Directors Report of Nirav Commercials Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the 40^th Annual
Report of the Company for the financial year ended 31^st March,
2025.

FINANCIAL RESULTS:

'' in Lakh

	For the	For the
Particulars	Financial Year	Financial Year
	ended 31st	ended 31st
	March 2025	March 2024
Total Revenue	1055.62	1132.70
Profit/(Loss) Before Tax	02.75	38.90
Add/Less: Tax Expenses	(0.16)	6.84
Profit after tax/ Retained earnings	4.35	32.06

COMPANY’S PERFORMANCE

During the financial year 2024-25, total revenue of the Company
is Rs. 1055.62 Lakh and the net profit is Rs. 4.35 Lakh. There was
no material change in the nature of business of the Company.

DIVIDEND

The Board of Directors have not recommended any dividend
for the financial year 2024-25.

TRANSFER TO RESERVE

The Company has not transferred any reserve during the
current financial year.

SUBSIDIARY AND JOINT VENTURE COMPANIES

There is no subsidiary/joint venture company within the
meaning of the Companies Act, 2013 (“the Act”).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory
modification(s) or re-enactment(s) thereof for the time being in
force), the Directors of the Company state that:

a. in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b. the Directors had 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 as
at 31st March, 2025 and of the profit of the Company for
the said period;

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

d. the Directors have prepared the Annual Accounts on a
going concern basis;

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Lalit Kumar Daga, Director
of the Company is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible has offered himself
for reappointment. Shri Lalit Kumar Daga has vast experience
of over 59 years in Aluminium Industries. He holds 18,566 equity
shares in the Company & also hold directorship in another
Listed Company viz. Hind Aluminium Industries Limited

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2025 are
Shri Raghav Daga, Managing Director, Shri Girish Agarwal, Chief
Financial Officer and Shri Amey Borkar, Company Secretary.

Except the aforesaid director, no directors or key managerial
personnel were appointed or have resigned during the financial
year.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Act, read with the Schedules and Rules issued thereunder, as
well as clause (b) of sub-regulation (1) of Regulation 16 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 (‘Listing
Regulations’) (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). In terms of
Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties.

MEETINGS OF THE BOARD

Total Seven meetings of the Board of Directors were held during
the financial year 2024-25 and the maximum interval between
any two meetings did not exceed 120 days, as prescribed by the
Act.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by the
Listing Regulations.

The performance of the board was evaluated by the board after
seeking inputs from all the directors on the basis of criteria such

as the board composition and structure, effectiveness of board
processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the
board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual director on the basis of
criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In a separate meeting of the independent directors,
performance of non-independent director and the board as a
whole was evaluated, taking into account the views of executive
director and non-executive directors.

The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance
of the board, its committees, and individual director was also
discussed. Performance evaluation of independent directors
were done by the entire board, excluding the independent
directors being evaluated.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with a
certificate from the Practising Company Secretary on its
compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Company’s policy on directors’ appointment and
remuneration and other matter are as per the provisions of
Section 178(3) of the Act has been disclosed in the corporate
governance report, which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their
adequacy are included in the Management Discussion and
Analysis, which is a part of this report.

RISK MANAGEMENT POLICY

The development and implementation of risk management
policy has been covered in the management discussion and
analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have
been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and
a Whistle-blower policy in accordance with provisions of the
Act and Listing Regulations and no personnel has been denied

access to the audit committee. The Vigil Mechanism and
whistle-blower policy is put on the Company’s website and can
be accessed.at: www.https://investors.elesarfocchi.in/

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were in
the ordinary course of business and on arm’s length basis.

There were no materially significant related party transactions
as per the Regulation 23 of the Listing regulations, that may
have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no.
31 to the Financial Statements which set out related party
transactions as per Ind AS 24. As there were no transactions
with related parties pursuant to section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014,
Nil details are given in Annexure -I in Form AOC-2 and the same
forms part of this report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is
available on the Company’s website and can be accessed at
www.https://investors.elesarfocchi.in

AUDIT COMMITTEE

The Audit Committee comprised of members namely Shri
Navinchandra Shah (Chairman), Smt. Santosh Mundhra
(Member) and Shri Lalit Kumar Daga (Member).

