Directors Report of SER Industries Ltd.

Mar 31, 2024

Your directors present their Report on the workings of the Company together with the Audited Financial
Statements for the financial year ended 31^st March 2024.

1. Financial Results:

Particulars	Amount in INR	Amount in INR
	(Rs. In Hundreds)	(Rs. In Hundreds)
	31.03.2024	31.03.2023
Total Income	3,070	2,858
Total Expenses	14,818	18,010
Profit (Loss) before Exceptional Extraordinary	(11,748)	(15,151)
items and Tax
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Profit before Tax	(11,748)	(15,151)
Less: Current Tax	-	-
Deferred Tax	(317)	890
Profit / (Loss) After Tax for the period	(12,065)	(14,261)
Other Comprehensive Income	(360)	37
Total Comprehensive Income for the period	(12,425)	(14,224)

2. Performance, Management discussion and analysis:

The turnover of the Company stands stable from the previous year due to reduced demand for long distance
movement of agricultural produce and fertilizers by road. The loss is also due to the hike in diesel prices
and operational costs.

The performance for the current year is low due to floods in many parts of the Country. The business was
reduced comparatively and the operational expenses remained high; hence the Company is facing a loss.

The Board of Directors do not visualize upward results during the next Financial Year based on the
operations for the last 3 months which is lower compared to the previous year.

3. Fixed Deposits:

During the period under review the Company has not accepted any fixed deposit from the public. There
are no deposits due for repayment after maturity.

4. Directors and Key Managerial Personal:

Present Board''s Composition and Key Managerial Personal''s (KMP) as below -

Name of the director	Designation
Mr. Narendra Goel	Whole time Director
Ms. Savita Goel	Director
Mr. Arvind Khot	Director
Mr. Jayant Dolatraj Mitra	Independent Director
Mr. Mahesh Dharma Doifode	Independent Director
Mr. Sanjay Bihari Pal	Chief Financial Officer
Mr. Ronak Jain	Company Secretary & Compliance Officer

During the year, the following changes took place in the composition of Board of Directors and Key
Managerial Personals:

- Ms. Savita Goel (DIN: 00425266), Director of the Company who was retired by rotation had been
reappointed as director by the shareholders in the 60^th Annual general Meeting held during the year.

- Mr. Ronak Jain was appointed as Company Secretary and Compliance officer with effect from 31^st July
2023.

Further, Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Narendra Goel (DIN: 00327187), will retire by rotation at the 61^st AGM and being
eligible, has offered himself for re-appointment.

Pursuant to provisions of Sections 149, 152 of the Companies Act, 2013, and the Rules made thereunder,
read with Schedule IV to the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Mr. Mahesh Dharma Doifode who was
appointed as an Independent Director of the Company by the members for a term up to July 21^st 2024, is
being eligible for re-appointment for a second term. Accordingly, the Board recommends his reappointment
as an Independent Director of the Company in the ensuing Annual general Meeting with effect from July
22nd 2024 up to July 21^, 2029.

Apart from the above cited there were no other changes in the constitution of the Board of Directors of the
Company and KMP during the financial year.

5. 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 these financial statements relate and the date of the report.

6. Statement concerning Development and implementation of Risk Management Policy of the company:

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived
risks which might impact the operations and on a more serious level and also threaten the existence of the
Company. Risks are assessed department wise such as financial risks, information technology related risks,
legal risks, accounting fraud etc. The Risk Management team assists the Board in fulfilling its corporate
governance oversight responsibilities with regard to the identification, evaluation and mitigation of
operational, strategic and external environment risks. The team also ensures that the Company is taking
appropriate measures to achieve prudent balance between risk and reward in both ongoing and new
business activities.

7. Particulars of loans guarantees or investments made under section 186 of the Companies act, 2013:

Details of Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 forms
the part of the Notes to the financial statements provided, wherever applicable.

