Directors Report of Rajkamal Synthetics Ltd.

Mar 31, 2024

The Directors are pleased to present 43^rd Annual Report of Rajkamal Synthetics Limited ("the Company") along with the audited financial statements for the Financial Year ended March 31, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Company''s Financial Performance for the year ended March, 2024 is summarized below:

Particulars	Ended on March 31, 2024 (in Rs)	Ended on March 31, 2023 (in Rs.)
Revenue from Operation	10.61	20.74
Other Income	29.00	16.32
Total Income	39.61	37.06
Cost of Material Consumed	-	-
Purchases of stock-in-trade	12.24	0.00
Changes in inventories of finished goods, and Stock-in-trade	(3.16)	4.51
Employees Benefit Expense	2.80	0.20
Depreciation	1.16	1.66
Finance Cost	0.61	-
Other Expenses	11.18	13.40
/Profit Before Tax (PBT)	14.78	17.31
Tax Expenses	(0.30)	3.31
Profit After Tax (PAT)	15.08	14.00
Share in (loss)/profit of associates	-	-
Profit After Tax (Share in associates)	15.08	14.00
Items that will not be reclassified to Profit & Loss	0.10	0.087
Total Comprehensive Income for they ear	15.17	14.10
PBT Ratio	37.31	46.69
PAT Ratio	38.06	67.50

2. RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

During the year, the Company continued to support new and existing customer growth plans, enhancing our product offerings, focusing on operating efficiencies, expanding sales and marketing efforts.

During the year the Company generated revenue including other income of Rs. 39.61 lakhs against Rs. 37.06 lakhs in previous year. The Company incurred a profit after tax of Rs. 15.16 Lakh during the year as against Rs. 14.01 lakh during the financial year ended March 31, 2023.

3. CHANGE IN NATURE OF BUSSINESS, IF ANY

During the year under review, there is no change in the nature of business of the Company and the Company continues to concentrate on its own business.

4. ANNUAL RETURN

As per requirements of section 92(3) of the Companies Act, 2013, (hereinafter referred as "the Act") read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, including any statutory modifications/amendments thereto for the time being in force, the Annual Return for the financial year 2023-2024 is available on the website of the Company i.e. www.rajkamalsynthetics.com

5. DIVIDEND AND RESERVES

With a view to conserve reserves, your Directors do not recommend any dividend for the financial year ended March 31, 2024. The Company does not propose to transfer any amount to the reserves due to loss incurred in financial year ended March 31, 2024.

6. SHARE CAPITAL

As on March 31,2024 the issued, subscribed and paid up capital of the company stood at Rs. 6,50,00,000 (Rupees Six Crore Fifty lakh only) divided into 65,00,000 (Six Five Lakhs) equity shares of Rs 10/ - (Rupees Ten only). There is no change in the share capital of the company during the financial year.

The Company has not issued shares with differential voting rights, nor sweat equity shares, nor offered any shares under Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

7. LISTING OF SECURITIES AND ANNUAL LISTING FEES

All the equity shares of the Company i.e., 65,00,000 equity shares are listed on BSE Ltd. (BSE). The script code of the Company at BSE is 514028 and ISIN of Company is INE376L01013. The Company has paid the Annual Listing Fees for the year 2023-24 to BSE, where the Company''s shares are listed.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board of Directors

As on the date of this Director''s Report, your Company has 5 (Five) Directors consisting of 2 (Two) Independent Directors, 1 (One) Woman Director, 2 (Two) Executive Directors, including a Managing Director as follows:

1.	Mr. Ankur Ajmera	07890715	Managing Director & Chief Executive Officer
2.	Mr. Arihant Jain	09719724	Executive Director & Chief Financial Officer
3.	Mr. Pankaj Sacheti	09821118	Non-Executive-Independent Director.
4.	Mr. Santosh Bhandari	10087089	Non-Executive-Independent Director.
5.	Ms. Mumal Kanwar	10635766	Additional Executive Director
6.	Mr. Atul Kumar Saboo	10759799	Additional Non-Executive Independent Director

Changes in the Board of Directors

During the year 2023-24, there were following changes:

¦ Mr. Ankur Ajmera resigned as a Managing Director in the Company with effect from April 07, 2023 and got appointed again on the Board as an Executive and Managing Director of the Company with effect from April 25, 2023. He was appointed as Chief Executive Officer of the Company with effect from June 30, 2023.

¦ Mr. Naveen Dubey got appointed as an Executive and Managing Director of the Company with effect from April 25, 2023 and got resigned from the Board of the Company with effect from June 30, 2023.

¦ Mr. Bajrang Singh resigned as a Non-Executive and Independent Director in the Company with effect from June 30, 2023.