All the members of the Audit Committee are financially literate
and have experience in financial management.

During the year all the recommendations made by the Audit
Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for
the time being in force) in respect of Directors/employees of the
Company is set out in the Annexure II of this report.

AUDITORS AND AUDITORS’ REPORT
Statutory A uditor:

Auditors of the Company M/s Suryaprakash Maurya & Co.
Chartered Accounts (FRN: 147410W) hold office until the
conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment until the
conclusion of (45th of AGM) Annual General Meeting of the
company to be held in the Year 2030.

As required under the provisions of section 139(1) of the
Companies Act, 2013, the company has received a written
consent from M/s Suryaprakash Maurya & Co. Chartered
Accounts (FRN: 147410W) to their re-appointment and a
certificate, to the effect that their re-appointment, if made,
would be in accordance with the new Act and the Rules framed
there under and that they satisfy the criteria provided in
Section 141 of the Companies Act, 2013

The Auditors’ Report for the financial year ended 31st March,
2025 on the financial statements of the Company is a part of
this Annual Report. The Independent Audit Report does not
contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit
conducted by M/s. Arun Dash & Associates, Company
Secretaries, for the financial year ended March 31, 2025 under
the Companies Act, 2013 read with Rules made thereunder is
set out in the Annexure IV to this report. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the
Corporate Governance Report with the Practicing Company
Secretary’s Certificate thereon, and the Management
Discussion and Analysis are attached, which form part of this
report.

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

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided in Annexure III to
this Report.

OTHER DISCLOSURES

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

• Your Company has not issued any shares with differential
voting rights.

• There was no revision in the financial statements.

• Your Company has not issued any sweat equity shares.

• There were no changes in the nature of business.

• During the year under review, your Company has not
accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. Thus, as on March 31, 2025, there
were no deposits which were unpaid or unclaimed and
due for repayment.

• There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

• There were no frauds reported by the Auditors u/s 143(12)
of the Act.

• As per the requirement of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013, your Company has complied
with provisions relating to the constitution of Internal
Complaints Committee. - There were no complaints
received during the year under review.

• Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year along with their status as at the end of the
financial year - Not applicable

• Details of difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof - Not
applicable

• The company does not fall under the criteria mentioned
under Section 135 (1) of the Act, pertaining to applicability
of Corporate Social Responsibility.

• In accordance with the requirement of Regulation 34(3)
and Schedule V Part F of Listing Regulations, no share of
the company is in demat/unclaimed suspense account.

ACKNOWLEDGEMENT

The Board of Directors wish to convey their gratitude and place
on record their appreciation for all the employees at all levels
for their hard work, solidarity, cooperation and dedication
during the year.

Further, the Board of Directors sincerely conveys its appreciation
for its customers, shareholders, suppliers as well as vendors,
bankers, business associates, regulatory and government
authorities for their continued support.

For and on behalf of the Board

Lalit Kumar Daga
Chairman

Place: Mumbai
Date: 23.05.2025

---

Mar 31, 2024

The Board of Directors is pleased to present the 39th Annual
Report of the Company for the financial year ended 31st March,
2024.

'' in Lakh

FINANCIAL RESULTS:

	2023-24	2022-23
Total Revenue	1132.70	1051.31
Profit Before Tax	38.90	87.33
Less : Tax Expenses	6.84	20.25
Profit After Tax / Retained earning	32.06	67.08

COMPANY’S PERFORMANCE

During the financial year 2023-2024, total revenue of the
Company is Rs. 1132.70. Lakh as compared to Rs. 1051.31 Lakh
in the previous financial year. The profit after tax is Rs. 32.06
Lakh as compared to Rs. 67.08 Lakh in the previous financial
year. There was no material change in the nature of business
of the Company.

DIVIDEND

The Board of Directors have not recommended any dividend
for the financial year 2023-24.

TRANSFER TO RESERVE

Net profit for the current financial year, Rs. 32.06 Lakh (Previous
Year Rs. 67.08. Lakh) is proposed to be retained in the Retained
Earning and the Company has not transferred any amount to
the reserves during the current financial year.

