16th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year given below:

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars For the period ended For the period ended 31.03.2014 31.03.2013

TOTAL INCOME

Contract Receipts 4751.80 11131.08

Other Income 306.01 548.74

Contract Receipts - JV

Total 5057.81 11679.82

TOTAL EXPENDITURE

Works Cost 4322.22 9322.23

Operations and Other Exp. 1060.51 2702.48

Depreciation 205.46 212.30

PROFIT/ (LOSS) (530.38) (557.20)

Provision for Tax 11.76 9.54

Bal.B/f.Prior period Adj.

Balance Carried to Balance Sheet (542.14) (566.73)

PERFORMANCE REVIEW:

During the year under review Income from Operations decreased to Rs. 4751.80 lacs from Rs. 11131.08 lacs in previous year. The Net Loss after charging interest, depreciation and deferred tax liability stood at Rs. 542.14 lacs.

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. During the year under review, non-availability of raw material, increasing raw material costs, high bank interest rates adversely affected the Working Capital Operations of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND :

Your Directors do not recommend any Dividend for the year under consideration due to absence of profits.

SUBSIDIARY COMPANY :

The Company has no subsidiary. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2014.

FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year 2013-2014 and no amount on account of principal or interests on Fixed Deposits was outstanding as on the date of Balance Sheet.

INSURANCE:

All the properties and insurable interest of the Company, including the buildings, plant and machineries and stocks have been adequately insured.

DIRECTORS :

Mr. Gulshan V. Chopra retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment which your Board recommends. Independent Directors In order to give effect to the applicable provisions of sections 149 & 152 of the Companies Act, 2013, it is proposed that the following directors be appointed as Independent Directors, to hold office for five consecutive years, for a term upto 31st March, 2019.

* Mr. Akash H. Madan

* Mr. G. R. Kamath

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS :

Mr. Ajay B. Garg, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of three consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 19th Annual General Meeting of the Company and they are not disqualified for such reap-pointment within the meaning of the said Act.

AUDITORS OBSERVATIONS :

The observations made by the Auditors in their report has been clarified in the relevant notes forming part of the accounts, which are self explanatory and need no further elaboration.

CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS & CORPORATE SOCIAL RESPON-SIBILITY:

Your Company has complied with all the mandatory requirements of Corporate Governance Norms as mandated by Clause 49 of the Listing Agreement with Stock Exchanges. A Separate Report on Corporate Governance and Management Discussion and Analysis Report is annexed to this Annual Report.

The requisite certificate from Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report. Further your Company is not coming under the purview of Corporate Social Responsibility as mentioned in section 135 of Companies Act, 2013.

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

Additional Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of 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 annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES :

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms a part of this report and will be sent on demand to the shareholders. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary.

INDUSTRIAL RELATIONS:

The relations between the employees and the Management have remained cordial.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures in the Financial Statements.

(b) The Directors 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 for the Financial Year ended 31st March, 2014; and of the profit or loss of the Company for that period.

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

(d) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors place on records their appreciation for the co-operation and assistance given by Financial Institution, Banks and Government Authorities as well as Valued Customers from time to time. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. The Directors also wish to place on record their gratitude to the Members for their continued support and co-operation

For and on behalf of the Board

Vijay Kumar Chopra Chairman & Managing Director

Place: Mumbai Date: 14th August, 2014.

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Mar 31, 2013

To, The Shareholders,

The Directors have pleasure in presenting this 15th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2013. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year given below:

1. FINANCIAL RESULTS:

The highlights of the financial results for the Current financial year ended 31st March 2013 are:

(Rupees in Lacs)

31.03.2013 31.03.2012

TOTAL INCOME

Contract Receipts 11131.08 31171.92

Other Income 548.74 721.85

Contract Receipts- JV

Total 11679.82 31893.78

TOTAL EXPENDITURE

Works Cost 9322.23 29469.18

Operations and Other Exp. 2702.48 1053.27

Depreciation 212.30 210.59

PROFIT/ (LOSS) -557.20 1160.73

Provision for Tax 9.54 376.72

Bal.B/f.Prior period Adj.

