Directors Report of Sarvamangal Mercantile Company Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 41^st Annual Report of the Company together
with the Audited Financial Statement(s) for the year ended March 31, 2024.

1. Financial Performance:

(Rs. In Lakhs)

Particulars	2023-2024	2022-23
Total Income	132.66	155.33
Less: Expenses	85.85	115.55
Profit before tax	46.81	39.78
Less: Tax Expenses
Current Tax	8.25	19.59
Tax adjustment of earlier years	-	(2.87)
Net Profit/Loss for the Period	38.56	23.06

2. Operations of the Company

Total Income for the year ended March 31, 2024 amounted to Rs. 132.66 lakhs as against
Rs. 155.33 lakhs in the previous Financial Year. The Company''s Total Income decreased
by 17.09% over the previous financial year.

Net Profit for the year ended March 31, 2024 amounted to Rs. 38.56 lakhs as against
Rs. 23.06 lakhs in the previous Financial Year. The Company''s Net Profit increased by
40.20% over the previous financial year.

3. Dividend

To conserve the resources the Board of Directors do not recommend any dividend for
the Financial Year 2023-24.

4. Share Capital

The Authorized Share Capital of the Company as on March 31, 2024 is Rs 50.00 Lakhs
and the Paid-up Share Capital as on March 31, 2024 is Rs. 24.90 Lakhs. There was no
change in Share Capital of the Company during the year.

5. Directors and Key Managerial Personnel

During the year, In the Board of Directors and Key Managerial Personnel (KMP) of the
Company from the closure of financial year till the date of signing of this report, the
following changes have taken places:

No Directors are liable to retire by rotation.

Name	DIN	Category/Position
Mrs. Vandana Somani (w.e.f. 21.06.2024)	01218254	Managing Director*	Chairman
Mr. Surendran Nair (w.e.f. 30.05.2024)	06509470	Non-Executive Director	Independent Director
Mr. Rajiv Bafna	01391556	Non-Executive Director	Independent Director
Mr. Varun Somani (w.e.f. 30.05.2024)	00015384	Non-Executive Director	Director

* Mrs. Vandana Somani Joined on the Board on May 30, 2024 as Additional Director of
the Company and on June 21, 2024, she was appointed as Managing Director of the
Company.

During the year there was change in Key Managerial Personnel of the Company. The
Chief Financial Officer & the Company Secretary & Compliance Officer as on the date of
Signing of this Report i.e. June 21, 2024 is as below

Name	Position
Mr. Rakesh Mhande	Chief Financial Officer
Mr. S Venkatesan	Company Secretary & Compliance Officer

Resignation of Directors/KMP during the financial year upto the date of signing of this
report is as below:

Name	DIN	Date of Resignation	Category/Position
Mr. Rajendra Prasad Soni	NA	November 08, 2023	Chief Financial Officer
Mr. Prakhar Gupta	NA	November 08, 2023	Company Secretary & Compliance Officer
Mr. Prakash Deendayal Sharma	05152142	May 30, 2024	Non-Executive Director	Independent Director
Mr. Adarsh Somani	00192609	May 30, 2024	Non-Executive Director	Director
Mrs. Nupur Somani	00816788	June 21, 2024	Managing Director	Chairman

All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
(''the Act''). In the opinion of the Board, they fulfill the conditions of independence as
specified in the Act and the Rules made there under and are independent of the
management.

6. Performance Evaluation of the Board

Pursuant to provisions of the Companies Act, 2013 the Board has carried out an Annual
Evaluation of its own performance, performance of the Individual Directors as well as
the Evaluation of the working of its Committees.

A separate meeting of Independent Directors of the Company, without the attendance
of Non-Independent Directors and members of management, was held on February 13,
2024 as required under Schedule IV to the Companies Act, 2013 (Code for Independent
Directors).

The Board expressed their satisfaction with the evaluation process & the Directors
performance.