SUBSIDIARY AND JOINT VENTURE COMPANIES

There is no subsidiary/joint venture company within the
meaning of the Companies Act, 2013 (“the Act”). Hence, no
report on the performance of such companies in form AOC-1
is provided.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory
modification(s) or re-enactment(s) thereof for the time being in
force), the Directors of the Company state that:

a. in the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b. the Directors had 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 as
at 31st March, 2024 and of the profit of the Company for
the said period;

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

d. the Directors have prepared the Annual Accounts on a
going concern basis;

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles
of Association of the Company, Shri Raghav Daga, Managing
Director (A Director liable to retire by rotation) of the
Company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for
reappointment. Shri Raghav Daga is a Commerce Graduate
from the Mumbai University, Chartered Accountant from
Institute of Chartered Accountants of India & MBA from
Carnegie Mellon University, USA. He has vast experience of over
24 years in Aluminium Industries & finance. He holds 16,620
equity shares in the Company.

Shri Raghav Daga (DIN- 00084553) is appointed as the Managing
Director for a term of 3 years w.e.f 7th June, 2024, subject to
shareholder’s approval at the ensuing Annual General Meeting

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2024 are
Shri Raghav Daga, Managing Director, Shri Girish Agarwal, Chief
Financial Officer and Shri Amey Borkar, Company Secretary.

Except the aforesaid director, no directors or key managerial
personnel were appointed or have resigned during the financial
year.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Act, read with the Schedules and Rules issued thereunder, as
well as clause (b) of sub-regulation (1) of Regulation 16 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 (‘Listing
Regulations’) (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force). In terms of
Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties.

MEETINGS OF THE BOARD

Total Four meetings of the Board of Directors were held during
the financial year 2023-24 and the maximum interval between
any two meetings did not exceed 120 days, as prescribed by the
Act.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by the
Listing Regulations.

The performance of the board was evaluated by the board after
seeking inputs from all the directors on the basis of criteria such
as the board composition and structure, effectiveness of board
processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the
board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual director on the basis of
criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In a separate meeting of the independent directors,
performance of non-independent director and the board as a
whole was evaluated, taking into account the views of executive
director and non-executive directors.

The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance
of the board, its committees, and individual director was also
discussed. Performance evaluation of independent directors
were done by the entire board, excluding the independent
directors being evaluated.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with a
certificate from the Practising Company Secretary on its
compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

The Company’s policy on directors’ appointment and
remuneration and other matter are as per the provisions of
Section 178(3) of the Act has been disclosed in the corporate
governance report, which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their
adequacy are included in the Management Discussion and
Analysis, which is a part of this report.

RISK MANAGEMENT POLICY

The development and implementation of risk management
policy has been covered in the management discussion and
analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have
been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and
a Whistle-blower policy in accordance with provisions of the
Act and Listing Regulations and no personnel has been denied
access to the audit committee. The Vigil Mechanism and
whistle-blower policy is put on the Company’s website and can
be accessed.at: https://www.associatedgroup-investors.com/
ncl/investors.php

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were in
the ordinary course of business and on arm’s length basis.

There were no materially significant related party transactions
as per the Regulation 23 of the Listing regulations, that may
have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no.
31 to the Financial Statements which set out related party
transactions as per Ind AS 24. As there were no transactions
with related parties pursuant to section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014,
Nil details are given in Annexure -I in Form AOC-2 and the same
forms part of this report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is
available on the Company’s website and can be accessed at
https://www.associatedgroup-investors.com/ncl/investors.
php

AUDIT COMMITTEE

The Audit Committee comprised of members namely Shri
Navinchandra Shah (Chairman), Smt. Santosh Mundhra
(Member) and Shri Lalit Kumar Daga (Member).

All the members of the Audit Committee are financially literate
and have experience in financial management.

During the year all the recommendations made by the Audit
Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for
the time being in force) in respect of Directors/employees of the
Company is set out in the Annexure II of this report.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditor:

M/s. Suryaprakash Maurya & Co., Chartered Accountants was
appointed as Auditors of the Company, for a term of 5 (five)
consecutive years, from the conclusion of the Annual General

Meeting held on December 21, 2020 till the conclusion of the
40th Annual General Meeting of the Company, to be held in
the Calendar year 2025. They have confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended 31st March,
2024 on the financial statements of the Company is a part of
this Annual Report. The Independent Audit Report does not
contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit
conducted by M/s. Arun Dash & Associates, Company
Secretaries, for the financial year ended March 31, 2024 under
the Companies Act, 2013 read with Rules made thereunder is
set out in the Annexure IV to this report. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the
Corporate Governance Report with the Practicing Company
Secretary’s Certificate thereon, and the Management
Discussion and Analysis are attached, which form part of this
report.

