Directors Report of Proaim Enterprises Ltd.

Mar 31, 2014

To The Members of,

M/s. Shree Nath Commercial & Finance Limited

The Directors present their 30th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014.

FINANCIAL PERFORMANCE:

(Amt. In Lacs) Year Ended Year Ended Particulars 31/03/2014 31/03/2013

Income 737.10 816.65

Profit before Dep. & Int. (14.89) (72.59)

Depreciation 13.43 17.50

Interest 0.48 0.00

Profit after Depreciation & Interest (28.80) (90.10)

Provision for Taxation 0.00 0.00

Provision for Tax (deferred) (13.76) 3.17

Tax Adjustment for earlier years 0.00 0.00

Profit after Tax (15.05) (86.93)

Net profit/ (Loss) (15.05) (86.93)

Amount Available for Appropriation (15.05) (86.93)

Balance carried to Balance Sheet (15.05) (86.93)

FINANCIAL HIGHLIGHTS

During the year under consideration the Company''s Total sales including other income is Rs 737.10 Lacs as compared to Rs. 816.65 Lacs in the previous year and thereby registering a decrease of 9.75% as compared to the previous year. The Net Loss after tax was Rs. (15.05) Lacs for the year against Rs. (86.93) Lacs in the previous year, inspite of registering loss in current year also, the company has managed to curb the amount of loss much lower than in a ratio against its total income as compared to last year.

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

DIRECTORS

During the year under review, your Board inducted Mrs. Madhu Rajkumar Goel as an Additional Director of the Company in the category of Independent Director. In terms of Section 161 of the Companies Act 2013 (corresponding Section 260 of the Companies Act 1956) Mrs. Madhu Rajkumar Goel will hold office up to the date of the ensuing Annual General meeting. The Company has received notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Madhu Rajkumar Goel as an Independent Director. Your Board has recommended appointment of Mrs. Madhu Rajkumar Goel as Independent Director not liable to retire by rotation for a period of 5 consecutive years up to 06th March, 2019.

As per the provisions of the Companies Act, 2013 Mr. Viral Ishwar Bhatt, Director & CFO of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Board has recommended his re-appointment.

During the year under review Mr. Girraj Kishor Agarwal and Mr. Praveen Vidyashankar Vasishth has resigned from the Board with effect from 24/01/2014 and 07/03/2014 respectively due to their pre- occupation. Board appreciates the valuable contribution to the Company during the tenor of their directorship.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-executive Directors of the Company, viz. Mr. Zubin Jasi Pardiwala and Mrs. Madhu Rajkumar Goel have affirmed that they continue to meet all the requirements specified under Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an "Independent Director" of Shree Nath Commercial & Finance Limited.

AUDITORS

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, have been the Auditors of the Company since 23th August, 2010 and have completed a term of four years. As per the provisions of section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, M/s. Pravin Chandak & Associates, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 27th August, 2014, proposed the appointment of M/s. Pravin Chandak & Associates, as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 35th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

AUDITORS REPORT

Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted any Deposits and as such no amount on account of principal or interest on Public Deposits within the meaning of Section 73 of The Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

APPLICATION TO RBI

With reference to remarks made by the Auditors in its report, we would like to inform you that Since your Company is engaged in the business of Share Trading, Investment and granting of Loan & Advances, which was classified as a NBFC Activities by RBI and such Companies need to get registered with RBI and to hold valid COR to carry on such activities. With the view to comply with the provision of RBI Act, 1934, your Company has made an application to RBI to obtain Certificate of Registration in the month of April, 2014, but RBI has stop to accepting application vide its press release No. 2013-2014/1931 dated 1st April, 2014.

