Directors Report of Ridhi Synthetics Ltd.

Mar 31, 2024

Your Directors have pleasure in submitting their 43^rd Annual Report of the Company together with
the Audited Statements of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures are
given hereunder:

(Audited) (Amount in Lacs)

Particulars	Financial Year ended 31.03.2024	Financial Year ended 31.03.2023
Total Income	234.02	88.89
Profit before Interest, Tax & Depreciation	188.95	43.69
Less: Depreciation	3.59	0.10
Profit before Tax	185.36	43.59
Profit before Tax after Extraordinary Items	-	-
Less: Provision for Income Tax i) Current Tax	44.67	2.74
ii) Deferred Tax	(8.93)	(2.72)
iii) Mat Credit	-
iv) Income Tax for earlier year	-	(1.75)
Net Profit/ (Loss)	149.62	45.32

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Total Income for the financial year 2023-2024 is Rs.234.02 lacs as compared to Previous financial
year 2022-2023 was Rs. 88.89 lacs.

During the Year, the Company has incurred a profit of Rs. 149.62 lacs against the profit of Rs. 45.32
lacs in the previous financial year

The said shares are listed on The Bombay Stock Exchange Limited

3. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

4. DIVIDEND

No Dividend is being proposed for the current financial year.

5. TRANSFER TO GENERAL RESERVE

During the year under review, your directors have not transferred any amount to general reserves
except the profit for the financial year 2023-24.

6. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act, 2013, deposits / dividend remaining
unclaimed for a period of seven years from the date they become due for payment have to be transferred
to Investor Education & Protection Fund (IEPF) established by the Central Government.

During the year under review, there has been no any unclaimed deposit/dividend remaining to transfer.

7. PUBLIC DEPOSITS

During the Financial Year 2023-24, your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014 as amended upto date.

8. BOARD OF DIRECTORS

The Composition of the Board of Directors as on date of signing this report as follows:

Name	Category	Designation	Date of appointme nt	Directorship in other Listed Companies	Chairmanship of Committees of Board of other Companies	Membership of Committees of Boards of other companies
@Mr. Vishal Chaturvedi	Executive and Non Independent Director	Whole Time Director	16th February, 2023
Ms. Deepa Rupesh Bhavar	Non Executive and Non Independent Director	Non Executive Director	29th May, 2015	3		3
Mr. Jash Dalia	Non Executive and Independent Director	Independent Director	30th March, 2021
AMr. Pratik Parag Parekh	Non Executive and Independent Director	Independent Director	19th April, 2023	1	1	1

@Mr. Vishal Chaturvedi was appointed on the Board w.e.f. 16.02.2023 as an Whole Time Director. His
appointment was further approved by the Shareholders of the Company in the EGM held on 15.05.2023.

^AMr. Pratik Parag Parekh was appointed on the Board w.e.f. 19.04.2023 as an Independent Director. His
appointment was further approved by the Shareholders of the Company in the EGM held on 15.05.2023.

Further, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Mrs. Deepa Bhavsar is retiring by rotation at the 43^rd Annual General Meeting and
being eligible has been recommended for re-appointment as a director liable to retire by rotation by
the Board.

A brief resume and other details as required under the Act and Listing Regulations for re-appointment
of Directors is provided in the Notice of the 43^rd AGM of your Company.

9. KEY MANAGERIAL PERSONNEL(S) (KMP)

Following were the KMP during the Financial Year ended 3 1^st March, 2024

Name	Designation
Mr. Vishal Chaturvedi	Whole Time Director
Mr. Ajay Kumar	Company Secretary and Compliance officer
Mr. Sunil Sharma	Chief Financial officer

10. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director during the year ended 3 1^st March, 2024:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholder Relationship Committee

Details of all the above Committees of the Board as on the date of signing this report are as follows;-
AUDIT COMMITTEE

Your Company has an Audit Committee in compliance with the provisions of Section 177 of the
Companies Act, 2013.

The Audit Committee of your Company comprises of the following members:-

Name of Members	Category	Designation
Mr. Pratik Parekh	Independent Director	Chairman
Mr. Jash Dalia	Independent Director	Member
Mrs. Deepa Rupesh Bhavsar	Non Executive and Non Independent Director	Member

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent. Members of
the Audit Committee possess financial/accounting expertise/ exposure.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has a Nomination and Remuneration Committee in compliance with the provisions of
Section 178 of the Companies Act, 2013, which amongst others is responsible for identifying and
recommending persons who are qualified to become directors or appointed as part of senior
management of the Company and laying down remuneration policy.

