Directors Report of Rajasthan Petro Synthetics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 42"^d Annual Report and the Audited Financial
Statements for the Financial Year ended March 31^st, 2024.

1. Financial summary or highlights/Performance of the Company

Particulars	2023-24 (Rs. in lakhs)	2022-23 (Rs. in lakhs)
Revenue from Operations	20.45	18.00
Other Income	0.02	0.08
Total Income	20.47	18.08
Operating Expenses	-	-
Employee Benefit Expense	8.06	8.06
Finance Cost	0.45	0.45
Depreciation	-	-
Other Expense	11.64	9.23
Total Expense	20.15	17.74
Profit/ Loss before exceptional item and tax	0.32	0.34
Exceptional Item	-	-
Profit before tax	0.32	0.34
Current Tax	0.05	0.05
Net Profit	0.27	0.29

2. Brief description of the Company''s working during the vear/State of Company''s affair

During the year under review, the Company undertook sub-contract work for a C & F Agent. The
Company earned profit of Rs. 27000/-.

3. Change in the nature of business, ifanv

There is no change in the nature of business during the year under review.

4. Dividend

The Directors do not recommend any dividend for the financial year 2023-24 due to insufficient
profit.

5. Reserves

No amount has been transferred to Reserves duringthe year.

6. Management Discussion And Analysis Report:

Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report is appended to this report.

7. Corporate Governance Disclosures

In compliance with Regulation 34(3) of the Listing Regulations,2015 a separate report on
Corporate Governance along with the a certificate from the Auditors on its Compliance forms an
integral part of this Report.

Certificate from Practicing Company Secretary certifying that none of the Directors have been
debarred or disqualified from being appointed or continuing as Directors of the Company
pursuant to Regulation 34(3) read with schedule V Para C clause (10)(i) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 , is attached to the Corporate
Governance Report.

8. Indian Accounting Standards f IND AST- IFRS Converged Standards

Pursuant to notification of Ministry of Corporate Affairs dated 16^th February, 2015 notifying
(Indian Accounting Standard] Rules, 2015 IND AS is applicable to our Company, w.e.f 01^st April,
2017.

9. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where
the Company’s Shares are listed.

10. Events Subsequent to the date of Financial Statements:

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate on the date of this
report.

11. Directors and Key Managerial Personnel

The Board of Directors is duly constituted with Sh. Rishabh Goel, Sh. Bhagat Ram Goyal,
Mrs. Priyanka Maggo & Shri Kanishka Jain.The above constitution of Board of Directors is as per
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements] Regulations,
2015.

Mr. Kanishka Jain, Non Executive Director, retire by rotation as per section 152 (6] at the
forthcoming Annual General Meetingand being eligible, offer himself for reappointment.

12. Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel] Rules,
2014, Statement of particulars of employees is annexed as Annexure I.

13. Board Meetings

During the year Five (5] Board Meetings were convened and held. The details of which are given in
the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

14. Board Committees

The Company has duly constituted Board level committees namely Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee as mandated by the
applicable laws and as per the business requirements.

The details with respect to Board Committees are provided in the Corporate Governance Report of
the Company which forms part of this report

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obliglations and Disclosure
Requirements]Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance Report.

16. Independent Directors'' Meeting

During the year under review, the Independent Directors met on 12th March, 2024 inter alia, to
discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a
whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of
the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

17. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration.
The Remuneration Policy is stated in the Corporate Governance Report.

18. Vigil Mechanism / Whistle Blower Policy:

The Company has a Whistle Blower Policy to deal with instance of unethical behavior actual or
suspected fraud or violation of the Company''s code of conduct, if any. The details of the Whistle
Blower Policy are posted on the website of the Company.

19. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 and rules made thereunder of the Corporate Social
Responsibility is not applicable to the Company during the financial year under review.

20. Details of Subsidiarv/loint Ventures/Associate Companies

The Company has no subsidiary or joint venture or associate company.

21. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act,2013, the members at the 40^th
Annual General Meeting of the Company held on 30^th September,2022 appointed M/s Saluja &
Associates, Chartered Accountants,(Firm Registration no. 000148NJ as statutory auditors of the
Company from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual
General meeting for a period of five consecutive years. As required under Section 142 of the
Companies Act,2013, a proposal is put up for approval of members for authorising the Board of
Directors of the Company to fix Auditor''s remuneration for the year 2024-25 and thereafter. The
members are requested to approve the same.

22. Auditor''s Report:

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

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Rohit Bhatia & Associates,
Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report
of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory
and do not call for any further comments.

24. Internal Audit & Controls

The Company has appointed M/s MBR & Company LLP as its Internal Auditors. During the year, the
Company implemented their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for safeguarding the assets

of the Company, review of operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal Auditors findings are discussed with
the process owners and suitable corrective actions taken as per the directions of Audit Committee
on an ongoing basis to improve efficiency in operations. The Audit Committee periodically review
internal control system.

25. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Director of the Company is responsible for implementation of
the Code.

All Board Members and the designated employees have confirmed compliance with the
Code.

26. Risk Management Policy

Risk Management Policy is not applicable on our Company during theyear under review.

27. Extract Of Annual Return:

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of
the Act read with Rule 12 of the Companies (Management and Administration) Rules,2014 is
available on the website of the Company at www.rpsl.co.in

28. Deposits

The Company has not accepted any deposits during the year under review. There was no deposit
outstanding at the beginning of the year.

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

No such orders had been passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in future.

30. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.

The audit committee periodically reviews internal control system which are designated to
assured that the overhead level are reduced to the minimum.

31. Particulars of Loans. Guarantees or Investments Under Section 186

No loans, guarantees and investment has been granted by the Company during the financial
year.

32. Particulars of contracts or arrangements with related parties:

There is no a related party contract or arrangement by the company during the reporting

financial year.

33. Obligation of Company Under the Sexual Harassment of Women at workplace
fPrevention. Prohibition and Redressall Act, 2013

The provisions relating to constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 is not
applicable to our Company as the number of employees is below 10 during the year under review.

34. Maintenance of Cost Records under Sub Section f 11 of Section 148 of the Companies
Act, 2013 as Specified by Central Government

The Central Government has not prescribed the maintenance of cost records under Sub Section
(1) of Section 148 of the Companies Act, 2013 for any of the products/services of the Company.

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

The Company has nothing to report under this heading as the Company is not presently involved
in manufacturing or processing activities.

Foreign exchange earnings and Outgo
Foreign exchange earnings during the year - Nil
Foreignexchangespent duringtheyear-Nil

36. Human Resource

There are no Industrial Relation issues during the year under review.

37. Green Initiative

Electronic copies of Annual Report 2023-24 and the Notice of 42^nd Annual General Meeting are
sent to the members whose e-mail addresses are registered with the Company/ Depository
Participant(s).

38. Directors'' Responsibility Statement

The Board of Directors pursuant to clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2 013, state that—

(a) in the preparation of the annual accounts for the financial year ended 31^st March,2024 the
applicable Accounting Standards and schedule III of the Companies Act 2013,have been
followed and there are no material departures from the same,

(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 at the end of the financial year and of the profit
and loss of the company for that period;

(c) 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;

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

(e) the directors, had laid down internal financial controls to be followed by the company and

that such internal financial controls are adequate and were operating effectively.

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

39. Transfer of Amounts to Investor Education and Protection Fund

The Non-convertible Debentures Redemption proceeds which were lying with IDBI Trusteeship
Services Ltd. (Trustees to the Non-convertible Debentures issued by the Company) as unpaid or
unclaimed for a period of Seven Years, have been transferred to the Investor Education and
Protection Fund on 08^,h May,2018.