7. Meetings of Board

The details of Board Meeting and attendance of Directors during the year under review
are as below:

Board M		eeting Dates			No of meetings attended
Name of Director	27.05.2023	11.08.2023	08.11.2023	13.02.2024
Mrs. Nupur Somani	V	V	V	V	4
Mr. Prakash Sharma	V	V	V	V	4
Mr. Adarsh Somani	V	V	V	V	4
Mr. Rajiv Bafna	V	V	V	V	4

8. Details of Committees of the Board:

At present, the Board has following two (2) Committees:

• Audit Committee and

• Nomination and Remuneration Committee.

a) Audit Committee

The constitution, composition, terms of reference, role, powers, rights, obligations of Audit
Committee are in conformity with the provisions of Section 177 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Meetings of Board and its
Powers) Rules, 2014.

The Audit Committee consists of the following Members as on March 31, 2024:

Name	Designation	Non-Executive/Independent
Mr. Prakash Deendayal Sharma	Chairman	Independent Director
Mr. Rajiv Bafna	Member	Independent Director
Mr. Adarsh Somani	Member	Non-Executive Director

The Audit Committee has adequate powers and detailed terms of reference to play an
effective role as required under Section 177 of the Companies Act, 2013, which inter alia
include overseeing financial reporting processes, reviewing periodic financial results,
financial statements and adequacy of internal control systems with the Management,
approval of related party transactions, recommendation of appointment and remuneration
of Auditors of the Company and etc. During the year, there are no instances where the
Board had not accepted the recommendations of the Audit Committee.

The details of Meeting and attendance of the Audit Committee during the year under review
are as below:

Meeting		Dates			No of meetings attended
Name of Director	27.05.2023	11.08.2023	08.11.2023	13.02.202 4
Mr. Prakash Sharma	V	V	V	V	4
Mr. Adarsh Somani	V	V	V	V	4
Mr. Raiiv Bafna	V	V	V	V	4

Change in Composition of Audit Committee

The Audit Committee was reconstituted w.e.f from May 30, 2024 with the following
members

Name	Designation	Non-Executive/Independent
Mr. Surendran Nair	Chairman	Additional Director (Independent)
Mr. Rajiv Bafna	Member	Independent Director
Mr. Varun Somani	Member	Additional Director (Non-Executive)

b) Nomination and Remuneration Committee and Policy on Directors'' Appointment
and Remuneration

The constitution, composition, terms of reference, role, powers, rights, obligations of
Nomination and Remuneration Committee are in conformity with the provisions of Section
178 and all other applicable provisions of the Companies Act, 2013, read with the
22Companies (Meetings of Board and its Powers) Rules, 2014.

The Nomination and Remuneration Committee consists of the following Members as on
March 31, 2024:

Name	Designation	Non-Executive/Independent
Mr. Prakash Deendayal Sharma	Chairman	Independent Director
Mr. Rajiv Bafna	Member	Independent Director
Mr. Adarsh Somani	Member	Non-Executive Director

The details of Meeting and attendance of the Nomination and Remuneration Committee
during the year under review are as below:

Meeting Dates			No of meetings attended
Name of Director	08.11.2023	13.02.2024
Mr. Prakash Sharma	V	V	2
Mr. Adarsh Somani	V	V	2
Mr. Rajiv Bafna	V	V	2

The purpose of the Nomination & Remuneration Committee shall be to review and to
discharge the Board''s responsibilities related to remuneration of the Managing Director, Key
Managerial Personnel, and Senior Management. The Committee has the overall
responsibility for formulation of criteria of evaluation of Independent Director, identifying
persons who are qualified to become a Director and appointment of Senior Management
Personnel.

The Nomination & Remuneration Committee was reconstituted w.e.f from May 30, 2024
with the following members

Name	Designation	Non-Executive/Independent
Mr. Surendran Nair	Chairman	Additional Director (Independent)
Mr. Rajiv Bafna	Member	Independent Director
Mr. Varun Somani	Member	Additional Director (Non-Executive)

9. Risk Management and Internal Financial Control Systems and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its Business & risk management including adherence to the Company''s Policies,
the safeguarding of its Assets, the prevention and detection of frauds and errors, the
accuracy and the completeness of the accounting records and timely preparation of reliable
financial disclosure and other regulatory and statutory compliances and there were no
instance of fraud reported during the year under review.