CONSOLIDATION OF SHARE CAPITAL

During the year under consideration the management of the Company with the view to make the Company more attractive to potential investors, reclassified the Share Capital of the Company by Consolidating the Share Capital in a ratio of 1 share for every 10 shares held, with firm belief that the consolidation will establish the share price that is more appropriate for a listed entity of the Company''s size, in addition compared to its peers listed on the BSE. Consequently the Issued Capital of the Company reduced from 12,65,24,900 shares of Rs. 1/- each to approximately 1,26,52,490 shares of Rs.10/- each w.e.f. 01/11/2013 Record Date for the purpose of consolidation of shares.

The members had accorded their approval for the same in duly conveyed AGM held on 30/09/2013. The Consolidation did not have any material impact on percentage of holdings of each member. The only immaterial changes occurred was due to rounding off, for which Company has paid the Cash to the respective members for balance of their portion not rounded off in multiples of ten.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2014 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability 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.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

DIRECTORS RESPONSE TO REMARKS IN AUDITOR''S REPORT

"The Company did not have an internal audit system during the year" In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

STATUTORY DISCLOSURES

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are set out in the annexure to the Directors'' Report. As per the provisions of Section 219(1)(b)(iv) of the said Act, this report is being sent to all the members excluding the particulars of the employees.

Directors'' Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance Sheet.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2014 – 2015.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE''

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

COMPANIES ACT, 2013

The Companies Act, 2013 was notified in the Official gazette of the Government of India on August, 29, 2013. On September 12, 2013 Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the MCA notified another 198 sections which were deemed to come into force on 1st April, 2014.

The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached, thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared the balance sheet, profit & Loss a/c, the schedules and notes thereto and the Director''s report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has to take cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013 as applicable.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/- Dated: 27/08/2014 Tanu Agarwal Madhu Goel (Whole Time Director) (Director)

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Mar 31, 2013

To The Members

The Directors present their 29th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2013.

Financial Results

(Amt. In Lacs)

Particulars Year Ended 31/03/2013 Year Ended 31/03/2012

Income 816.65 1475.69

Profit before Dep. & Int. (72.59) (25.31)

Depreciation 17.50 17.50

Interest 0.00 0.00

Profit after Depreciation & Interest (90.10) (42.81)

Provision for Taxation 0.00 0.00

Provision for Tax (deferred) 3.17 0.19

Tax Adjustment for earlier years 0.00 1.40

Profit after Tax (86.93) (44.41)

Net profit/ (Loss) (86.93) (44.41)

Amount Available for Appropriation (86.93) (44.41)

Balance carried to Balance Sheet (86.93) (44.41)

FINANCIAL HIGHLIGHTS

During the year Company''s total sales including other income is Rs 816.65 Lacs as compared to Rs. 1475.69 Lacs in the previous year and thereby registering a decrease of 44.66% as compared to the previous year. The Net Loss after tax was Rs. (86.93) Lacs against Rs. (44.41) Lacs in the previous year, registering an increase of 95.74% loss as compared to the previous year.

DIVIDEND

Your Directors are not declaring any dividend during the year under consideration.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Giriraj Kishor Agrawal retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

During the year under consideration there was change in composition of Board of Directors.

Mr. Praveen Vidhyashankar Vasisith & Mr. Zubin Jasi Pardiwal were appointed as Additional Director on Board with effect from 13/02/2013

Mr. Promod Dhamija & Mrs. Aparijita Agrawal have resigned from Board with effect from 13/02/2013 due to their pre-occupation. Board appreciates the valuable contribution to the Company during the tenor of their directorship.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58A of The Companies Act, 1956.

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 in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

They have taken proper and sufficient care to the best of their knowledge and ability 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.

That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s Pravin Chandak & Associates, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2013 - 2014.

SOFTWARE DEVELOPMENT

Your Company is currently under development of online portal based software called rocguru.com. Rocguru.com is web based software which has been designed by keeping in mind to cope up with various Secretarial Compliances under one roof.

Basically it is an online portal which allows user to access his/her data from anywhere, any time so that the user will not be confined to any computer. It also allows the user to delegate task to colleagues and juniors with predefined path and limited access to the task which is assigned, which helps the owner of the license to fix the responsibility on a particular person in case of any mistake or misfeasance or mischief. It also allows the user to sub delegate the work to predefined person. In short, it is safe portal based software which provides the user accessibility. It alerts the user about the various compliances to be done periodically.