¦ Mr. Santosh Bhandari was appointed as a Non-Executive and Independent Director in the Company with effect from June 30, 2023.

¦ Ms. Seema Kothari was appointed as an Executive in the Company with effect from August 22, 2023.

¦ Mr. Raj Manishkumar Mehta was appointed as a Non-Executive Independent Director in the Company with effect from December 18, 2024.

¦ Ms. Shilpi Mandhana resigned as a Non-Executive Independent Director of the Company with effect from January 03, 2024.

Key Managerial Personnel

During the year 2022-2023, there were following changes:

¦ Mr. Ankur Ajmera resigned as a Managing Director in the Company with effect from April 07, 2023 and got appointed again on the Board as an Executive and Managing Director of the Company with effect from April 25, 2023. He was appointed as Chief Executive Officer of the Company with effect from June 30, 2023.

¦ Mr. Naveen Dubey got appointed as an Executive and Managing Director of the Company with effect from April 25, 2023 and got resigned from the Board of the Company with effect from June 30, 2023.

As on March 31, 2024, the Key Managerial Personnel of the Company were as follows:

¦ Mr. Yogesh Chandak: Chief Financial Officer.

¦ Ms. Archana Agarwal: Company Secretary.

¦ Mr. Ankur Ajmera : Chief Executive Officer

The performance evaluation of the Independent Directors was completed.

However as on the date of Director Report following changes in the Key Managerial Personnel took place:

• Ms. Seema Kothari resigned as an Executive director of the Company with effect from May 27, 2024

• Mr. Raj Mehta resigned as a Non-Executive Independent Director of the Company with effect from May 27, 2024.

• Ms. Mumal Kanwar was appointed as Executive Director of the Company with effect from June 18, 2024.

• Mr. Yogesh Chandak resigned as an Executive Director and Chief Financial Officer of the Company with effect from July 05, 2024.

• Mr. Arihant Jain was appointed was an Executive Director and Chief Financial Officer of the Company with effect from July 11, 2024.

• Mr. Atul Kumar Saboo was appointed as Non-Executive Independent Director of the Company with effect from September 05, 2024.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS:

BOARD MEETINGS:

During the financial year 2023-2024, 13 (Thirteen) Board Meetings were held on 25-04-2023, 30-06-2023, 18-07-2023, 22-08-2023, 04-09-2023, 13-09-2023, 14-10-2023, 01-11-2023, 05-122023, 18-12-2023, 04-01-2024, 24-01-2024 and 30-03-2024 and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings. The intervening gap between the meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015 (hereinafter referred to as the SEBI (LODR), Regulations, 2015).

NAME OF MEMBER	Number of meetings attended/number of meetings held during the tenure of 2023-24
Mr. Ankur Ajmera	13/13
Mr. Santosh Bhandari	13/13
Mr. Yogesh Chandak	13/13
Mr. Pankaj Sacheti	13/13
Mr. Raj Mehta	3/13
Ms. Seema Kothari	9/13
Ms. Archana Sarotia	13/13

AUDIT COMMITTEE MEETINGS:

A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Six Audit Committee Meetings were held during the year under consideration. The dates of the said Meetings are 25-04-2023, 18-07-2023, 04-09-2023, 14-10-2023, 01-11-2023 and 2401-2024. The details of composition of the Audit Committee and attendance of the Directors at the Audit Committee Meetings are given below:

Name of Directors	Number of meetings attended/number of meetings held during the tenure of 2023-24
Ms. Shilpi Mandhana	5/6
Mr. Naveen Dubey	1/6
Mr. Santosh Bhandari	6/6
Mr. Ankur Ajmera	6/6
Mr. Pankaj Sacheti	6/6
Mr. Raj Mehta	1/6

NOMINATION AND REMUNERATION COMMITTEE:

Five Nomination & Remuneration Committee Meeting were held during the year under consideration on 25-04-2023, 30-06-2023, 22-08-2023, 18-12-2023 and 24-01-2024. The details of composition of the Nomination & Remuneration Committee and attendance of the Directors at the Nomination & Remuneration Committee Meetings are given below:

Name of Directors	Number of meetings attended/number of meetings held during the tenure of 2023-24
Ms. Shilpi Mandhana	4/5
Mr. Pankaj Sacheti	5/5
Mr. Bajrang Singh	1/ 5
Mr. Santosh Bhandari	5/5

STAKEHOLDER RELATIONSHIP COMMITTEE:

One Stakeholder Relation & Share Transfer Committee Meetings were held during the year under consideration. The dates of the said Meetings are 24-01-2024. details of composition of the Stakeholder Relation & Share Transfer Committee and attendance of the Directors at the Stakeholder Relation & Share Transfer Committee Meetings are given below:

Name of Directors	Number of meetings attended/number
	of meetings held during the tenure of
	2023-24
Mr. Santosh Bhandari	1/1
Mr. Raj Mehta	0/1
Mr. Pankaj Sacheti	1/1

10. DIRECTOR RETIRE BY ROTATION:

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ankur Ajmera Director of the Company (DIN: 07890715), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for reappointment.

11. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Director have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Regulation 16 of SEBI (LODR), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and SEBI (LODR), Regulations 2015.

12. MEETING OF INDEPENDENT DIRECTOR

All As per Para VII (1) of Schedule IV of Section 149 (8) of the Companies Act, 2013, Independent Directors are required to hold at least one meeting without the attendance of

Non-Independent Directors and Annual Report 2023-2024 members of management. Accordingly, such meeting of Independent Directors was held on January 24, 2024. Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole based on certain parameters set by Independent Directors

13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

The Company has a Familiarization Programme which provides Orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Company"s latest Annual Reports, relevant provisions of the SEBI (LODR), Regulations, 2015, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider Trading regulations and other internal policies to help them get a broad view of the Company''s procedures and practices. During the year, there was no appointment of any new Independent Directors and hence the above orientation programme was not relevant.

The detail of the familiarisation policy is available on the website of the Company at weblink www.rajkamalsynthetics.com.

14. FORMAL ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD AND INDIVIDUAL DIRECTORS.

The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.

During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India ("SEBI") on the evaluation of the board of directors of a listed company ("Guidance Note"). The performance of the Board and individual directors 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. In a separate meeting of Independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

15. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.

16. SUBSIDIARY AND ASSOCIATES COMPANIES

As on March 31, 2024, the Company has no Subsidiary or Associate or Joint Venture Company. There are no companies which have become or ceased to be the Subsidiary or Associates or Joint Venture of the Company during the financial year ended on March 31, 2024.

17. DISCLOSURE RELATED TO EMPLOYEE:

The Company pays salary/remuneration to only one employee, Ms. Archana Sarotia, Company Secretary of the Company and hence information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NOT APPLICABLE.

18. COMMITTEES OF THE BOARD

Your Company has required Committees (Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee) as required under the provisions of the Act & rules framed there under and SEBI (LODR), Regulation 2015.

19. SECRETARIAL STANDARD COMPLIANCE

During the year 2023-24, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

20. CONVERSATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to the Company since it is engaged in the business of textile processing activities. The Company had no foreign exchange earnings and outgo during the year. The particulars relating to the Conservation of Energy, Technology Absorption as per Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as below:

A. Conservation of energy-

1. The steps taken or impact on conservation of energy: NIL

2. The steps taken by the company for utilizing alternate sources of energy: NIL

3. The capital investment on energy conservation equipments: NIL

B. Technology absorption-

1. The efforts made towards technology absorption: NIL

2. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

4. The expenditure incurred on Research and Development: NIL

21. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. In the preparation of the Annual Accounts for the year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

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

iii. 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. The Directors had prepared the annual accounts on a "going concern" basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi. 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.

22. STATUTORY AUDITORS AND AUDITORS REPORT

ADV & Associates, Chartered Accountants (FRN No: 128045W) were appointed as Auditors of the Company by the Members in Extra Ordinary General Meeting held on February 6, 2023 to fill the casual vacancy. In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every Annual General Meeting. Accordingly, the notice convening the ensuing Annual General Meeting will not carry any resolution for ratification of appointment of Statutory Auditors.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee. The auditors are appointed for 5 years from the conclusion of this 43^rd Annual General Meeting till conclusion of the 48^th Annual General Meeting to be held in the year 2029.

The Auditor''s Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

23. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

24. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Vaibhav Kakkad & Associates, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Vaibhav Kakkad & Associates, Practicing Company Secretary is attached as an "Annexure-I" to the Directors Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

25. EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMAIRS MADE BY STATUTORY/SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse remarks made by statutory or secretarial auditor in their report for the financial year ended March 31, 2024.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board of Company under Section 143(12) of the Act and Rules framed there under.

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from the Company.

27. DISCLOSURE OF COMMISSION;

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Executive Director were disqualified from receipt of any remuneration or commission from the Company.

28. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified u/s 164(2) of the Act.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31, 2024, the Company has not given any loan or guarantee or provided security, or made investment pursuant to the provisions of section 186 of the Companies Act, 2013.