The Nomination and Remuneration Committee of your Company comprises of the following Directors
as members:-

Name of Members	Category	Designation
Mr. Pratik Parag Parekh	Independent Director	Chairman
Mr. |ash Dalia	Independent Director	Member
Mrs. Deepa Rupesh Bhavsar	Non Executive and Non Independent Director	Member

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent.
STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder''s Relationship Committee to redress the complaints of the
shareholders.

The Stakeholder Relationship Committee of your Company comprises of the following Directors as
members:-

Name of Members	Category	Designation
Mr. Pratik Parag Parekh	Independent Director	Chairman
Mr. |ash Dalia	Independent Director	Member
Mrs. Deepa Rupesh Bhavsar	Non Executive and Non Independent Director	Member

Apart from Mrs. Deepa Rupesh Bhavsar, all other Committee members are Independent.

11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTOR APPOINTED DURING THE YEAR.

There is change in the F.Y. 2023-24, Mr. Nikunj Shah resigned from the Board w.e.f. 10.04.2023 and Mr.
Pratik Parag Parekh was appointed on the Board w.e.f. 19.04.2023 as an independent Director and was
further approved by the Shareholders of the Company in the EGM held on 15.05.2023.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submit its responsibility Statement:—

(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 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. Internal financial control means
the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of
its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

(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.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2018 (“SEBI LODR Regulations”)
is given separately forming part of this Annual Report.

14. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of the Company
is less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not applicable on the Company
in terms of Securities and Exchange Board of India (Listing Obligation and Disclosure requirement)
Regulations, 2015.

15. AUDITORS

(i) Statutory Auditors

M/s. SVP & Associates, Chartered Accountants (ICAI Registration no. 003838N) Mumbai were
appointed as the Statutory Auditor of the Company for a period of 5 (Five) years, from the conclusion
of 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting hereafter.

AUDITORS’ REPORT

The Report given by M/s SVP & Associates on the financial statement of the Company for the year 2023¬
24 forms part of the Annual Report. There has been no qualification, reservation or adverse remark or
disclaimer in their Report.

(ii) . Secretarial Auditor & the Secretarial Audit Report

Mr. Hitesh Gupta, Practicing Company Secretary was appointed as Secretarial Auditor by the Board of
Directors for the financial year 2023-24 and this report forms part of the Annual Report.

(iii) Cost Auditor and Cost Records

Not Applicable.

16. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act, 2013 and rules framed thereunder,
your Company has appointed M/s. Joy Dalia & Co., Chartered Accountants as an Internal Auditors of
the Company for the Financial year 2023-24 and takes their suggestions and recommendations to
improve and strengthen the Internal Control Systems.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company have not reported
any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made thereunder.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standard
issued by the Institute of Company Secretaries of India (ICSI) {SS 1 and SS2} respectively relating to
meetings of Board and Committees which have mandatory applications.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

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

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

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy,
technology absorption is not applicable to the Company as the Company is not involved in any
manufacturing processing.

Foreign exchange earnings and outgo of the Company are Nil during the financial year 2023-24.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions are not applicable to your Company.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

All related party transaction entered during the year 2023-24 were in ordinary course of the business
and at arm''s length basis. No material related party transactions i.e. transactions exceeding 10% of the
annual consolidated turnover as per the last audited financial statement, were entered during the
Financial Year by your Company. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Companies Act, 2013, in Form AOC 2 is not applicable to your Company
and hence does not form part of this report.

Members may refere to note no.28 to the financial statement which sets out related party disclosures
pursuant to IND AS-24.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR
REPORTS

There were no qualification, reservation or adverse remarks made by the either by the Auditors.

25. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the
appointment and payment of remuneration to directors and KMPs. The said policy is available on website
www.ridhisynthetics.com/Financial-Investor-Relations.html.

26. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act
2013, read with Rule 12 of the Companies(Management and Administration) Rules, 2014, a copy of the
Annual Return is placed on the website of the company and can be accessed at
www.ridhisynthetics.com/Financial-Investor-Relations.html.

27. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

The Company has conducted 5 (Five) Board meetings during the financial year under review.

The Board meet 5 times during the financial year 2022-23 viz. April 19, 2023, May 29, 2023,

August 1 1,2023, November 10, 2023, and February 13, 2024.

The maximum time gap between any two board meetings was note more than 120 days. As
required under regulation 17 of SEBI Listing regulation, Section 173 of the Companies Act,

2013 and secretarial standards on meeting of the Board of Directors.

28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the financial
year 2023-24.

29. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
25(8) of SEBI (LODR) Regulations, 2015 (“LODR”) so as to qualify themselves to be
appointed as an Independent Directors under the provisions of the Companies Act, 2013 and
the relevant rules and that there is no change in the circumstances as on the date of this
report which may affect their status as an independent director.

Your Board confirms that in its opinion, all the independent directors fulfill the conditions
prescribed under the Act and LODR and they are independent of the Company and its
management. All the independent directors on the Board of the Company are registered with
the Indian Institute of Corporate Affairs (IICA), Manesar, Gurgaon, Haryana-122052 as
notified by the Central Government under Section 150(1) of the Companies Act, 2013 and
have cleared the online proficiency self-assessment test.

30. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement
the Risk Management Policy for the Company including identification therein of elements of risk, if any,
which is in the opinion of the Board may threaten the existence of the Company.These are discussed
at the meeting of the Audit Committee and the Board of Directors of the Company.

At present, the Company has not identified any element of risk which may threaten the existence of the
Company.

The Audit Committee has been entrusted with the responsibility of overseeing various organizational
risks (strategic, operational and financial). The Audit Committee also assesses the adequacy of mitigation
plans to address such risks. Risks are categorised into Strategic, Financial, Operational, Compliance &
Reputational. ERM risk assessments covering Company''s various businesses and functions are a key
input for the annual internal audit program. During the year, the focus was on reviewing effectiveness
of actions taken to mitigate business, cyber security and other operational & Compliance risks.

31. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL
MECHANISM

The Company has established a vigil mechanism and overseas through the Audit committee, the genuine
concerns expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns. The Company
has also provided direct access to the chairman of the Audit Committee for reporting issues concerning
the interests of co employees and the Company. The Whistle Blower Policy is available on the website
of the company viz., www.ridhisynthetics.com/Financial-Investor-Relations.html.

32. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. Issue of Equity Shares with Differential Rights

The Company does not have any equity shares with differential rights.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

33. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design
effectiveness and operational effectiveness to ensure reliability of financial and operational information
and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process
resulting in financial discipline and accountability.

34. 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 significant and material orders have been passed by the regulators or courts or tribunals, impacting
the going concern status and company''s operations in future.

35. RATIO OF REMUENRATION OF THE WHOLETIME DIRECTOR & KMP TO THE
MEDIAN EMPLOYEE’S REMUENERATION AND OTHER DETAILS ARE AS UNDER

Name of Director/ KMP	Remuneration (In Rs. Lakhs)	Ratio of Directors Remuneration to Median Remuneration	Percentage Increase in Remuneration
Mr. Vishal Chaturvedi	9.60	-	NA
Mr. Ajay Kumar	2.64	-	0.76%
Mr. Sunil Sharma	20.40	-	NA
Other Director/KMP	-	-	-

Mr. Vishal Chaturvedi and Mr. Sunil Sharma were appointed on 16^th February, 2023.

(i) The Median Remuneration of Employees is Rs.9.60 Lakhs.

(ii) The Company has 3 Employees on the rolls of Company as on 31^st March, 2024 and all of
them are Permanent Employees.

(iii) During the Year 2023-24, there is increase in the salary of Employees.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

36. Information required with respect to Section 197(12) of the Companies Act, 2013 Read
With Rule 5(2) Of The Companies (Appointment And Remuneration Of Managerial
Personnel) Rules, 2014

None of the employee drawn remuneration more than of Rs. 1 Crore 2 Lakh per annum or Rs. 8.50
Lakh per month if any part of the year. Hence the provision of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of The Companies (Appointment and Remuneration Of Managerial Personnel)
Rules, 2014 are not applicable for the period under review.