Rocguru Portal contains wide range of resolutions, Agenda laws, sections and procedures to be complied with for any particular act. It also covers various specimens of Covering letters, formats, Memorandum and Articles of Associations and many more.

Basically it will be helpful to professional people like CA/CS/ICWA specially the fresher to get themselves well verse with various Company law section and procedures.

It helps in maintenance of:

- Company Master Data & Directors Details.

- History of the Company.

- Preparing of Notices of various Meeting.

- Preparing of Minutes of the various Meeting

- Various Statutory Registers of the Company

- Annual Reports and Annual Returns.

- Complete Share Module

- Share Certificates.

- And many more things.

GREEN INITIATIVE IN CORPORATE GOVERNANCE''

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken "˜Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.



FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/-

Dated: 28/08/2013 Girraj Kishor Agrawal Tanu Agarwal

(Director) (Director)

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Mar 31, 2012

The Directors present their 28 th Annual Report with Audited Statement of Accounts following the year ended on March 31' 2012.

Financial Results (Amt. lit Lacs)

Particular Year Ended 31/03/2012 Year Ended 31/03/2011

Incom 1475.69 2910.96

Profit before Pep. & Int. (25.31) 124.88

Depreciation 17.50 17.51 Interest 0.00 0.00 Profit after Depreciation & Interest (42.81) 107.37

Provision for Taxation 0.00 24.57

Provison for Tax (deferred) 0.19 8.61

Tax Adjustment for earlier years 1.40 0.00

Profit after Tax (44.41) 74.19

Net profit/ (Loss) (44.41) 74.19

Amount Available for Appropriation (44.41) 74.19

Balance carried to Balance Sheet (44.41) 74.19

FINANCIAL HIGHLIGHTS

During the year Company's total sales including other income is Rs 1475.69 lacs as compared to Rs. 2910.96 lacs in the previous year and thereby registering an decrease of 49.31% as compared to the previous year. The Net Profit after tax was Rs. (44.41) Lacs against Rs. 74.19 Lacs in the previous year' registering an decrease of 159.86% as compared to the previous year.

DIVIDEND

Your Directors are not declaring any dividend during the year under consideration. DIRECTORS

In accordance with the provisions of the Companies Act' 1956 and the Articles of Association of the Company Mrs. Aprajita Aggarwal retire by rotation at the ensuing Annual General Meeting' and being eligible offers herself for reappointment.

During the year under consideration there was no change in composition of Board of Directors.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58A of The Companies Act' 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant tr the requirement under Section 217(2AA) of the Companies Act' 1956' with respect to Directors' Responsibility Statement' it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2012 take applicable accounting standards have been followed' along with proper' explanation relating to all material departures.

(ii) That they have' in the selection of the accounting policies' consulted the statutory auditors ' and have 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 financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge and ability 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

AUDITORS

M/s Pravin Chandak & Associates' Chartered Accountants statutory auditors of the* Company retire at the forthcoming Annual General Meting and' being eligible' offer themselves for re- appointment. The Company has received a certificates from them under Section 224(l-B) & 226(3) of the Companies Act' 1956.

AUDITORS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act' 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988' on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956' read with the Companies (particulars of employees) Rules 1975' forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2012 - 2013.

SALE OF SUBSIDIARY

The company sold its stake of 51% in its subsidiary M/s GSR Techno Consultancy Pvt. Ltd as per agreed by the Board of Directors in their meeting held on 22nd August' 2011.

SOFTWARE DEVELOPMENT

The company is currently under development of online portal based software called rocguru.com. features of it are as below:

Rocguru.com is web based software which has been designed by keeping in mind to cope up ' with various Secretarial Compliances under one roof.