30. RELATED PARTY TRANSACTIONS AND POLICY

There is no contract or arrangements made during the year with related parties falling under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions

as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

31. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR), Regulations, 2015), the Management''s Discussion and Analysis is set out in this Director''s Report. Management''s Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses.

32. RISK MANAGEMENT

The Company has framed a risk management framework to identify, business risk and challenges across the Company. The risk framework helps us meet the business objectives by aligning operating controls with the mission and vision of the Company. After extensive deliberation on the nature of risk and after adequate risk mitigations steps, the business activities are being carried out under the direct supervision of the Board of Directors of the Company to ensure that no foreseeable risk involved in such an activity which may threaten the existence of the Company.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.

34. DEPOSITS:

During the year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024 falling within the meaning of Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014.

35. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there have been NIL foreign exchange earnings in the Company. There has been no foreign exchange outgo during the year and previous year.

36. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT:

There have been no material changes and commitments which affect the financial position between end of the financial year and the date of this Director''s report.

37. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

38. REVISION OF FINANCIAL STATEMENTS

According to section 131 (1) of the Act, Company is not required to revise the financial statement.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATION.

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

40. NOMINATION AMD RENUMERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.rajkamalsynthetics.com)

41. WHISTLE BLOWER AND VIGIL MECHANISM

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company have established a vigil mechanism for the Directors and employees. The Whistle Blower Policy is framed for carrying out investigation, to conduct the enquiry in fair and unbiased manner, to ensure that complete factfinding exercise has been undertaken and provide a channel to the Directors and employees to report genuine concerns or suspected fraud

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

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an

Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed or reported pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of SEBI (LODR), Regulations, 2015, disclosures regarding environment, social and governance thereof is not applicable to the Company.

44. CORPORATE GOVERNANCE REPORT:

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Report are presently not applicable to the Company as Paid up Equity Share Capital of the Company does not exceed Rs. 1000.00 lakhs and Net Worth of the Company does not exceed Rs. 2500.00 lakhs as on the last day of the previous financial year i.e. 31st March, 2023. As on March 31, 2024, the paid-up equity shares capital and net worth of the Company are 650.00 lakhs and 1100 lakhs respectively. Hence, the Company is exempted under Regulation15(2)(a) of Listing Regulations and consequently it is also exempted from submitting Corporate Governance Report for the year ended March 31, 2024.

45. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the SEBI (LODR), Regulations, 2015, the Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

46. CREDIT RATING

The Company has not obtained any credit rating during the year.

47. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not paid any dividend since inception and accordingly the requirement of transfer of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013 do not apply.

48. STATUTORY INFORMATION

(i) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with

the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.

(ii) The information required under section 197 of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are not applicable to the Company during the financial year ended on March 31, 2023, as there is no employee other than Directors.

(iii) The Company has not accepted or renew any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

(iv) The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

(v) Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

49. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statement'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

50. DISCLOSURES UNDER SECTION 134(3)ffl OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

51. ACKNOWLEDGMENT AND APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

By Order of the Board of Director Rajkamal Synthetics Limited

Ankur Ajmera Managing Director DIN: 07890715

Place: Mumbai

Dated: September 05, 2024

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 34th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2015

FINANCIAL RESULTS : (Amount in Rs.)

Current Previous Year Year 31-3-2015 31-3-2014 Rs. Rs.

Profit/ (Loss) for the Year (6,73,396/-) 59,467/-

Less : Provision for Taxation - 8,246/-

Add : Surplus / (Deficit) on appropriation

brought forward from previous year (54,931,907) (54,983,128)

Profit / (Losses) carried to Balance Sheet (55,605,303) (54,931,907)

DIVIDEND :

In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.1.22 Lacs as against Rs. 6.14 Lacs during the previous year.

FUTURE PLANS:

Your Directors would like to inform that due to downturn in business there has been Loss in Business which your Director are striving to wipe off and with the upturn in Economy your Directors are confident to post better Results Next Year.

DIRECTORS :

Shri Sushil S. Sanghai and Shri Jagdish B. Ladha, Directors retire by rotation and being eligible offer themselves for Re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consists of 4 Directors out of which 3 are Independent Directors, viz Shri Ashok Kumar H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 4 Directors out of which 3 are Independent Directors, viz Shri Sheodutt B. Sanghai - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 4 Directors out of which 3 are Independent Directors, viz, Shri Jagdish B. Ladha - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghai - Director. The constitution of Remuneration Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE :

Your Company's Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Gover- nance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secre- tary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Director.

DIRECTORS RESPONSIBILITY STATEMENT :

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

i. That in preparation of the Accounts for the financial year ended on 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding 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 on 31st March, 2015 on a going concern basis.