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

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in the premises of the Company. Your Company always endeavours to create and
provide an environment that is free from discrimination and harassment including sexual harassment.

In view of the same, your Company 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 the rules framed there under for
prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, your Company has not received any complaint from any of its employee,
hence, no complaint is outstanding for redressal.

38. ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during
the year, which was approved by the Board of Directors. The Policy provides for evaluation of the
Board, the Committee of the Board and individual Directors, including the Chairman of the Board.

The policy provides that evaluation of the performance of the Board as a whole, Board Committees and
Directors shall be carried out on an annual basis.

39. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailed understanding
of the activities of the company including specific projects either at the meeting of the Board of Directors
or otherwise. The induction process is designed to build an understanding of the company''s business
and the markets to equip the Directors to perform their role on the Board effectively. Independent
Directors are also taken through various business situations, nature of the industry, business model etc
by way of presentations and discussions. The details of directors induction and familiarisation are
available on the company''s website at www.ridhisynthetics.com/Financial-Investor-Relations.html.

40. INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made, or any proceedings filed against the Company under the Insolvency and
Bankruptcy Code, 2016; hence the requirement to disclose the details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company during the
year along with their status as at the end of the financial year is not applicable

41 DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well
as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with
the Code of Conduct of the Company.

The Company has Code of Conduct for Board members and Senior Management personnel. A copy of
the Code of conduct has been placed on the Company''s website for information of all the members of
the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

42 MISCELLANEOUS

During the year under Review, there was no change in the general nature of business of the Company.

No material change or commitment has occurred which would have affected the financial position of
the Company between the end of the financial year to which the financial statements relate and the date
of the report.

During the year under Review, no funds were raised through preferential allotment or qualified
institutional placement.

43 CAUTIONARY STATEMENT

The information and statements in the Management''s Discussion & Analysis regarding the objectives,
expectations or anticipations may be forward-looking within the meaning of applicable securities, laws
and regulations. Actual results might differ materially from those either expressed or implied in the
statement depending on the circumstances.

44 ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

VISHAL CHATURVEDI DEEPA RUPESH BHAVAR
WHOLE TIME DIRECTOR DIRECTOR

DIN: 10043860 DIN:07167937

Date : Mumbai
Place: 12^th August, 2024

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 33rd Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2014.

FINANCIAL RESULTS

(Rupees in lacs)

YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013

Total Income 84.53 53.04

Total Expenditure 6.98 51.62

PROFIT BEFORE DEPRECIATION 77.55 1.41

Depreciation 2.34 2.80

PROFIT/(LOSS) BEFORE TAX 75.21 (1.38)

Provision for Taxation 13.34 3.83

Prior Period Adjustment (Net) 4.21 0.06

PROFIT/(LOSS) AFTER TAX 57.66 (5.28)

Barring unforeseen contingencies, the performance of the Company in the year 2014-15 is expected to be satisfactory.

DIVIDEND

In order to conserve the resources for development of business of the Company, the Board of Directors regret their inability to recommend dividend for the year 2013-14.

DIRECTORS

Mr. Jai Kumar Jain retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the period under consideration.

PARTICULARS OF EMPLOYEES

During the year under report, the Company has not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory auditors Messrs H.H. Bandukwala & Co. retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

COMPLIANCE

Pursuant to section 383-A(1) of the Companies Act 1956, secretarial compliance certificate from secretary in whole time practice is attached with this report.

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

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure.

(b) That the directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31-03-14 and of the profit of the Company for that year.

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

(d) That the directors have prepared the annual accounts on a going concern basis.

For & on behalf of the Board of Directors

Mumbai (Jai Kumar Jain) (Vijay Doshi) Dated : 30-05-14 DIN - 00093708 DIN - 00375972

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Mar 31, 2013

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the audited financial results for the year ended on 31 st March, 2013.

FINANCIAL RESULTS (Rupees in lacs)

YEAR ENDED YEAR ENDED 31-03-2013 31-03-2012

Total Income 53.04 131.69

Total Expenditure 51.62 11.80

PROFIT BEFORE DEPRECIATION 1.41 119.89

Depreciation 2.80 3.13

PROFIT / (LOSS) BEFORE TAX (1.38) 116.76

Provision for Taxation 3.83 26.52

PROFIT / (LOSS) AFTER TAX (5.22) 90.25

Barring unforeseen contingencies, the performance of the Company in the year 2013-14 is expected to be satisfactory.