The Company''s internal control systems are commensurate with the nature of its business,
the size and complexity of its operations and such internal financial controls with reference
to the Financial Statements are adequate.

10. Particulars of contracts or arrangements with related parties.

The Company does not have any contract or arrangement or transaction with related party
in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be
provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is not
applicable and need not to be furnished.

The Disclosures as required under IND AS - 24 ''''Related Party Disclosures'''' notified under
Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming
part of the Financial Statements.

11. Auditors

a) Statutory Auditors

At the Annual General Meeting of the Company held on September 30, 2022, R. Soni & Co.,
Chartered Accountants (FRN No. 130349W), were appointed as Statutory Auditors of the
Company to hold office from conclusion of 39^th Annual General Meeting until the
conclusion of Annual General Meeting to be held in the year 2027. Further, the report of the
Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report.

b) Secretarial Auditor and Secretarial Audit Report

The Board had appointed Ms Mayuri Thakkar, Practicing Company Secretaries,
Membership No. F12337 (COP No. 26189, Peer Review Certificate no. 2858/2022) to
carry out Secretarial Audit under the provisions of Section 204 of the Companies Act,
2013 for the Financial Year 2023-24. The Report of Secretarial Auditor for the Financial
Year 2023-24 is annexed to this report as Annexure IV.

The Board in its meeting held on May 30, 2024 has appointed M/S Smita Prabhu &
associates, Practicing Company Secretary (Membership No. F8337; COP No. 10859, Peer
Review Certificate no. 1536/2021) as the Secretarial Auditor for the financial year
2024-25.

c) Cost Auditor

During the year under review, your Company was not required to maintain cost records
under Section 148(1) of the Act. Hence, the provisions related to appointment of Cost
Auditor is not applicable. Further, no fraud in terms of the provisions of Section 143(12)
of the Act, has been reported by the Auditors in their reports for the year under review.

12. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors,
to the best of their knowledge and ability, confirm that:

(I) that in the preparation of the annual accounts for the year ended 31^st March, 2024 the
applicable Accounting Standards have been followed.

(ii) that the Directors have selected such accounting policies and applied them consistently
and made judgments 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 of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the Provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31^st March, 2024
on a ''going concern'' basis.

(v) that the Directors have laid down internal financial control and that such internal
financial control are adequate.

(vi) that the Directors have devised proper system to ensure compliance with the Provisions
of all applicable laws.

13. Particulars of Loans, Guarantees and Investments.

Particulars of Loans, Guarantees and Investment as required under Section 186 of the
Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules,
2014 are given in Notes forming part of Financial Statements.

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

Information''s as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in
Annexure II forming part of this Report.

15. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel And
Particulars of Employees.

The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of Directors/ Employees of your Company is appended in Annexure I
forming part of this Report.

16. Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism cum Whistle Blower Policy (''Vigil Mechanism'') in
place. The Vigil Mechanism is a system for providing a tool to the employees of the
Company to report violation of personnel policies of the Company, unethical behavior,
suspected or actual fraud, violation of code of conduct. The Company is committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The Board of Directors affirm and confirm that no
employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Company''s website
www.sarvamangalmercantile.in

17. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The Company has in place adopted Policy on Prevention, Prohibition and Redressal of
Sexual Harassment. The policy aims to provide protection to employees at the workplace
and prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto.

Further as there are only 5 employees in the Company, the Company is not required to
constitute Internal Complaints Committee under the provisions of Sexual harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the Financial
Year 2023-24.

18. Annual Return

Pursuant to the amended provisions of Section 92(3) and 134(3)(a) of the Companies Act,
2013, the Annual Return of the Company for Financial Year 2023-24 in Form MGT-7 is
available on the Company''s Website at www.sarvamangalmercantile.in

19. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of this Annual Report and is annexed as Annexure III.