Balance Carried to Balance Sheet 566.73 784.01

2. PERFORMANCE REVIEW:

During the year under review Income from Operations decreased to Rs. 11131.08 lacs from Rs. 31171.93 lacs in previous year. The Net Loss after charging interest, depreciation and deferred tax liability stood at Rs. 566.73 lacs.

The Company is engaged in the business of Construction of highway, expressways, turnkey projects roads, bridges, tunnels etc. During the year under review, the Company''s financial performance has been adversely affected due to the non-availability of raw material, increasing raw material costs, high bank interest rates. The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the current year.

3. DIVIDEND:

Considering the necessity of conserving financial resources for future growth and expansion of the Company, the Board of Directors do not recommend payment of Dividend on the Equity Share Capital of the Company for the Financial year ended 31.03.2013

4. OPERATIONAL PERFORMANCE:

The Company has been steadily growing in terms of Order book position and execution of Contracts.

During the year, the Company has being executing projects at Haryana, Punjab, Coal, Uttar Pradesh, Rajasthan.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

A statement giving details of conservation of energy, technology absorption, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure I which forms as part of this Report.

6. DIRECTORS:

In accordance with the provisions of the Articles of Association of the Company, Mr. Gurpur Ramdas Kamath, Independent Director of the Company, retires by rotation and however, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the shareholders of the Company. The brief resume of the Director as required under clause 49 is attached to the notice.

7. PARTICULARS OF EMPLOYEES:

During the year, there were no employees, who drew remuneration more than the limits specified. under the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended.

8. AUDITORS:

Mr. Ajay B. Garg, Chartered Accountant, the Auditor to the Company, retires at the ensuing Annual General Meeting of the shareholders of the Company, and is however, eligible for re-appointment.

The Board of Directors have obtained a confirmation from him that, if re-appointed, their appointment will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Yours Directors recommend his re-appointment as Auditor at the ensuing Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2A) of the Companies Act, as amended by the Companies Act, 2000 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as on 31st March 2013 and of the Profit of the Company for the year ended 31st March 2013.

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

d. The annual accounts have been prepared on a going , concern basis.

10. INTERNAL CONTROL SYSTEMS:

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

11. PERSONNEL AND WELFARE:

Industrial Relations at all divisions of the company were very cordial throughout the year. The company is committed to develop its employee''s full potential through intensified training.

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

13. CORPORATE GOVERNANCE:

Your company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence and maximum long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the stock exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditor''s certificate on compliance with Corporate Governance requirements by the company forms part of the said report. '' . -

14. AUDITORS REPORT:

The observations made by the Auditors in their report has been clarified in the relevant notes forming part of the accounts, which are self explanatory and need no further elaboration.

15. ACKNOWLEDGEMENTS:

The Directors express their deep gratitude and thank all government authorities, financial institutions, transfer agents, banks, consultants/solicitors, shareholders of the company for their continued support and encouragement. The Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

The Board appreciates and value the contribution made by every person who contributed to the growth of the Company.

For and on behalf of the Board of Directors

V. K. Chopra

Chairman & Managing Director

Place : Mumbai

Date : 14th August, 2013

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report along with the audited statement of Accounts for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS :

The highlights of the financial results for the Current financial year ended 31stMarch 2010are:

(Rupees in Lacs) 31.03.2010 31.03.2009

Total Income

Contract Receipts 15869.74 10810.02

Other Income 306.24 246.24

Contract Receipts JV 2602.67 3230.89

Total 18778.65 14287.15

TOTAL EXPENDITURE

Works Cost 13155.21 8329.51

Operations and Other Exp. 1794.45 1713.33

Expenses J.V 2579.73 3198.58

Depreciation 142.86 210.42

PROFIT 1106.40 835.31

Provision for Tax 380.28 102.22

Bal.B/f.Prior period Adj. Nil Nil

Balance Carried to Balance Sheet 726.12 733.09

2. PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 18472.40 lacs from Rs. 14040.91 lacs in the previous year. The company achieved operating profit of Rs. 1106.40 lacs against Rs. 835.31 lacs in the previous year.