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

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are provided in Annexure III to
this Report.

OTHER DISCLOSURES

• There were no material changes and commitments
affecting the financial position of your Company between
end of financial year and the date of the report.

• Your Company has not issued any shares with differential
voting rights.

• There was no revision in the financial statements.

• Your Company has not issued any sweat equity shares.

• There were no changes in the nature of business.

• During the year under review, your Company has not
accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. Thus, as on March 31, 2024, there
were no deposits which were unpaid or unclaimed and
due for repayment.

• There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.

• There were no frauds reported by the Auditors u/s 143(12)
of the Act.

• As per the requirement of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013, your Company has complied
with provisions relating to the constitution of Internal
Complaints Committee. - There were no complaints
received during the year under review.

• Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year along with their status as at the end of the
financial year - Not applicable

• Details of difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof - Not
applicable

• The Company is not required to maintain cost records as
specified by the Central Government under sub-section
(1) of section 148 of the Act.

• The company does not fall under the criteria mentioned
under Section 135 (1) of the Act, pertaining to applicability
of Corporate Social Responsibility.

• In accordance with the requirement of Regulation 34(3)
and Schedule V Part F of Listing Regulations, no share of
the company is in demat/unclaimed suspense account.

ACKNOWLEDGEMENT

The Board of Directors wish to convey their gratitude and place
on record their appreciation for all the employees at all levels
for their hard work, solidarity, cooperation and dedication
during the year.

Further, the Board of Directors sincerely conveys its appreciation
for its customers, shareholders, suppliers as well as vendors,
bankers, business associates, regulatory and government
authorities for their continued support.

For and on behalf of the Board

Lalit Kumar Daga
Chairman

Place: Mumbai
Date: 04.07.2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2015. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2014-2015 2013-2014 (Rs. in Lacs) (Rs. in Lacs)

Total Revenue 951.21 818.45

Profit before Tax 32.56 49.55

Less: Tax Expenses 5.33 12.85

Net Profit 27.23 36.70

REVIEW OF OPERATIONS

During the year under review, the Company's total income is Rs.951.21 lacs as compared to Rs. 818.45 Lacs in previous year. The Net Profit is Rs. 27.23 Lacs as compared to Rs. 36.70 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely 'Elesar Focchi', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.911.18 lacs as compared to Rs. 774.91 lacs in the previous year in total income of the Company.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001: 2008 certified unit.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Sudhir Goel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Shri Sudhir Goel is a qualified Chartered Accountant and has over 32 years of experience in the Aluminium Industries. He is a Director of this Company from the year 1988. He is looking after the financial affairs of the Company as a Director. He holds 5 equity shares in the Company.

As per the provisions of the Companies Act, 2013, a class or class of company as may be prescribed shall have at least one women director. Pursuant to section 149(1), 161 and other applicable provisions of the Companies Act, 2013, Mrs.Renu Somani has been appointed as Additional Director of the Company w.e.f. 23.03.2015. She is a Bachelor in Arts (B.A) from Chennai University and has over 18 years experience of social sector.

Shri S K Sharma has been appointed as Chief Financial Officer of the Company as per Section 203 of the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' responsibility statement, it is hereby confirmed that:

a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2015 and profit of the Company for the said period;

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

d) the directors have prepared the Annual Accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

MEETING OF THE BOARD

Seven Board Meeting were held during the year and the dates on which the said meetings were held:

May 30, 2014, August 14, 2014, November 14, 2014, January 12, 2015, January 22, 2015, February 13, 2015 and March 23,2015.

POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matter are as per the provision of Section 178(3) of the Act 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Your Directors draw attention of the members to Note no. 25 of the financial statement which set out related party transactions.