ENVIRONMENT:

Information pursuant to the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVELOPEMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditor's Reports are self explanatory and as such they do not require any explanation.

The Appointment of Auditors M/s. N.K. Jalan & Co. approved by the member at the 33rd Annual General Meeting for a period of three years. They hold office as Statutory Auditors until the conclusion of 35th Annual General Meeting, Members are requested to fix their remuneration and retify their re-appointment for the financial year ending 31st March, 2016.

SECRETERIAL AUDIT :

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies Appointment and Remuneration of Managerial Personnel) Rules,2014, the Company had appointed M/s. A. L. Makhija & Co.- Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on 31/3/2015. The Secretarial Audit Report is Attached.

As reported by The Secretarial Auditor and as you are aware Your Company does not have any major revenue earning Business Activities. Therefore No Executive Director for the Company has been appointed. As regards Appointmentof a Qualified Compliance Officer. Your Company is in Process of appointing a Qualified Compliance Officer in near future.

Your Directors would like to acknowledge the co-operation and support received by the Company during the year from its Employees, and business partners.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- (SHEODUTT B. SANGHAI) CHAIRMAN AND MANAGING DIRECTOR (DIN-00048733)

Place : Mumbai Dated : 29th May, 2015

---

Mar 31, 2014

The Members,

The Directors hereby present the 33rd ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS :

(Amount in Rs.) Current Previous Year Year 31-3-2014 31-3-2013 Rs. Rs.

Profit/ (Loss) for the Year 59,467/- 5,20,957/-

Less : Provision for Taxation 8,246/- 99,082/-

Less : Prior period adjustment — —

Add : Transfer from Investment Reserve — —

Less : Capital Receipts Remission on Debentures — (2,99,325)

Add : Surplus / (Deficit) on appropriation brought forward from previous year (54,983,128) (55,105,678)

Profit / (Losses) carried to Balance Sheet (54,931,907) (54,983,128)

DIVIDEND :

In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.6.14 Lacs as against Rs. 10.57 Lacs during the previous year.

FUTURE PLANS:

Your Directors are happy to inform you that due to consistent efforts put in by all involved in running of the Company there has been consistency in working of your Company which can be seen by the Members of the Company which is reflected in the profits earned by the Company during the Current Year, inspite of an Economically adverse year.

DIRECTORS :

Shri Rajendra R. Nangalia and Shri Ashok H. Jakhotia, Directors retire by rotation and being eligible offer themselves for Re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consists of 3 Independent Directors, namely Shri Ashok H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 3 Independent Directors, namely Shri Sheodutt B. Sanghai - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 3 Independent Directors, namely, Shri Jagdish B. Ladha - Chairman, Shri Ashok H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghai - Director. The constitution of Remuneration Committee meets the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE:

Your Company''s Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secretary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

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

i. That in preparation of the Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding 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 on 31st March, 2014 on a going concern basis.

ENVIRONMENT:

Information pursuant to the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVLOPMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year. AUDITORS :

The Observations made in the Auditor''s Reports are self explanatory and as such they do not require any explanation.

The Auditors M/s. N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, Members are requested to re-appoint them and fix their remuneration.

Your Directors would like to acknowledge the co-operation and support received by thrCompany during the year from its employees, financial institution and business partner.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- Place : Mumbai (SHEODUTT B. SANGHAI) Dated : 30th May, 2014 CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2013

To The Members,

The Directors hereby present the 32nd ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS :

(Amount in Rs.)

Current Previous Year Year 31-3-2013 31-3-2012 Rs. Rs.

Profit/ (Loss) for the Year 5,20,957/- 2,40,651/-

Less : Provision for Taxation 99,082/- 73,440/-

Less : Prior period adjustment 2,980/-

Less : Capital Receipts Remission on Debentures (2,99,325) (11,48,915)

Add : Surplus / (Deficit) on appropriation brought forward from previous year (55,105,678) (54,120,994)

Profit / (Losses) carried to Balance Sheet (54,983,128) (55,105,678)

DIVIDEND :

In view of the Carried forward losses of Earlier Years, Your Directors regret their inability to recommend any Dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.10.57 Lacs as against Rs. 8.96 Lacs during the previous year.

FUTURE PLANS :

Your Directors are happy to inform you that due to consistent efforts put in by all involved in running of the Company there has been improvement in working of your Company which can be seen by the Members of the Company which is reflected in the profits earned by the Company during the Current Year.