40. Compliance with Secretarial Standards

The Company is fully compliant with the applicable Secretarial Standards (SS) viz, SS-1 &
SS-2 on meetings of the Board of Directors and General Meetings respectively.

41. Code Of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees. The Code has been posted on the Company''s website www.rpsl.co.in

42. Acknowledgements

The Directors would like to express their appreciation for the continued confidence reposed in
them by the share holders of the Company and look forward to their continued support.

For and on behalf of the Board of Directors
Rajasthan Petro Synthetics Limited

(Rishabh Goel) (B.R. Goyal)

Managing Director Chairman
DIN:06888389 DIN:01659885

Place: New Delhi
Date: 13.08.2024

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Mar 31, 2015

The Members,

The Directors have pleasure in presenting their 33rd Annual Report and the Audit Financial Statements for the Financial Year ended March 31, 2015.

1. Operations:

During the year under review, the Company undertook sub-contract work for a C&F Agent. The Company incurred a loss of Rs. 0.63 lacs against a profit of Rs. 28.03 lacs made last year

2. Change in the nature of business, if any

There is no change in the nature of business during the year under review.

3. Dividend

Since the Company incurred loss during the year, hence your Directors do not recommend any dividend.

4. Reserves

No amount has been transferred to Reserves during the year as the Company incurred loss.

5. Directors and Key Managerial Personnel

Mr. Rishab Goel, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mr. B.R.Goyal retires by rotation & it is proposed to appoint him as an Independent Director for a period of 5 years ending on 31st March 2020.

Ms. Sunita Rana, who was appointed as an Additional Director on 15.12.2014 as Woman Director in Independent capacity hold office up to the ensuing Annual General Meeting and being eligible the Board recommends her appointment for a period of 5 years.

Mr. Manoj Kumar Khemani has vacated his office under section 167(1)(c) as Director of the Company w.e.f. 27.05.2015.

The Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independent in terms of the Companies Act 2015 and Clause 49 of the Listing Agreement.

Mr. K. K. Jha has been appointed as Chief Financial Officer of the Company with for a period of 3 years effect from 26.03.2015.

Mr. K. Sukumaran has resigned as Company Secretary cum Compliance Officer of the Company with effect from 31.12.2014.

6. Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of particulars of employees is annexed as Annexure I.

7. Meetings

During the year Eight Board Meetings and 4 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Board Evaluation

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

9. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

10. Details of Subsidiary/Joint Ventures/Associate Companies The Company has no subsidiary or joint venture or associate company.

11. AUDITORS:

The Auditors, M/s M.B.R & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of 1 year from the conclusion of this Annual General Meeting till the conclusion of next AGM.

12. AUDITORS' REPORT

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

13. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made thereunder, M/s. Mukesh Agarwal & Co, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The minor short comings pointed out in the report has been rectified/ complied with.

14. Internal Audit & Controls

The Company has appointed M/s G.K. Rohra & Co. as its Internal Auditors. During the year, the Company implemented their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

15. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.rspl.co.in under compliance of the listing agreement.

16. Risk management policy

A policy indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, this in the opinion of the Board may threaten the existence of the company has been framed and is given on the company's website at www.rspl.co.in under Risk Management Committee link.

17. EXTRACT OF ANNUAL RETURN:

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

18. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report There is no material changes and commitments affecting the financial position of the company between the end of the financial year of the company to which the financial statements relate and the date of the report.

19. Deposits

No deposits have been received by the Company under Chapter V of the Companies Act, 2013.

20. Particulars of loans, guarantees or investments under section 186 No loans, guarantees and investment has been granted by the Company during the financial year.

21. Particulars of contracts or arrangements with related parties:

There is no related party contracts or arrangement by the company during the reporting financial year.

22. MANAGEMENT DISCUSSION AND ANALYSIS

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

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to our Company as the no. of employee is below 10.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo The Company has nothing to report under this heading as the Company is not presently involved in manufacturing or processing activities.