20. Certificate of Non-disqualification of Directors

In terms of Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the certificate of Non¬
Disqualification of Directors as received from Ms Mayuri Thakkar, Practicing Company
Secretaries, Membership No. F12337 (COP No. 26189, Peer Review Certificate no.
2858/2022) is annexed to this report as Annexure V.

21. Other Disclosures/Reporting:

The Directors further state that during the year under review:

a) no amount is transferred to General Reserve;

b) there was no change in nature of Business;

c) the Company does not have any subsidiary, Associate or Joint Venture with other
Companies

d) the Company has not taken any deposits from Public or Shareholders of the Company;

e) there were no significant / material orders passed by the Regulators or Courts or
Tribunals impacting going concern status of your Company and its operations in future;

f) there were no other material changes and commitments affecting the financial position
of the Company which have occurred between the end of the financial year of the
Company to which these financial statements relate and the date of this Report and

g) there are no qualifications, reservation or adverse remark or disclaimer made by the
Statutory Auditors in their Report

22. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
''Meetings of the Board of Directors'' and ''General Meeting'', respectively, have been duly
followed by the Company.

23. Disclosure regarding corporate insolvency resolution process initiated / pending
under the insolvency and bankruptcy code, 2016 (IBC):

There are no proceedings initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

24. Particulars of Employees and Related Disclosures

The Board of Directors wishes to express its appreciation for the outstanding
contribution made by the employees to the operations of the Company during the year.
The Company maintains cordial relationship with its employees.

25. Acknowledgement

The Directors express their deep gratitude for the co-operation and support extended to
the Company by its stakeholders.

For and on behalf of the Board

Vandana Somani Varun Somani

Managing Director Director

(DIN: 01218254) (DIN: 00015384)

Place: Mumbai
Date: June 21, 2024

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the THIRTY FIRST ANNUAL REPORT together with the Audited Statement of Accounts for the year ended March 31,2014.

Financial Highlights :

Rs. In Lacs

Current Year Previous Year

Gross Profit / (Loss) (15.81) (25.30)

Less: Interest 30.79 -

Depreciation 0.63 0.84

Provision for Income Tax - -

Income tax for Earlier Year 0.03 (0.01)

Leaving a Balance (15.64) (26.13)

Balance brought forward from previous year 403.10 429.23

Balance transferred from General Reserve - -

Profit / (Loss) available for appropriation 387.45 403.10

Surplus carried to Balance - Sheet 387.45 403.10

Balance carried to balance sheet 387.45 403.10

DIVIDEND

Your Directors do not recommend any dividend, for the year, under review.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES:

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

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

Since the Company has no manufacturing activities the disclosure of particulars as required under section 217(1)(e) of the Companies Act, 1956 , read with the (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review :

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the financial year ended 31st March , 2014 on a ''going concern'' basis.

CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383A of the said Act.

LISTING / TRADING OF SHARES :

Your Company shares are listed with The Bombay Stock Exchange Limited, PJ Towers, Dalal Street, Mumbai - 400001.

The Scrip code of shares of the company is 506190.

The Listing fee for the current year 2014-2015 has been paid.

DIRECTORS

Mr. Adarsh Somani retires by rotation and being eligible offers him selves for reappointment.

In terms of Section 149, 152 Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri B K Toshniwal and Shri Sanjay Jain as Independent Director of the Company up to 5(five) consecutive years i.e. up to 31st March, 2019.

The brief resume of the aforesaid directors and other information have been detailed in the Notice.

AUDITORS

The Auditors, M/s S G Kabra & Co., Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. S G Kabra & Co. Chartered Accountant (FRN No. 104507W), are being appointed as Auditors as per the resolution included in the Notice of 31st Annual General Meeting.

Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai Adarsh Somani Date : 28th May, 2014 (Director)

B. K. Toshniwal (Director)

Sanjay Jain (Director)

---

Mar 31, 2013

To The Members

The Directors have pleasure in presenting the THIRTIETH ANNUAL REPORT together with the Audited Statement of Accounts for the year ended March 31, 2013.