Basically it is an online portal which allows user to access his/her data from anywhere' any time so that the user will not be confined to any computer. It also allows the user to delegate task to colleagues and juniors with predefined path and limited access to the task which is assigned' which helps the owner of the license to fix the responsibility on a particular person in case of any mistake or misfeasance or mischief. It also allows the user to sub delegate the work to predefined person. In short' it is safe portal based software which provides the user accessibility. It alerts the user about the various compliances to be done periodically.

Rocguru Portal contains wide range of resolutions' Agenda laws' sections and procedures to be complied with for any particular act. It also covers various specimens of Covering letters' formats' Memorandum and Articles of Associations and many more. '

Basically it will be helpful to professional people like CA/CS/ICWA specially the fresher to get hinAher self well verse with various Company law section and procedures.

It helps in maintenance of'-

1) Company Master Data and Directors detail.

2) History of the Company

3) Preparing of various Notices of Meeting.

4) Preparing of various Minutes of the company meeting

5) Various Statutory Registers of the Company

6) Annual Reports and Annual Returns.

7) Share Certificates.

8) Any many more things.

GREEN INITIATIVE IN CORPORATE GOVERNANCE'

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29' 2011 respectively)' has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses' in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange' corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincer thanks to Bankers' Shareholders' clients' Financial Institutions' customers' suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

PLACE: MUMBAI Sd/-

DATED:29/08/2012 Girraj Agrawal (Chairman)

---

Mar 31, 2011

The Members

The Directors present their 27th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2011.

Financial Results (Amt. In Lacs)

Particulars Year Ended 31/03/2011 Year Ended 31/03/2010

Income 2910.96 121.79

Profit before Dep. & Int. 124.88 45.03

Depreciation 17.51 3.72

Interest 0.00 0.00

Profit after Depreciation & Interest 107.37 41.31

Provision for Taxation 24.57 3.90

Provison for Tax (deferred) 8.61 8.86

Tax Adjustment for earlier years 0.00 0.79

Profit after Tax 74.19 27.76

Net profit/ (Loss) 74.19 27.76

Amount Available for Appropriation 74.19 27.76

Balance carried to Balance Sheet 74.19 27.76

FINANCIAL HIGHLIGHTS

During the year Company's total sales including other income is Rs 2910.96 lacs as compared to Rs.121.79 lacs in the previous year and thereby registering an increase of 2290% as compared to the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Girraj Kishor Agrawal retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

Mr. Samarth Aggarwal, Mr. Sundeep Kalra, Mr. Amit Khanna and Mr. Rishabh Gulati have resigned from the post of Directors with effect from July 13, 2011

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58A of The Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge and ability 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.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

AUDITORS

M/s Pravin Chandak & Associates , Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2010 – 2011.

SUBSIDIARY COMPANY

GSR TECHNO CONSULTANCY PRIVATE LIMITED

The Company is engaged in the business of development of software and allied activites thereto.

SUB DIVISION OF EQUITY SHARES OF THE COMPANY

In order to improve the liquidity of the Company's shares in the stock market and to make it affordable to the small investors, the Board of Directors of the Company (‘the Board') at their meeting held on September 24th, 2010, considered it desirable to sub-divide the nominal value of the equity portion of the authorised share capital of the Company.

The shareholders may please note that presently the nominal value of the equity shares is Rs.10/- each and consequent to the sub-division, subject to SEBI approval and such other statutory and regulatory approvals, each share is being divided into 10 (Ten) equity shares of Re.1/- each.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

SOFTWARE DEVELOPMENT

The company is currently under development of software activities.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup-pliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

PLACE : MUMBAI

DATED : 13/07/2011 Girraj Agrawal

Chairman

---

Mar 31, 2010

The Directors present their 26th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2010.