Foreign exchange earnings and Outgo

Foreign exchange earnings during the year-Nil Foreign exchange spent during the year-Nil

25. Human Resource

Industrial Relation during the year under review, were cordial and peaceful.

26. Directors' Responsibility Statement

The Board of Directors pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

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

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

27. Transfer of Amounts to Investor Education and Protection Fund

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

28. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

30. Acknowledgements

The directors would like to express their appreciation for the continued confidence reposed in them by the shareholders of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Place:New Delhi (S.S.Shaktawat) (B.R.Goyal)

Date : 27.5.2015 Director Director

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Mar 31, 2014

Dear Members,

The Directors present their 32nd Annual Report along with Audited Accounts for the year ended on 31st March, 2014.

Operations

During the year under review, the Company undertook sub-contract work for a C &F Agent and made a net profit Rs. 28.03 lacs. The sub-contract stands terminated w.e.f. 31.3.2014.

Dividend

In view of the negligible profit during the year under review, your Directors express their inability to recommend any dividend.

Deposits

During the year the Company has not accepted any deposits from Public under Section 58 A of the Companies Act, 1956.

Directors

Shri Rishabh Goel (DIN 06888389) joined the Board as an Additional Director on 28th June, 2014 in terms of Article 81 of the Articles of Association of the Company Shri Rishabh Goel holds the office of Additional Director till the conclusion of the Annual General Meeting and resolution for his appointment as director is given in the notice of the Annual General Meeting.

Shri S.S.Shaktawat retires by rotation and being eligible offers himself for re-appointment.

Auditors

M/s. M.B.R & Co., Chartered Accountants, the retiring Statutory Auditors of the Company, have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received certificate from them to the effect that their re- appointment, if made, would be in conformity with the Section 139 of the Companies Act, 2013.

Particulars of Employees

The Company has no employee in receipt of remuneration above the limit specified under section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption

The Company has nothing to report under this heading, as the Company is not presently involved in any manufacturing or processing activities.

Foreign Exchange Earning and Outgo

Foreign Exchange Earning during the year - Nil

Foreign Exchange spent during the year - Nil

Corporate governance

The Company is committed to maintain highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors* Responsibility Statement

We report that:

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

2) The directors have selectrf such accpimt 'm3 policies so as to give a true and fair view of the state of affaire of the

3) Preventing and detecting fraud and the other irregularities;

4) the directors have prepared the Annual Accounts for the year ended 31.3.2014 on a 'going concern basis'.

Acknowledgement

The Directors would like t0 express their appreciation for the continued confidence reposed in them by the shareholders of the Company and look forward to their continued support.

For and behalf of the Board of Directors

Place: New Delhi Date : 28.06 14 (S. S Shaktawat) (B.R. Goyal) Director Chairman

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Mar 31, 2013

Dear Members,

The Directors present their 31st Annual Report along with Audited Accounts for the year ended on 31st March, 2013. Financial Results & Operations

During the year under review the Company had income of Rs. 124.41 Lacs from operations and the net profit of Rs.20.78 Lacs.

Dividend

In view of the negligible profit during the year under review, your Directors express their inability to recommend any dividend.

Deposits

During the year the Company has not accepted any deposits from Public under Section 58 A of the Companies Act, 1956.

Directors

There has been no change in the Board of Directors of the Company. Shri B. R. Goyal is liable to retire by rotation and being eligible offers himself for re- appointment.

Directors'' Responsibility Statement

We report that:

1) in the preparation of the annual accounts,'' the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) the directors have selected such accounting policies so as to give a true and fair view of the state of affairs of the Company;

3) the directors have taken proper and sufficient care 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 the other irregularities;

4) the directors have prepared the Annual Accounts for the year ended 31.3.2013 on a ''going concern basis''.

Auditors

M/s. M.B.R & Co., Chartered Accountants, the retiring Auditors of the Company, have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received certificate from them to the effect that their re-appointment, if made, would be in conformity with the Section 224(1 B) of the Companies Act, 1956.