Financial Highlights :

Rs. In Lacs

Current Year Previous Year

Gross Profit / (Loss) (25.30) 14.85

Less: Interest 7.62

Depreciation 0.84 1.11

Provision for Income Tax 1.80

Income tax for Earlier Year (0.01)

Leaving a Balance (26.13) 4.32

Balance brought forward from previous year 429.23 424.91

Balance transferred from General Reserve

Profit / (Loss) available for appropriation 403.10 429.23

Surplus carried to Balance - Sheet 403.10 429.23

Balance carried to balance sheet 403.10 429.23

DIVIDEND

Your Directors do not recommend any dividend, for the year, under review.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

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

Since the Company has no manufacturing activities the disclosure of particulars as required under section 217(1)(e) of the Companies Act, 1956 , read with the (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review :

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the financial year ended 31st March , 2013 on a ''going concern'' basis.

CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383A of the said Act.

LISTING / TRADING OF SHARES :

Your Company shares are listed with The Bombay Stock Exchange Limited, P.J Towers, Dalal Street, Mumbai - 400001.

The Scrip code of shares of the company is 506190.

The Listing fee for the current year 2013-2014 has been paid.

DIRECTORS

Mr. B. K. Toshniwal retires by rotation and being eligible offers himselves for reappointment.

AUDITORS

The Auditors, M/s. S G Kabra & Co. Chartered Accountants, hold office until the conclusion of the Annual General Meeting and are recommended for re appointment, Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act 1956.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai B. K. Toshniwal

Date : 29th May, 2013 (Director)

Adarsh Somani

(Director)

Sanjay Jain

(Director)

---

Mar 31, 2012

To The Members

The Directors have pleasure in presenting the TWENTY NINTH ANNUAL REPORT together with the

Audited Statement of Accounts for the year ended March 31, 2012.

Financial Highlights: Rs. In Lacs

Current Year Previous Year

Gross Profit / (Loss) 14.85 (120.72)

Less: Interest 7.62 5.73

Depreciation 1.11 1.48

Provision for Income Tax 1.80 0.000

Leaving a Balance 4.32 (127.93)

Balance brought forward from previous year 424.91 552.84

Balance transferred from General Reserve

Profit / (Loss) available for appropriation 429.23 424.91

Surplus carried to Balance - Sheet 429.23 424.91

Balance carried to balance sheet 429.23 424.91

DIVIDEND

Your Directors do not recommend any dividend, for the year, under review.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

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

Since the Company has no manufacturing activities the disclosure of particulars as required under section 217(1 )(e) of the Companies Act, 1956, read with the (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review:

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OFTHE COMPANIES ACT, 1956

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed.

(II) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of 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 31s1 March , 2012 on a' going concern' basis.

CERTIFICATE OF COMPLIANCE:

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383A of the said Act.

LISTING /TRADING OF SHARES:

Your Company shares are listed with The Bombay Stock Exchange Limited, P.J Towers, Dalai Street, Mumbai-400001.

The Scrip code of shares of the company is 506190.

The Listing fee for the current year 2012-2013 has been paid.

DIRECTORS

During the year Shri Rajendra Somani, has resigned from directorship of the Company. The Board thank for his services and support rendered by him to the company.

Mr. Adarsh Somani retires by rotation and being eligible offers themselves for reappointment.

AUDITORS

The Auditors, M/s. S G Kabra & Co. Chartered Accountants, hold office until the conclusion of the Annual General Meeting and are recommended for re appointment Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act 1956.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai

Date :30th May, 2012 Adarsh Somani

(Director)

B. K. Toshniwal

(Director)

Sanjay Jain

(Director)

---

Mar 31, 2011

The Directors have pleasure in presenting the TWENTY-EIGHTTH Annual Report together with the Audited Statement of Accounts for the year ended 31st March' 2011.