DIRECTORS :

Shri Sheodutt B. Sanghai and Shri Sushil S. Sanghai, Directors retire by rotation and being eligible offer themselves for Re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consist of 4 directors of whom 3 are Independent Directors, namely Shri Ashok Kumar H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 4 directors of whom 3 are Independent Directors, namely Shri Sheodutt B. Sanghai - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 4 directors of whom 3 Independent Directors, namely, Shri Jagdish B. Ladha - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghi - Director. The constitution of Remuneration Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE :

Your Company''s Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practising Company Secretary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Directors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilty Statement, it is hereby comfirmed.

i. That in 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 material departures.

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

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding 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 31st March, 2013 on a going concern basis.

ENVIRONMENT:

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 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVLOPMENT, TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditor''s Reports are self explanatory and as such they do not require any explanation under Section 217 (3) of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, Members are requested to re-appoint them and fix their remuneration.

Your Directors would like to acknowledge the co-opration and Support received by the Company during the year from its employees, financial institutions and Business Partners.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Place : Mumbai (SHEODUTT B. SANGHAI)

Dated : 29th May, 2013 CHAIRMAN

---

Mar 31, 2012

The Directors hereby present the 31st ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS :

(Amount in Rs.) Current Previous Year Year

Profit/ (Loss) for the Year 31-3-2012 31-3-2011 Rs. Rs.

2,40,651/- 2,42,686/-

Less : Provision for Taxation 73,440/- 46,770/-

Less : Prior period adjustment 2,980/- 23,570/-

Add : Transfer from Investment Reserve -- 369,390/-

Less : Capital Receipts Remission on Debentures (11,48,915) 1,35,708/-

Add : Surplus / (Deficit) on appropriation appropriation account brought forward from previous year (54,120,994) (54,798,438)

Profit / (Losses) carried to balance sheet (55,105,678) (54,120,994)

DIVIDEND :

In view of Carried forward losses of Earlier Years. Your Directors regret their inability to recommend any dividend for the year under Review.

OPERATIONS:

Receipts during the year were of Rs.8.96 Lacs as against Rs.138.97 Lacs during the previous year.

FUTURE PLANS:

Your Directors are happy to inform you that due to consistent efforts put in by all involved in reviving of the Company for the Second consecutive year. Company has been able to post Profits of Rs. 2.41 Lakhs as compared to the profits of Rs. 2.43 lakhs (L. Y.). The Company so as to tide over its present position is considering to engage in Markrting and Manufacturing of Textiles, Synthetics and allied products. The Company is confident that with a better Mix of products and Activities and with present infusion of Capital the Company can achieve good Results in near future.

DIRECTORS :

Shri Rajendra R. Nangalia, Director retires by rotation and being eligible offers himself for re-appointment.

Mr. Ashok Kumar H. Jakhotia and Mr. Jagdish B. Ladha were appointed as Additional Directors w.e.f. 25/01/2012. They hold office up to the date of ensuing Annual General Meeting. Notices have been received in writing from the Members proposing their Appointments as Directors. The Company has also received their consent to act as Directors of the Company.

FIXED DEPOSIT :

The Company has not accepted any fixed depoist from the Public during the year under review.

AUDIT COMMITTEE :

The Audit Committee consist 4 Directors out of whom 3 are Independent Directors, namely Shri Ashok Kumar H. Jakhotia - Chairman, Shri Sheodutt B. Sanghai - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

INVESTORS GRIEVANCE COMMITTEE :

The Investors Grievance Committee consists of 4 Directors out of whom 3 are Independent Directors. Committee consists of Shri Sheodutt B. Sanghi - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Jagdish B. Ladha - Director. The constitution of Investors Grievance Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

REMUNERATION COMMITTEE :

The Remuneration Committee consists of 4 Directors out of whom 3 are Independent Directors, namely, Shri Jagdish B. Ladha - Chairman, Shri Ashok Kumar H. Jakhotia - Director, Shri Rajendra R. Nangalia - Director and Shri Sheodutt B. Sanghi - Director. The constitution of Remuneration Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchange.

CORPORATE GOVERNANCE :

Your Company's Philosophy is to enhance Stakeholders Value by adopting and implementing the best of Corporate Governance practices. A detailed Report on Corporate Governance Compliance duly certified by the Practicing Company Secretary forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required by Clause 49 of the Listing Agreement with Stock Exchange, a Management Discussion and Analysis Report is appended to the Annual Report, it also forms part of this Report of your Directors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilty Statement, it is hereby comfirmed.

i. That in preparation of the Accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding 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 31st March, 2012 on a going concern basis.

ENVIRONMENT:

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 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was N I L.

RESEARCH & DEVLOPMENT. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :

As there is no Manufacturing activity hence information pertaining to Research & Development etc is not given.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year. AUDITORS :

The Observations made in the Auditor's Reports are self explanatory and as such they do not require any explanation under Section 217 (3) of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, Members are requested to re-appoint them and fix their remuneration.

