Directors Report of Sashwat Technocrats Ltd.

Mar 31, 2024

Your Directors have the pleasure in presenting the 48^thAnnual Report of the Company on the business
and operations of the Company together with the Audited Financial Statements for the financial year
ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company’s performance during the financial year ended March 31, 2024 as compared to the
previous financial year is summarized below:

(Amount in Rs.)

Particulars	Amount
	2023-24	2022-23
Sales & other Income	19,46,247	10,49,415
Less: Expenditure	9,16,298	40,06,966
Less: Exceptional Items	-	-
Profit/(Loss) before tax	10,29,949	(29,57,551)
Less: Tax Expenses	(224)	(10,901)
Other Comprehensive Income	-	-
Profit/(Loss) after tax	10,29,725	(29,68,452)

2. OPERATIONS y

The total income for the year under review was Rs. 19,46,247/- as compared to Rs. 10,49,415/- y

in the previous year. The Company has earned a profit of Rs. 10,29,725/- as compared to a /

Loss of (Rs.29,68,452/-) in the previous year. ;/

3. DIVIDEND J

Your Directors have not recommended any dividend for the financial year 2023-24. <

4. SHARE CAPITAL i

The paid up equity capital as on March 31, 2024 was Rs.30,62,330/- (Rupees Thirty /

Lakhs Sixtytwo Thousand Three Hundred Thirty Only). There was no public Issue, -¦

right issue, bonus issue or preferential issue etc. during the year. The Company has not <

issued shares with differential voting rights, sweat equity shares nor has it granted any ¦

stock options.

5. CHANGES IN THE NATURE OF BUSINESS /

There has been no change in the nature of the business of your Company. ;;

6. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the
Financial year 2023-24.

Form DPT 3 - Reporting of amount not considered as deposit for FY 2023-24 filed by
the company on 20.06.2024 respectively.

7. LOAN FROM DIRECTORS

During the year under review, the company did not borrow any amount from the
directors or relative of the directors.

8. COMPOSITION OF THE BOARD

The present composition of the Board of the Company is as follows:

Sr. No.	Name of Director	Designation	Category
1	Mr. Rohit Doshi	Chairman / Director	Promoter & Non-Executive Director
2	Mr. Manish Jakhalia	Director	Non-Executive Director
3	Ms. Shatabdi Suresh Jadhav	Director	Non-Executive Woman Director

There were no changes in the composition of the Board of Directors during the period under
review.

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association
of the Company, Mr. Rohit Doshi, Director of the Company is liable to retire by rotation at
the forthcoming Annual General Meeting and has offered himself for re - appointment and
the Board recommends his re-appointment.

Based on the confirmations received from Directors, none of the Directors disqualified under
Section 164 of the Companies Act, 2013.

Mr. Prakhar Singh Taunk, Company Secretary and Compliance Officer appointed w.e.f.
01.06.2024 in place of Mr. Akshar Jagdish Patel, Company Secretary and Compliance Officer
who resigned due to his personal reason w.e.f. 13^th May 2024.

9. MEETINGS OF THE BOARD

Eight (8) Meetings of the Board were held during the financial year. The Board Meeting
dates and details of Directors attendance thereat are as given below:

Sr. No.	Date of Board Meeting	Total No. of Directors as on the date of the Board Meeting	No. of Directors present at the Meeting
1	24.05.2023	3	3
2	18.07.2023	3	3
3	09.08.2023	3	3

4	02.09.2023	3	3
5	09.11.2023	3	3
6	15.12.2023	3	3
7	09.02.2024	3	3
8	25.03.2024	3	3

10. COMMITTEES OF THE BOARD:

Board has constituted the following three Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

1) Audit Committee

In terms of section 177(2) read with section 134(3) of the Companies Act, 2013, the Company
constituted Audit Committee. The Audit Committee has been constituted to evaluate and
oversee financial reporting processes, review the financial statements, quarterly, half
yearly/annual financial results, adequacy of internal control systems, discussions with the
Auditors on any significant findings, etc.