Financial Highlights

2009-2010 2008-2009 Particulars Year Ended Year Ended 31/03/2010 31/03/2009 (Rs. in lacs) (Rs. in lacs)

Income 121.80 6.69

Profit before Dep. & Int. 45.03 3.64

Depreciation 3.71 0.00

Interest 0.00 0.00

Profit after Depreciation & Interest 41.31 3.64

Provision for Taxation 3.90 1.22

Provison for Tax (deferred) 8.86 0.00

Tax Adjustment for earlier years 0.78

Profit after Tax 27.76 2.42

Net profit/ (Loss) 27.76 2.42

Amount Available for Appropriation 27.76 2.42

Balance carried to Balance Sheet 27.76 2.42

During the year Companys total sales including other income is Rs. There is net profit after tax is Rs 27.76 Lacs compared to Rs.2.42 Lacs in the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr.Pramod Dhamjia and Sundeep Karla retire by rotation at the ensuing Annual General Meeting, and being eleigible offers themselves for reappointment.

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 the accounts for the financial year ended 31st March, 2010 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 financial year and of the profit or loss of the Company for the year under review ;

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

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

AUDITORS

M/s Pravin Chandak & Associates, Chartered Accountants are appointed as Auditors of the Company to fill up casual vacancy caused by resignation of Mr. Manoj Kumar Sharma, Chartered Accountant.

DEPOSITS

The Company does not have any overdue and /or unclaimed Deposits.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup-pliers and employees of Companies for extending support during the year.

BY ORDER OF THE BOARD OF DIRECTORS

Registered Office :

E-109, Crystal Plaza, Girraj Kishore Agrawal

New Link Road, Andheri (W), Chairman

Mumbai - 400 053

Place : MUMBAI Date: 22nd July, 2010

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Mar 31, 2002

The Directors have pleasure in submitting the 18th Annual Report, along with the Audited accounts of the Company for the period ended 31st March, 2002.

FINANCIAL RESULTS

During the financial year, company has done Share Trading activity and earned some interest. Overall performance is highlighted as under: -

Particulars Current Year Previous Year Rs. In thousands Revenue 214.22 502.00

Less: Expenditure 38.82 81.70

Profit before taxation 175.40 420.30

Less: Income Tax/Provision 62.62 227.12

Less: Transfer to General Reserves 00.00 00.00

Profit after Tax and Reserves 112.78 193.18



DIVIDEND

Keeping in view of future expansion, your Directors do not recommend any dividend during the year.

DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Mr. H.B. Agarwal, Director of the Company has resigned w.e.f 11th April, 2002.

Mr. M.B. Agarwal, Director of the Company has resigned w.e.f 11th April, 2002.

Mr. Jagdish Chandra Mundra, Director of the Company is retiring by rotation and has offered

himself for re appointment.

Mr. Pankaj Valia, Additional Director appointed by the Board, w.e.f 10/04/2002 to hold office

till the conclusion of this Annual General Meeting, under section 260 of the Companies Act,

1956 and he being eligible, offers himself for appointment as Director of the Company.

5. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, we, the Directors of Garma Trexim Private Limited state in respect of Financial Year 2001-02 that:-

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

ii. That 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 at the end of the financial year and of the profit of the company for that period.

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The information required in terms of section 217(2A) of the Companies Act, 1956 for the employees who had drawn Rs.24,00,000/- per annum or Rs.2,00,000/- per month for the part of year in employment is Nil.

AUDITORS

The present Auditors of the Company M/s S.K.Khanna & Co. are retiring at the conclusion of this Annual General Meeting and being eligible offers themselves for re-appointment as Auditors of the Company. Your directors recommend their re-appointment.

COMPLIANCE CERTIFICATE

Compliance Certificate in terms of Section 383A of the Companies Act, 1956 is attached herewith.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation to the Bankers and others for their continuous support.

OTHER INFORMATION

Information in terms of section 217(1)(e) of the Companies Act, 1956 (as amended) and the Companies (Disclosure of particulars in Board of Directors) Rule, 1988 are either Nil or not applicable to the Company.

For & on behalf of Board of Directors

Chairman

Place: Mumbai Date: 31/08/2002