Rs. In Lacs Financial Highlights : Current Previous

Year Year

Gross Profit/(Loss) (120.72) 10.76

Less: Interest 5.73 0.56

Depreciation 1.48 1.97

Provision for Income tax 0.00 0.00

Leaving a Balance (127.93) 8.23

Balance brought forward from previous year 552.84 544.61

Balance transferred from General Reserve - -

Profit / (Loss) available for appropriation 424.91 552.84

Surplus carried to Balance Sheet 424.91 552.84

Balance carried to Balance Sheet 424.91 552.84

DIVIDEND :

Your Directors do not recommend any dividend, for the year.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO : Since the Company has no manufacturing activities the disclosure of particulars as required under Section 217 (1) (e) of the Companies Act 1956, read with the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions. There were no foreign exchange earnings and outgo during the year under review :

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to director's responsibility statement, it is hereby confirmed.

a) that in the preparation of the accounts for the financial year ended 31st March'2011 the applicable accounting standards have been followed

b) that the director's 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.

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

d) that the directors have prepared the accounts for the financial year ended 31st March'2011 on a 'going concern' basis. CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached

hereto, as required under section 383 A of the said Act.

LISTING /TRADING OF SHARES: Your Company shares are listed with The Bombay Stock Exchange Limited P.J. Towers, Dalai Street, Mumbai 400 001, but were suspended for trading. The Board is pleased to inform the members that suspension of trading has been revoked by Bombay stock Exchange Limited and the shares are now trade able in Bombay Stock Exchange Limited.

The Scrip code of shares of the company is 506190 The listing fee for the current year have been paid.

DIRECTORS :

Shri B. K. Toshniwal & Shri Sanjay Jain Director of the Company retires by rotation under the Company's Articles of Association and is eligible for re-appointment

AUDITORS :

Members are requested to appoint Auditors for the current year and fix their remuneration, M/s. S.G. Kabra & Co. Chartered Accountants, the existing Auditors have informed their eligibility for re-appointment.

For and on behalf of the Board

RAJENDRA SOMANI (DIRECTOR)

Place: Mumbai ADARSH SOMANI (DIRECTOR)

Date : 25th August'2011 B.K. TOSHNIWAL (DIRECTOR)

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Mar 31, 2010

The Directors have pleasure in presenting the TWENTY-SEVENTH Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS :

Rs. In Lacs

Current Previous Year Year

Gross Profit/(Loss) 10.76 (125.02)

Less: Interest 0.56 0.80

Depreciation 1.97 2.63

Provision for Income tax 0.00 0.24

Leaving a Balance 8.23 (128.69)

Balance brought forward from previous year 544.61 673.30

Balance transferred from General Reserve - -

Profit / (Loss) available for appropriation 552.84 544.61 Surplus carried to Balance Sheet 552.84 544.61

Balance carried to Balance Sheet 552.84 544.61

DIVIDEND :

Your Directors do not recommend any dividend, for the year.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

CONSOLIDATION OF ACCOUNTS:

In accordance with the Accounting Standard 21 issued by ICAI Consolidated Financial Statement forms part of this Report & accounts.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Since the Company has no manufacturing activities the disclosure of particulars as required under Section 217 (1) (e) of the Companies Act 1956, read with the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review :

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed.

a) that in the preparation of the accounts for the financial year ended 31st March2010 the applicable accounting standards have been followed

b) 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.

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

d) that the directors have prepared the accounts for the financial year ended 31st March2010 on a going concern basis.

CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383 A of the said Act.

LISITING :

Your Company is listed with The Bombay Stock Exchange Limited P.J. Towers, Dalai Street, Mumbai 400 001.

DIRECTORS :

Shri Rajendra Somani & Shri Adarsh Somani Director of the Company retires by rotation under the Companys Articles of Association and is eligible for re-appointment

AUDITORS :

Members are requested to appoint Auditors for the current year and fix their remuneration, M/s. S.G. Kabra & Co. Chartered Accountants, the existing Auditors have informed their eligibility for re- appointment.

QUALIFICATION BY AUDITORS

The observation of auditors in their Report on the Accounts read with relevant note is self explanatory.

For and on behalf of the Board

RAJENDRA SOMANI

(DIRECTOR)

ADARSH SOMANI

(DIRECTOR)

B. K. TOSHN1WAL

(DIRECTOR)

Place : Mumbai

Date : 2nd September2010