The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs.726.12 lacs.

3. DIVIDEND :

The Board of Directors has recommend to pay a dividend of Rs.0.50 per Equity Share on 10342800 fully paid Equity Shares of Rs. 10/-each for the financial year ended 31st March, 2010 subject to the approval of the members.

During the previous year the Board had recommended a Dividend of Re. 1 per Equity share which was reduced by the Shareholders in the Annual General Meeting to Re.0.50 per Equity Share.

4. OPERATIONAL PERFORMANCE:

There has been renewed emphasis on the need of Planned expenditure on the Infrastructure Development in the country coupled with the need to lead the country out of the Global recessionary trend.

During the year, the Company has being executing projects at Orissa, Jaipur, Indore, Haryana ; Ludhiana, Mangalore and Lucknow.

The turnover achieved during the year is Rs.18472.40 lakhs as compared to Rs. 14040.91 lakhs during the previous year.

The Company has got orders under execution worth about Rs.1457/- crores in various stage of execution and completion.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

Information in accordance with the provisions of Section 217 (1) (E) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable to the company as it is primarily engaged in Infrastructure Projects and Civil Construction Activity.

6. DIRECTORS:

In accordance with the provisions of the Articles of Association of the Company, Mr. Akash Madan, Independent Director of the Company, retires by rotation and however, being eligible, offers himself for re- appointment at the ensuing Annual General Meeting of the shareholders of the Company. The brief resume of the Director as required under clause 49 is attached to the notice.

7. PARTICULARS OF EMPLOYEES:

The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1988 is not applicable as no employee is in receipt of a remuneration in excess of Rs. 24.00 lakh during the year or part thereof.

8. AUDITORS:

Mr. Ajay B. Garg, Chartered Accountants, the Auditorto the Company, retires atthe ensuing Annual General Meeting of the shareholders of the Company, and is however, eligible for re-appointment.

The Board of Directors have obtained a confirmation from him that, if re-appointed, their appointment will be within the limits prescribed under Section 224 (1 B) of the Companies Act, 1956.

Yours Directors recommend his re-appointment as Auditor atthe ensuing Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2A) of the Companies Act, as amended by the Companies Act, 2000 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relatingto material departures, if any.

b. Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as on 31st March 2010 and of the Profit of the Company for the year ended 31st March 2010.

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

d. The annual accounts have been prepared on a going concern basis.

10. INTERNAL CONTROL SYSTEMS:

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

11. PERSONNEL AND WELFARE:

Industrial Relations at all divisions of the company were very cordial throughout the year.

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

13. CORPORATE GOVERNANCE:

Your company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence and maximum long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the stock exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors certificate on compliance with Corporate Governance requirements by the company forms part of the said report.

14. FIXED DEPOSITS:

The Company has not accepted and /or renewed, during the year under consideration, fixed deposits from the public. The Company has not accepted any deposits from the Directors and shareholders during the year under consideration.

There were no matured deposits, remained outstanding, unpaid or unclaimed, as at 31s March, 2010.

15. AUDITORS REPORT:

The observations made by the Auditors in their report has been clarified in the relevant notes forming part of the accounts, which are self explanatory and need no further elaboration.

16. ACKNOWLEDGEMENTS:

The Directors express their deep gratitude and thank to all government authorities, financial institutions, transfer agents, banks, consultants, solicitors, shareholders of the company for their continued support and encouragement. The Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board of Directors

V. K. Chopra Chairman & Managing Director

Place : Mumbai

Date : 6th September, 2010