ACKNOWLEDGEMENTS :

Your Direcrors take this opportunity to express their sincere Appreciation for the excellent support and co-opration extended by Debenture holders, Creditors, Shareholders, Employees, Bankers, Financial Institutions and other Business Associates in helping the Company to become a Zero Debt Company with a Positive Net Worth. Your Company's Directors are putting in all possible efforts to improve the activities of the Company but the future of the Company depends to a large extent on the Financial Assistance and support from the Banks and Financial Institutions.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai (SHEODUTT SANGHAI)

Dated : 7th August, 2012 CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2011

The Directors hereby present the 30th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS :

(Amount In Rs.)

Current Previous Year Year 31-3-2011 31-3-2010 Rs. Rs.

Profit/(Loss) for the Year 2,42,686 1,214,052

Less : Provision for Taxation 46,770 187,570

Less : Prior period adjustment 23,570 19,671

Add : Trasfer from Investment Reserve 369,390 -

Add : Surplus / (Deficit) on appropriation account brought forward from previous year (54,798,438) (55,805,249)

Profit / (Losses) carried to balance sheet (54,256,702) (54,798,438)

DIVIDEND :

In view of Carried forward losses of Earlier Years. Your Directors regret their inability to recommend any dividend for the Yaer under Review.

OPERATIONS:

Sales during the year were of Rs.138.97 Lacs as against Rs.358.67 during the previous year.

FUTURE PLAN :

Your Directors are happy to inform you that due to consister efforts put in by all involved in running of the Company. There has been turnaround in Working of you Company which can be seen by the members from the results of the Company. The Director have been successful in getting Your Companys Equity Shares Listed on Bombay Stock Exchange and Trading of your Companys Shares is now done in Dematerialisted Mode.

In spite of Best efforts of the Company, settlement with the Other Institutional Debenture Holders, our request is pending in respect of the settlement of their Balance OTS amount as requested by the Company to Canara Bank, New Indian Assurance Co Ltd and National Insurance Co Ltd. We are informed that Settlement of Balance Outsanding Debenture in OTS is under their favourable consideration.

For the Issue of Shares to Creditors and their nominees, Promoters, Co Associates partners, Company has applied to Bombay Stock Exchange for obtaining the permission to issue the shares to the existing creditors and their nominee Promoters Associates and Co- partners but the company has recevied the letter from Bombay Stock Exchange which reads as under:

"Allotment pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of such resolution:

After getting the approval in Annual General Meeting from the share holders, which is mandatory we shall apply to Bombay Stock Exchange and after geting the necessary approval we will issue the shares and paid up capital of the company will incessary from 225 lacs to 650 lacs. With the increase of paid up capital company shall be a zero debt company and its financial net worth should improve from Negative net worth to Positive net worth. This would result in improvement in the activity of the company.

Your Company intends to issue the shares as under :

Conversion of Loan to Creditors at Rs 10/-at par 28.00 lakhs shares

Allotment to Promoters/Associates 14.50 lakhs shares

Co-partners at Rs 10/- at par

Total 42.50 lakhs

DIRECTORS :

Shri Sushil S. Sanghai, Director retires by rotation and being eligible offers himself for reappointment.

FIXED DEPOSIT:

The Company has not accepted any fixed depoist from the Public during the year under review.

DIRECTORS RESPONSIBILITY STAEMENT:

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

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

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

iii. That the Directors have taken prior and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding 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 31st March 2011 on a going concern basis.

ENVIRONMENT:

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 are not given since there was no manufacturing activity during the year under review. Foreign exchange earning / outgo during the year and also during the previous year was NIL.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditors Reports are self explanatory and as such they do require any explanation under Section 217 of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, members are requested to re-appoint them and fix their remuneration.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(SHEODUTT SANGHAI) CHAIRMAN

PLACE : MUMBAI DATED : 30TH APRIL, 2011

---

Mar 31, 2010

The Directors hereby present the 29th ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

(Amount in Rs.)

Current Previous Year Year 2009-10 2008-09 Rs. Rs.

Profit/(Loss) for the Year 1,214,052 1,783,672

Lees : Provision for Taxation 187,570 183,720

Less : Prior period adjustment 19,671 -

Add : Surplus/ (Deficit) on appropriation account brought forward from previous year (63,034,463) (64,634,415)

Profit / (Losses) carried to balance sheet (62,027,652) (63,034,463)

DIVIDEND : : z

In view of earlier losses, your Directors regret their inability to recommend any dividend.