INTERNAL FINANCIAL CONTROLS

The Board of Directors have taken necessary steps for internal financial control and its adequacy during the financial year 2014-15.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

SECRETARIAL STANDARDS OF ICSI

During the year under review, Secretarial Standard specified by - the Institute of Company Secretaries of India (ICSI) from time to time were recommendatory in nature. Your Company however complied with the same.

SECRETARIAL AUDITOR

The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31,2015 is annexed herewith marked asAnnexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 29th Annual General Meeting of the company till the conclusion of the 34th Annual General Meeting of the Company to be held in the Calendar year 2019 subject to ratification of their appointment at every AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year 2014-2015, the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under aforesaid section / rule.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Lalit Kumar Daga Chairman

Date: 30th May, 2015 Place: Mumbai

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2013-2014 2012-2013 (? in Lacs) (? in Lacs)

Total Revenue 816.12 748.06

Profit before Tax 49.55 21.63

Less Tax Expenses 12,85 5.24

Net Profit 36.70 16.39

REVIEW OF OPERATIONS

During the year under review, the Company''s total income is Rs.816.12 lacs as compared to Rs.748.06 lacs in previous year. The Net Profit is Rs.36.70 lacs as compared to Rs.16.39 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely ''Elesar Focchi'', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.774.91 lacs as compared to Rs.718.19 lacs in the previous year in total income of the Company.

ISO 9001:2008

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001 : 2008 certified unit.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2014 and profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

Non Executive Chairman /Director Shri Lalit Kumar Daga, aged 73 years (DIN : 00089905) designated & appointed as Chairman & Managing Director (CMD) of the Company for a period of 5 years with effect from 30th May,2014.

KEY MANAGERIAL PERSONS

Section 203 of the Companies Act,2013, which came into effect from 1 st April,2014, requires every Listed Company to have Managing Director, Company Secretary & Chief Financial Officer. The Company has designated /appointed existing Non-Executive Director/Chairman Shri Lalit Kumar Daga as Chairman & Managing Director of the Company. The board of directors has designated/appointed Shri S.K.Sharma as Chief Financial Officer of the Company. An experienced team of senior Executives of the Company including a practicing Company Secretary are looking after all Company Law & Listing Agreement related work, however the Company is also looking for a suitable qualified Company Secretary.

AUDITORS

The existing statutory Auditors of the Company M/s. A. J. Baliya & Associates (Firm Reg.No.100948W), Chartered Accountants, who hold office until the conclusion of ensuing annual general meeting has informed their unwillingness to continue as statutory auditors of the Company due to their personal reasons after ensuing annual general meeting. The Company has shortlisted M/s. Motilal & Associates (Firm Reg. No.106584W), Chartered Accountants, as a new statutory auditors of the Company and they have shown their interest for the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for assistance and Co-operation received from their Bankers, Government authorities, vendors and members during the year under review. Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff & workers.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place : Mumbai. Date : 30th May,2014.

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2013. The highlights of the financial results are as under:

FINANCIAL RESULTS:

2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs)

Total Income 746.86 724.31

Gross Profit 30.80 37.37

Less: Depreciation 9.17 11.19

Profit before tax 26.18

Tax expenses 5.24 6.11

Net Profit 16.39 20.07

REVIEW OF OPERATIONS

During the year under review, the Company''s total income is Rs.746.86 lacs as compared to Rs.724.31 lacs in previous year. The Net Profit is Rs.16.39 lacs as compared to Rs.20.07 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely ''Elesar Focchi'', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.718.19 lacs as compared to Rs.694.83 lacs in the previous year in total income of the Company.

ISO 9001:2008

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001 : 2008 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS''RESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at as 31st March,2013 and profit of the Company for the said period;

iii) the directors have taken proper and sufficient care of 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

DIRECTORS

The designation of existing Director CA. Sudhir Goel has been changed from Whole-Time Director to Director (Non-Executive) of the Company.

AUDITORS

M/s. A.J. Baliya SAssociates, Chartered Accountants, retiring Auditors of the Company, is eligible for re- appointment.

COMPLIANCE CERTIFICATE

A Compliance Certificate from M/s. Arun Dash & Associates, Company Secretaries, u/s 383A of the Companies Act, 1956 in respect of the financial year ended March 31, 2013 is annexed to the Directors'' Report.