a. Composition of the Audit Committee

Name of Member	Designation
Mr. Rohit Doshi	Chairman	Non-Executive Director
Mr. Manish Jakhalia	Member	Non-Executive Director
Ms. Shatabdi Suresh Jadhav	Member	Non - Executive Woman Director

b. Meetings of the Audit Committee

Four (4) Meetings of the Audit Committee held during the financial year. The Audit
Committee Meeting dates and details of Members attendance thereat are as given below:

Sr. No.	Date of Audit Committee Meeting	Total No. of Members as on the date of the Audit Committee Meeting	No. of Members present at the Meeting
1	24.05.2023	3	3
2	09.08.2023	3	3
3	09.11.2023	3	3
4	09.02.2024	3	3

2) Nomination & Remuneration Committee

The Nomination and Remuneration Committee constituted to review and to recommend the
remuneration payable to the Executive Directors and Senior Management of the Company.

a. Composition of the Committee

Name of Member	Designation	Executive, Non - Executive / Independent
Mr. Rohit Doshi	Chairman	Non-Executive Director
Mr. Manish Jakhalia	Member	Non - Executive Director
Ms. Shatabdi Suresh Jadhav	Member	Non - Executive Woman Director

b. Meetings of the Nomination & Remuneration Committee

One Meeting of the Committee held during the financial year. The Nomination and
Remuneration Committee Meeting date and details of Members attendance thereat are as
given below:

Sr. No.	Date of Nomination and	Total No. of Members	No. of Members
	Remuneration Committee	as on the date of the	present at the
	Meeting	Meeting	Meeting
1	24.05.2023	3	3

The Remuneration Policy of the Company envisages as follows:

1. Remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.

2. Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration of the Directors, key managerial personnel and other employees;

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the
Board their appointment and removal.

11. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors. The Nomination and Remuneration
Committee of the Board is entrusted with the responsibility in respect of the same. The
Committee studies the practices prevalent in the industry and advises the Board with respect to
evaluation of Board members. On the basis of the recommendations of the Committee, the
Board carries an evaluation of its own performance and that of its Committees and individual
Directors.

12. REMUNERATION TO DIRECTORS AND EMPLOYEES

No remuneration paid to any Directors except sitting fees during the year under review. As
required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
there are no employee falling under the above category, thus no information is given in the
report.

During the year, the company has paid remuneration of Rs.3,00,000/- to the Company
Secretary and Compliance Officer.

13. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report forms part of this
Annual Report attached as “Annexure B”.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your
Directors confirm that:

a. The Company has followed the applicable accounting standards in the preparation of
the Annual Accounts and there has been no material departure.

b. That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period.

c. That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

d. That the Directors had prepared the annual accounts on a going concern basis.

e. That the Directors had laid down internal financial control which are adequate and
were operating effectively;

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

15. INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has put in place adequate internal financial controls with reference to the
financial statements commensurate with the size and nature of operations of the Company
except Company has not appointed Internal Auditor and such internal financial control over
financial reporting were operating effectively as at March 31, 2024 as per Annexure ‘B’ to the
Financial statement of the company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions are not applicable to your Company.

17. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12(1) 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
http://sashwattechnocrats.com/

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF
ANY)

Your Company has no subsidiary Company, Joint Ventures or Associate Companies
during the year under review.

19 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS

Particulars required to be furnished by the Companies as per Rule 8 of Companies
(Accounts) Rules,2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY

The activities carried out by your Company are not energy intensive. Hence, no step for
Conservation of Energy is required to be taken by the Company. However, Energy
Conservation continues to be an area of high priority for the Company. Constant attention is
given to the cost effective use of energy in all operations.

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION

Technology absorption is not applicable to the Company. However, it is to be noted that the
Company strives to upgrade and update its technology in order to provide better services to
all its stakeholders.

C. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE
EARNINGS AND OUTGO

There are no Foreign Exchange Earnings and outgo during the Financial Year 2023-24.

20. RELATED PARTY TRANSACTIONS

The transactions entered with Related Parties during the financial year 2023-2024 were on an
arm’s length basis and in the ordinary course of business and the provisions of Section 188 of
the Companies Act, 2013 are not attracted. Further, during the year under review, there are no
materially significant related party transactions, which may have a potential conflict with the
interest of the Company at large. Accordingly, the disclosure required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2 is not applicable to the Company.