Particulars of Employees

The Company has no employee in receipt of remuneration above the limit specified under section 217(2A) of the Companies Act, 1956.

Conservation of Energy. Technology Absorption

The Company has nothing to report under this heading, as the Company is not presently involved in any manufacturing or processing activities.

Corporate governance

The Company is committed to maintain highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India''s Corporate Governance practices and having implemented the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. .

Acknowledgement

The Directors would like to express their appreciation for the continued confidence reposed in them by the shareholders of the Company and look forward to their continued support.

For and behalf of the Board of Directors

Place: New Delhi (Manoj Khemani) (B.R. Goyal)

Date : 30.05.13 Director & Manager Director

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Mar 31, 2012

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statement of Accounts for the year ended 31 March, 2012.

Financial Results and Operation

During the year under review the Company had a turnover of Rs 245.18 Lacs and the net profit of Rs.9.22 Lacs

Dividend

In view of the negligible profit during the year under review, Your Directors express their inability to recommend any dividend.

Deposits

During me year the Company has not accepted any deposits from public under Section 56-A of the Companies Act, 1956.

Directors

There has been no change in the Board of Director of the Company. Shri S.S Shaktawat is liable to retire by rotation and being eligible, as offers himself for re-appointment.

Directors' Responsibility Statement

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates mat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date.

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

(iv) the directors have prepared the Annual Accounts for the year ended 31.3.2012 on a 'going concern basis'.

Auditors

M/s M B R & Co., Chartered Accountants, Auditors of the Company retire at the confusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received certificate from them to the effect that their re-appointment. if made, would be in conformity with the Section 224 (IB) of the Companies Act, 1956.

Particulars of Employees

There is no employee under the category whose particulars are required to be given under section 217(2A), as amended of the Companies Act. 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Since the Company is not presently involved in any manufacturing or processing activity, the information regarding conservation of energy, technology absorption and R & D as required to be disclosed is not given.

Foreign Exchange Earning and Outgo

Foreign Exchange earned during the year: Nil

Foreign Exchange spent on traveling during the year Rs 2,35,655/-

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented the stipulations prescribed. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

The Directors would like to express their appreciation for the continued confidence reposed in them by the shareholders of the Company and look forward to their continued support.

For and behalf of the Board of Directors

Place: New Delhi (Manoj Khemam) (B.R. Goyal)

Date: 30.05.12 Director & Manager Director

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Mar 31, 2010

The Directors have pleasure in presenting the 28m Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010.

Financial Results and Operations

During the year under review the Company had a turnover of Rs.35,61,962.00/- and the year closed with a loss of Rs. 17,145/-

Dividend

In view of the loss during the year under review, your Directors express their inability to recommend any dividend.

Deposits

During the year the Company has not accepted any deposits from public under Section 58-A of the Companies Act, 1956.

Directors

Mr. Manoj Khemani retires by rotation and being eligible, offers himself for re-appointment.

Auditors

M/s M.B.R & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received certificate from them to the effect that their re-appointment, if made, would be in conformity, with the Section 224(IB) 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:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(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 March 31, 2011 and of the profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Particulars of Employees

There is no employee under the category whose particulars are required to be given under section 217(2A), as amended of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Since the Company is not presently involved in any manufacturing or processing activity, the information regarding conservation of energy, technology absorption and R & D as required to be disclosed is not given.

Foreign Exchange Earning and Outgo

During the year under review, the company has neither earned nor incurred any Foreign exchange.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented the stipulations prescribed. The Report on Corporate-Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

The Directors would like to express their appreciation for the continued confidence reposed in them by the shareholders of the Company and look forward to their continued support.

For and on behalf of the Board

Place: Delhi (B.R.GOYAL) (G.S.PODDAR)

Dated: 28.08.10 DIRECTOR Managing DIECTOR