REGISTRARS & SHARE TRANSFER AGENTS

M/s. Bigshare Servicies Pvt. Ltd., Regd.office : E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai -400 072, has been appointed as Registrars & Share Transfer Agents of the Company.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga

Chairman

Place: Mumbai

Date : 30thMay,2013.

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Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012. The highlights of the financial results are as under:

REVIEW OF OPERATIONS

During the year under review, the Company's total income has increased to Rs. 721.56 lacs as compared to Rs. 548.51 lacs in the previous year. The Net Profit has increased to Rs. 20.07 lacs as compared to Rs.19.95 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminum Grills, Door & Windows etc. and has two manufacturing units namely 'Elesar Focchi', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed 1694.83 lacs as compared to 1522.38 lacs in the previous year in total income of the Company.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001:2008 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at as 31st March,2012 and profit of the Company for the said period ;

iii) the directors have taken proper and sufficient care of 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, retiring Auditors of the Company, is eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Lalit Kumar Daga

Place : Mumbai. Chairman

Dated: 30th May, 2012.

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2011. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2010-2011 2009-2010 (in Lacs) (in Lacs)

Total Income 548.51 742.35

Gross Profit 41.20 62.45

Less: Depreciation 13.80 17.39

Profit before tax 27.40 45.06

Tax expenses 4.62 11.50

Profit after tax 22.78 33.56

Less : Prior year tax 2.83 - adjustments

Add :Balance brought forward from previous year 468.33 434.77 Balance transferred to Balance Sheet 488.28 468.33

REVIEW OF OPERATIONS

During the year under review, the Company's total income is Rs.548.51 lacs as compared to Rs.742.35 lacs in the previous year. The Profit after tax is Rs.22.78 lacs as compared to Rs.33.56 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminum Grills, Door & Windows etc. and has two manufacturing units namely 'Elesar Focchi', one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.479.65 lacs in total income of the Company as compared to Rs.680.39 lacs in the previous year.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001 : 2008 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION 8. FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

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

I) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) the directors have taken proper and sufficient care of 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;

iv) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, retiring Auditors of the Company, is eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company. For and on behalf of the Board

Place : Mumbai. Lalit Kumar Daga

Dated : 30th May, 2011. Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report and the Audited Accounts, Balance Sheet and Profit & Loss Account for the year ended 31st March, 2010. The highlights of the financial results are as under:

FINANCIAL RESULTS: 2009-2010 2008-2009

(Rs. in Lacs) (Rs.in Lacs)

Total Income 742.35 1538.06

Gross Profit 62.45 160.46

Less: Depreciation 17.39 15.27

Profit before tax 45.06 145.19

Tax expenses 11.50 52.38

Profit after tax 33.56 92.81

Less : Prior year tax - 8.75 adjustments

Add :Balance brought 434.77 350.71

forward from previous year

Balance transferred 468.33 434.77 to Balance Sheet

REVIEW OF OPERATIONS

During the year under review, the Companys total income has reduced to Rs.742.35 lacs as compared to Rs. 1538.06 lacs in the previous year. The Profit after tax has also reduced to Rs.33.56 lacs as compared to Rs.92.81 lacs in the previous year.

MANUFACTURING

Your company is engaged in manufacturing of Aluminium Grills, Door & Windows etc. and has two manufacturing units namely Elesar Focchi, one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra). These units have contributed Rs.680.39 lacs in total income of the Company as compared to Rs.800.71 lacs in the previous year.

ISO 9002

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9002 certified unit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO

The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

PARTICULARS OF EMPLOYEES

During the year under review, the Company has not employed any person who was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORSRESPONSIBILITY STATEMENT

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

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

iii) the directors have taken proper and sufficient care of 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;

iv)the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. A.J. Baliya & Associates, Chartered Accountants, retiring Auditors of the Company, is eligible for re-appointment.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation of assistance and Co-operation received from their Bankers during the year under review. Directors also wish to place on record their deep sense of appreciation of the devoted services rendered by all the employees of the Company.

For and on behalf of the Board

Place : Mumbai. Lalit Kumar Daga

Date : 15th June,2010. Chairman