The company have paid Director Sitting Fees of Rs, 25,000/- to the Director for attending the
meeting during the year under review.

21. MATERIAL CHANGES AND COMMITMENTS

During the year under review, there has been no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations
in future.

22. STATUTORY AUDITOR

M/s. S A R A & Associates, Chartered Accountants (FRN 120927W) were appointed as
Statutory Auditors of the Company, for a term of five years, at the Annual General Meeting
held on 30^th September, 2019 and their term is expiring in the conclusion of the upcoming
Annual General Meeting.

The Audit Committee recommended appointment of M/s JMT & Associates,
Chartered Accountants (FRN 104167W) as the Auditor of the Company for a period
of 5 years starting from the conclusion of upcoming Annual General Meeting till the
conclusion of the Annual General Meeting to be held in year 2029. They have
confirmed that they are not disqualified as Auditors of the Company.

As required under the provisions of Section 139 (1) of the Companies Act, 2013, the
company has received a written consent from M/s. JMT & Associates, Chartered
Accountants, Mumbai (FRN 104167W) to their appointment and a certificate, to the
effect that their appointment, if made, would be in accordance with the Act and the
Rules framed thereunder and that they satisfy the criteria provided in Section 141 of
the Companies Act, 2013.

23. EXPLANATION(S) / COMMENT(S) TO QUALIFICATIONS,
RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE
STATUTORY AUDITORS:

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and
do not call for any further comments except non-appointment of Internal Auditor. The
Auditors’ Report does not contain any qualification, reservation, adverse remark or
disclaimer.

With regard to the appointment of Internal Auditor, company is in process of appointing
Internal Auditor.

24. DETAILS OF FRAUDS REPORTED BY AUDITOR

During the Financial Year 2023-24, the Statutory Auditors have not reported any
incident of fraud to the Board of Directors of the Company pursuant to provisions of
Section 143(12) of the Companies Act, 2013.

25. APPOINTMENT OF COST AUDITOR:

The provision of section 148 of the Act relating to Appointment of cost auditor are
not applicable to the Company.

26. MAINTENANCE OF COST RECORDS

During the Financial Year 2023-24, the Company was not required to maintain any
cost records.

27. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the Rules made there under, Ms.
Manisha Chindarkar (M.No. A46479), Practicing Company Secretary appointed as Secretarial
Auditor of the Company for Financial Year 2023-24. The Secretarial Audit Report issued
attached herewith as “Annexure A”.

Sr. No.	Qualification by the Secretarial Auditor	Managements reply/ clarification
1	The Company has not appointed Internal Auditors	The Company is in process of appointment of Internal Auditor.
2	The Company does not have proper composition of the Key Managerial Personnel i.e. Managing Director/Whole Time Director or Chief Executive Officer & Chief Finance Officer in the Company. Hence, the company is Active Non-Compliant as per the MCA website	The Company is in process of appointment of such number of Directors so as to make the composition of Board and committees in accordance with the applicable rules and regulations.
3	The Company does not have optimum combination of Board of Directors including Independent Directors.	The Company is in process of appointment of Key Managerial Persons and Independent Directors other than company secretary who is already appointed.

28. RISK MANAGEMENT

The Company’s risk management framework identifies and evaluates all the risks that the
organization faces such as strategic, financial, credit, market, liquidity, security, property,
legal, regulatory, reputational and other risks. The Company recognizes that these risks need
to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its
business objectives and enable sustainable growth. The risk framework is aimed at effectively
mitigating the Company’s various business and operational risks, through strategic actions.
Risk management is integral part of our critical business activities, functions and processes.
The risks are reviewed for the change in the nature and extent of the major risks identified
since the last assessment. It also provides control measures for risks and future action plans.
The Company believes that the overall risk exposure of present and future risks remains
within risk capacity.

29. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY
INSIDERS

Your company has in place the code of conduct to regulate, monitor and report trading by
Directors and Designated Employees in order to protect the investor’s interest as per
Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015.
As per the code periodical disclosures and pre-clearances for trading in securities by the
Directors, Designated Employees and Connected Persons is regulated and monitored.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made during the Financial Year
2023-24, if any, have been disclosed in the notes attached to and forming part of the
Financial Statements of the Company prepared for the Financial Year ended March
31, 2024, as per the provisions of Section 186 and Section 134(3)(g) of the
Companies Act, 2013.

31. DETAILS OF INVESTOR’S GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending complaints of
the Shareholders/Investors registered with SEBI at the end of the current financial year ended
on 31^st March, 2024 are NIL.

32. CORPORATE GOVERNANCE

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015,
of Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous
financial year and Net Worth both were not exceeding the limit as given under the regulation
15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015. Therefore, in terms of the said circular the compliance
with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22,
23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C , D
and E of Schedule V, are not applicable to our Company during the year 2023-24.

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

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

34. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED
SUSPENSE ACCOUNT

As on March 31, 2024, there are no shares lying in the demats suspense account or unclaimed
suspense account.

35. VIGIL MECHANISM

The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons
who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit
Committee of the Board of Directors of the Company in appropriate or exceptional cases. The
Audit Committee of the Board has been entrusted with the responsibility of overseeing the
Vigil Mechanism.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. There are no
employees in the company, hence, disclosure under this Act is not applicable to the company.

37. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.

38. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION
DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE
TIME OF ONE TIME SETTLEMENT

During the year, there was no instance of onetime settlement with any Bank or
Financial Institution since there is no borrowing by the company from bank or
financial institution.

39. SECRETARIAL STANDARDS

Your Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India (“ICSI”) as may be amended
from time to time.

40. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co¬
operation received from vendors and members during the year under review.

By order of the Board of Directors
For Sashwat Technocrats Limited

Sd/- Sd/-

Rohit Shantilal Doshi Manish Krishna Murari

Jakhalia

Place: Mumbai Director Director

Date: 05.07.2024 DIN: 03065137 DIN: 01847156

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014

1. SUMMARISED FINANCIAL RESULTS:

(In Lakhs)

Particulars 2013-2014 2012-2013

Total Income 10.35 3.93

Less: Total Expenditure 10.73 4.09

Profit/(Loss) before Tax (0.38) (0.16)

Profit/(Loss) after Tax (2.98) (0.16)

EPS (0.97) (0.05)

2. OPERATIONS:

The company has incurred loss of around Rs. 2.98 Lakhs as compared to last year''s loss of Rs. 0.16 Lakhs.

3. DIVIDEND

In View of loss incurred by the Company; your Directors do not recommend any dividend for the Financial Year ended on 31st March, 2014.

4. CHANGE OF NAME

During the year under review, the Company has changed its name from M/s Zenzy Technocrats Limited to M/s Sashwat Technocrats Limited approval for which was sought from shareholders at the previous Annual General Meeting held on 5th July, 2013.

5. INCREASE OF AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company was increased from Rs. 3,00,00,000/- divided into 30,00,000 Equity Shares of Rs. 10/- each to Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each.

6. DIRECTORS

Mr. Isaac Nadar (DIN No. 01593469) retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Mr. Manish Jakhalia, Director (DIN 01847156) was appointed as an Independent Director of the Company w.e.f. 12.11.2011. It is proposed to appoint him for a tenure from 30th September, 2014 to 31st March, 2019 and Shareholders'' approval is sought for the same at the ensuing Annual General Meeting.

7. FIXED DEPOSITS

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public.

8. AUDITORS

M/s. SARA & Associates, Chartered Accountants (FRN 120927W), Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting. They have offered themselves for reappointment and have confirmed that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. It is proposed to appoint them for the period commencing from the conclusion of this Annual General Meeting till the conclusion of the 43rd Annual General Meeting subject to ratification of their appointment by Shareholders at every Annual General Meeting and fixation of their remuneration by the Board of Directors;

9. AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

10. CORPORATE GOVERNANCE

The Company makes its best efforts to voluntarily ensure proper Corporate Governance in the affairs of the Company and its daily functioning.

11. CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed M/s Purva Sharegistry (India) Private Limited as the Registrar and Share Transfer Agents in place of M/s Ajel Infotech Limited. Members are requested to please take note of the same.

12. PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not given, as none of the employees come under the purview of these provisions.

13. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The details relating to Conservation of energy, Technology Absorption and Foreign Exchange Earning and Outflow required to be attached in terms of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 are not given in view of the nature of activities of the Company. There is no Foreign Exchange earning or outgo during the year under review.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 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 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 and 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

15. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- Manish Jakhalia Rohit Doshi

Place: Mumbai Date: 02.09.2014

---

Mar 31, 2013

To, The Shareholders,

The directors have pleasure in presenting the Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013

1. SUMMARISED FINANCIAL RESULTS:

(In Lakhs)

Particulars 2012 - 2013 2011 - 2012

Total Income 3.93 8.50

Less: Total Expenditure 4.09 11.00

Profit/(Loss) before Tax (0.16) (2.50)

Profit/(Loss) after Tax (0.16) (2.72)

EPS (0.05) (0.89)

2. OPERATIONS:

The company has incurred loss of around Rs. 0.16 Lakhs as compared to last year''s loss of Rs. 2.50 lakhs.

3. DIVIDEND

In View of loss incurred by the Company; your directors do not recommend any dividend for the Financial Year ended on 31st March, 2013

4. DIRECTORS

Mr. Manish Jakhalia, director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re – appointment.

5. FIXED DEPOSITS

During the Year under review, the Company has neither invited nor accepted any fixed deposits from the public.

6. AUDITORS

M/s. Sara & Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting. They have offered themselves for reappointment and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1) (B) of the Companies Act 1956.

7. AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

8. CORPORATE GOVERNANCE

Company makes its best efforts to voluntarily ensure proper Corporate Governance in the affairs of the company and its daily functioning.

9. PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not given, as none of the employees come under the purview of these provisions.

10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The details relating to Conservation of energy, Technology Absorption and Foreign Exchange Earning and Outflow required to be attached in terms of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 are not given in view of the nature of activities of the company. There is no Foreign Exchange earning or outgo during the year under review.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 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 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 and 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

12. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD



Sd/- Sd/-

Manish Jakhalia Rohit Doshi

Place: Mumbai

Dated: 30th May, 2013

---

Mar 31, 2011

The Directors submit the Annual Report of the Company together with the audited statement of accounts for the year ended on 31st March, 2011.

1. FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Particulars For the year ended on 31st March 2011 31st March 2010

Total Income 8.60 6.32

Profit Before Tax 3.86 4.83

Less: Provision for Tax (0.16) (1.72)

Profit After Tax (0.60) (1.15)

Balance Transferred to Balance Sheet 68.12 68.73

During the period under review, your Company's gross income was Rs. 8.60 Lacs. (previous year- Rs. 6.32 Lacs) There was a loss was reduced to Rs.0.60 lacs compared to the last year Rs. 1.72 Lacs .

2. DIVIDEND

To strengthen the financial position of the Company, your Directors do not recommend any dividend for the period under consideration.

3. FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

4. AUDITORS

Your Company's Auditors M/s Parag K Shah & Co, Chartered Accountants, are due to retire at the ensuing Annual General Meeting. They have not offered themselves for reappointment. It is now proposed to appoint Messrs Sara & Associates, Chartered Accountants as the Statutory Auditor of the Company from the conclusion of this meeting till the conclusion of the next Annual General Meeting. Messrs Sara & Associates, Chartered Accountants have informed the Company that if appointed, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

5. DIRECTORS

Mr. Issac Nadar retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

6. STATUTORY DISCLOSURES

A) Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not given, as none of the employees come under the purview of these provisions.

B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988

i) Part A and Part B relating to Conversation of Energy and technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo: - During the year the Company neither had Foreign Exchange earnings nor there was any Foreign Exchange Outgo.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956 ("Act") your Directors confirm that:

1. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the 31st March 2011 and of the profit or loss of the Company for that period;

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

3. the Directors have prepared the annual accounts on a going concern basis.

8. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the co- operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees.