DIVIDEND

In order to conserve the resources for development of business of the Company, the Board of

Directors regret their inability to recommehu dividend for the year 2012-13.

DIRECTORS

Mr. Prabhakaran Nair retires by rotation at the ensuing Annual General Meeting and is eligible for reapcointm

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the period under consideration.

PARTICULARS OF EMPLOYEES

During the year under report, the Company has not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory auditors Messrs H.H. Bandukwala & Co. retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

COMPLIANCE

Pursuant to section 383-A(1) of the Companies Act 1956, secretarial compliance certificate from secretary in whole time practice is attached with this report.

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

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

DIRECTORS'' RESPONSIBILITY STATEMENT The Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departure.

(b) That the directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31-03-13 and of the loss of the Company for that year.

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

(d) That the directors have prepared the annual accounts on a going concern basis.

For & on behalf of the Board of Directors

Mumbai

Dated: 30-05-2013 Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2012.



FINANCIAL RESULTS (Rupees in lacs) YEAR ENDED YEAR ENDED

31-03-2012 31-03-2011

Total Income 131.69 47.46

Total Expenditure 11.80 10.34

PROFIT BEFORE DEPRECIATION 119.89 37.12

Depreciation 3.13 3.49

PROFIT BEFORE TAX 116.76 33.63

Provision for Taxation 26.52 4.28

PROFIT AFTER TAX 90.25 29.35

Barring unforeseen contingencies, the performance of the Company in the year 2012-13 is expected to be satisfactory.

DIVIDEND

In order to conserve the resources for development of business of the Company, the Board of Directors regret their inability to recommend dividend for the year 2011-12.

DIRECTORS

Mr. Vijay Doshi retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the period under consideration.

PARTICULARS OF EMPLOYEES

During the year under report, the Company has not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory auditors Messrs H.H. Bandukwala & Co. retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

COMPLIANCE

Pursuant to section 383-A(1) of the Companies Act 1956, secretarial compliance certificate from secretary in whole time practice is attached with this report.

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

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

DIRECTORS' RESPONSIBILITY STATEMENT The Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure.

(b) That the directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent, so as to give a true and fair view those as no 31-03-12 and of the profit of the Company for that year.

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

(d) That the directors have prepared the annual accounts on a going concern basis.

For & on behalf of the Board of Directors

Mumbai

Dated: 28-05-2012 Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2010.

FINANCIAL RESULTS (Rupees in lacs)

YEAR ENDED YEAR ENDED

31-03-2010 31-03-2009

Total Income 276.07 20.06

Total Expenditure 147.09 29.80

PROFIT BEFORE DEPRECIATION 128.99 (9.74)

Depreciation 3.91 5.12

PROFIT BEFORE TAX 125.07 (14.86)

Provision for Taxation 28.03 (0.28)

PROFIT AFTER TAX 97.04 (14.58)





Barring unforeseen contingencies, the performance of the Company in the year 2010-11 is expected to be satisfactory.

DIVIDEND

In order to conserve the resources for development of business of the Company, the Board of

Directors regret their inability to recommend dividend for the year 2009-10.

DIRECTORS

Mr. Prabhakaran Nair retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

FIXED DEPOSITS

The Company has not accepted fixed deposits from the public during the period under consideration.

PARTICULARS OF EMPLOYEES

During the year under report, the Company has not employed any employee whose particulars are

required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory auditors Messrs H.H. Bandukwala & Co. retire at the conclusion of the ensuing Annual

General Meeting and are eligible for re-appointment.

COMPLIANCE

Pursuant to section 383-A(1) of the Companies Act 1956, secretarial compliance certificate from secretary in whole time practice is attached with this report.

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

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm:

(a) That in the preparation of the annual accounts, the applicable accounting standards has been followed alongwith proper explanation relating to material departure.

(b) That the directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31-03-10 and of the profit of the Company for that year,



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

(d) That the directors have prepared the annual accounts on a going concern basis.



For & on behalf of the Board of Directors



Mumbai

Dated: 29-05-2010 Director Director

Statutory Registers