OPERATIONS:

Sales during the year were of Rs.35,866,921 as against Rs.88,12,163 during the previous year.

REVIVAL PLAN :

Your Directors are making all possible efforts to revive the Company. To revive the Company, need base relief/concession and assistance are required from the existing debenture holders, unsecured loan holders, from Sundry creditors and from Bombay Stock Exchange.

At present your company has no asset. The company has negative net worth of Rs. 319.29 lacs. The company has identified a Co- partner who has agreed in principal to provide your company need base assistance and finance for the revival of the company subject to company obtaining necessary approvals from requisite authorities such as :

1. Revocation of suspension of trading at BSE.

2. Dematerialization of shares

3. Conversion of Unsecured loan/sundry creditors loan into fresh equity shares of the company etc.

4. Settlement with the UTI (Term Lending Institution and majui Debenture Holder)

5. Settlement with the other Institutional Debenture Holders. Your Directors are pleased to inform you that:

1. The company has approached to UTI and submitted the reason of the deterioration of financial health of the company. The company had started the erection a modern process house at Sachin in Surat in the year 1986-87 and had purchased the latest modern plant, partly imported and partly indigenous and the plant and machinery including the electrical installation had been completed upto March, 1990 with a cost of :

Plant and Machinery 796.26 lacs

Electrical installation 62.99 lacs

Totai 859.25 lacs

To finance the project of modern process house at Sachin in Surat company had issued debentures of Rs. 405 lacs and had obtained term loan facilities from ICICI Bank and UTI.

The above plant and machinery including electrical installation was damaged in the cyclone in the year 1992 in Surat and the damage was to such an extent that it could not be repaired. The company could not restore the production and since then the industries was forced to close its operation, ICICI Bank as a lead institution had to sale the damage plant and machinery including electricals in a scrape value at Rs. 175 lacs. The company had suffered a capital loss due to the natural climaties (Act of God).

Cost of plant and machinery including electricals 859.25 lacs

Sale value of plant and machinery including electricals 175.00 lacs

Capital loss on sale 684.25 lacs

Due to above capital loss the entire capital of the company had been eroded over and above, the positive net worth of the company wiped out and due to the capital loss, company has a negative net worth of Rs. 353 lacs.

UTI has considered that revival of the Company is in the interest of all. They have considered our proposal of the settlement of the balance outstanding over OTS favourably. Company has paid 20.50 lacs towards full and final settlement of its balance outstanding under OTS (in respect of term loan and debenture amount)

2. The BSE has revoked the suspension of trading of shares and trading has started at Bombay Stock Exchange from 19.02.2010.

3. For the dematerialization of shares company has received the approval from CDSL & NSDL. The ISIN No. is INE376L01013. Shareholders are requested to dematerialise their shares either with the CDSL or NSDL.

4. The company has already approached with the other debenture holders with a request to settle their balance OTS amount on the line of the settlement, which Company has made with the UTI.

Favourable reply from debenture holders are awaited.

5. The company has approached to the unsecured loan holders and sundry creditors and they have agreed in principle to convert their outstanding into the proposed equity shares of the Company either in their names, or in the name of their associates, or in the name of their nominees, subject to the company shall be in a position to implement the revival scheme with the help of the co-partner.

6. After getting the acceptance letter from the exiting debenture holders in respect of the settlement of their balance OTS amount as requested by the company, Co-partner shall provide the amount for the payment and co-partner shall start the process for the revival of the company.

With the negative net worth of the Company revival is little difficult but not impossible. We hope for the better and pray to god for its revival. We assure that your Directors shall make all possible efforts for the revival of the company.

DIRECTORS :

Shri Sheodutt Sanghai, Director retires by rotation and being eligible offers himself for re-appointment.

FIXED DEPOSIT :

The Company has not accepted any fixed deposit from the Public during the year under review.

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

(iii) That the Directors have taken prior 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.

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

ENVIRONMENT :

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 are not given since there was no manufacturing activity during the year under view. Foreign exchange earning/outgo during the year and also during the previous year was NIL.

PARTICULARS OF EMPLOYEES :

No employee has drawn a remuneration of Rs. 24,00,000/- per annum nor Rs. 2,00,000/- per month during part of the year.

AUDITORS :

The Observations made in the Auditors Reports are self explanatory and as such they do require any explanation under Section 217 of the Companies Act, 1956.

The Auditors M/s N.K. Jalan & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re-appointed, members are requested to re-appoint them and fix their remuneration.

Your Directors would like to acknowledge the co-operation and Support received by the Company during the year from its employees, financial institutions and Business Partners.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE : MUMBAI SHEODUTT SANGHAI

DATED : 16th August, 2010 CHAIRMAN