For and on behalf of the Board

Sd/- Chairman

Place: Mumbai

Date: 30th May 2011

---

Mar 31, 2010

The Directors are pleased to submit the Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

The Financial Results of the Company, in the previous financial year, may be summarised as follows:

(All figures in Rs.)

Financial Year ending

Particulars 31st March 2010 31st March 2009 Income from Sales 821,775.60 597,486.21

Other Income 632,42700 372,134.55

Total Income (A) 1,454,202.60 969,620.76

Operating, Administrative, Financial and 1,223,063.15 864,977.07

Miscellaneous Expenditure (B)

Profit before Tax (A - B) 231,139.45 104,643.69

Less: Provision for all taxes (116,161.22) (103,881.00)

Net Profit for the Year1 14978.23 762.69

Add: Balance b/f from previous year 6,758,097.69 6,757,335.00

Amount available for appropriation 6,873,075.92 6,758,097.69

Appropriations

Proposed Dividend on Equity - - Shares

Balance carried forward to Balance Sheet 6,873,075.92 6,758,097.69

Earning Per Share (Basic/ Diluted) 0.38 0.02

2. LISTING OF EQUITY SHARES:

The Equity Shares of the Company have continued to be listed on the Stock Exchange, Mumbai, in the current financial year. The Annual Listing Fees for the Financial Year 2009-2010 has been paid in full by the Company.

3. BOARD OF DIRECTORS:

The composition of the Board of Directors for the period under review remains the same. Mr. Ganesh Ramani is liable to retire by rotation at the upcoming AGM, and being eligible seeks re- appointment. The Board recommends his re-appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) if the Companies Act 1956, with regard to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period ended on 31.03.2010 and of the profit/loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

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

5. AUDITORS:

M/s. Parag K. Shah & Co, Chartered Accountants, Statutory Auditors of the Company, holds office until the completion of the ensuing Annual General Meeting and is eligible for reappointment. The Company proposes to reappoint M/s. Parag K. Shah & Co as the Statutory Auditors for F.Y 2010-11

6. REPLY TO COMMENTS IN THE AUDITORS REPORT:

The comments of the Auditors in their report annexed to the Audited Accounts are self explanatory and do not call for any further clarification by the Board of Directors.

7. BUY BACK OF SHARES OF THE COMPANY:

The Company, in the period under review, has not passed any resolution or undertaken any steps to initiate the procedure of buy-back of the Equity Shares of the Company.

8. FIXED DEPOSITS:

The Company has not, for the period under review, accepted, or renewed or undertaken any procedure pertaining to Fixed Deposits, under the provisions of Section 58A of the Companies Act, 1956.

9. PARTICULARS OF EMPLOYEES:

The Company has no employees to be reported under section 217(2)(A) of the Companies Act 1956 read with Companies (Particulars of Employee) Rules 1975 as amended by the Companies (Particulars of Employees) Amended Rules 2002.

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

The particulars of the Company, under Section 217(1)(e) of the Act, read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 are mentioned below:

(i) Conservation of Energy:

The operations of the Company, involve considerable energy consumption. The Company, however, has consistently made efforts to optimize the level of energy consumption at all levels.

(ii) Technology Absorption:

The Company continues to use the latest and advanced technology for the purpose of improving" productivity and quality of constructions and services given by the Company.

(Hi) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings, during the year 2009-10 (in Rs.) : Rs. 8, 21,775.60

Foreign Exchange Outgo, during the year 2009-10 (in Rs.) : Nil

11. COMPLIANCE CERTIFICATE:

As per the provisions of Section 383A of the Companies Act, 1956, the Company has obtained the Secretarial Compliance Certificate from a Practicing Company Secretary for the period under review. The same is annexed in Annexure A to this Report.

12. ACKNOWLEDGEMENTS:

The Board would like to thank, the Members, Bankers, Creditors, Stakeholders, Government Authorities, customers, investors, business vendors for their support and co-operation during the year. The Directors appreciate and value the contribution made by every employee of the Zenzy Technocrat family, towards the progress of the Company.

For, and on behalf of the Board of Directors Zenzy Technocrats Limited

Sd/- Sd/- Ganesh Ramani Mahesh Chotrani Director Director

Date: 13 th May 2010 Place: Mumbai