8. Particulars of contracts or arrangements made with related parties:

There was no Contract or Arrangement made with related parties as defined under section 188 of the
Companies Act, 2013 except as stated in the notes to financial statements during the year under review.

9. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by
the Auditors and the Practicing Company Secretary in their reports:

There was no qualification, reservation or adverse remark made by the statutory Auditors.

There are a few qualifications made by the secretarial auditor and the board has taken note of the same.
While corrective measures have already been taken with respect to some of the issues raised in the secretarial
audit report and the board is working continuously to comply with other statutory requirements as pointed
out by the secretarial auditor, which shall be complied with in due course of time.

10. Web link of Annual Return, if any:

The Company is having website i.e., http://serindustries.co.in/ and annual return of the company has been
published on such website.

11. Number of board meetings conducted during the year:

The Board of Directors met Four times during the financial year under review on 30^th May 2023, 31^st July
2023, 26^th October 2023 and 29^th January 2024.

12. Committees of the Board:

Your Company''s Board has the following committees:

a. Audit Committee;

b. Nomination and Remuneration Committee; and

c. Stakeholders Relationship Committee.

Details of terms of reference of the Committees and attendance of Directors at meetings of the Committees

are provided in the Corporate Governance report attached to this Annual Report.

13. Secretarial Standard:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company

Secretaries of India.

14. Directors Responsibility Statement:

As required under Sec. 134(5) of the Companies Act, 2013 your directors confirm that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company
at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken 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) The Annual Accounts for the financial year have been prepared on a going concern basis.

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

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

15. Subsidiaries, Joint Ventures and Associate Company.:

The Company does not have any subsidiary/joint venture or an associate company.

16. Disclosure of composition of Audit Committee and providing vigil mechanism:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies

(Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due.

17. Disclosure of composition of Nomination and Remuneration Committee:

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings
of the Board and its Powers) Rules, 2013 is applicable to the Company and no report is due.

18. Shares

The Company has not issued any shares/ sweaty equity shares/bonus shares/ provided any employee
stock option/bought back any shares during the year under review.

19. Details of policy developed and implemented by the Company on its Corporate Social Responsibility
initiatives.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the said provisions are not applicable.

20. Company''s policy relating to directors'' appointment, payment of remuneration and discharge of their
duties.

The Company has duly complied with the provisions of appointment of directors, payment of
remuneration and discharge of their duties as per the provisions of the Companies Act, 2013.

21. Adequacy of Internal Financial Controls with reference to Financial Statements.

The Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

22. Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals.

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company''s operations in future.

23. Auditors:

The Company had appointed M/ s. Vinayaka Bhat & Associates, Chartered Accountants (ICAI Firm
Registration Number 017833S) as Statutory Auditors of the Company for a term of five consecutive years
from the conclusion of the 60th AGM, which was held on 26^th September 2023, till the conclusion of the
65th AGM to be held in the year 2028. However, M/ s. Vinayaka Bhat & Associates has expressed their
unwillingness to continue as statutory auditor for the financial year from 2024-25 to 2027-28.
Accordingly, they are vacating their office with effect from the date of ensuing Annual General Meeting.

Further, the Board of Directors of the Company, based on the recommendation of the audit committee,
proposed M/ s. Ankh and Associates, Chartered Accountants (Firm Registration Number. 015330S) as
the Statutory Auditor of the Company to hold office for a term of five consecutive years from the
conclusion of the 61^st AGM till the conclusion of the 66^th AGM to be held in the year 2029 and will be
placed for the approval of the shareholders at the ensuing AGM.

In addition, the statutory auditors have confirmed that they satisfy the independence criteria required
under the Companies Act, 2013, the Code of Ethics issued by the Institute of Chartered Accountants of
India. The Board recommends their appointment to the shareholders. The notice convening the 61^st
AGM to be held on September 12, 2024 sets out the details. Further, the remuneration of the auditors
has been fixed by the Board.

24. Dematerializations of Shares:

65.88% of the total shares of the Company have been dematerialized as on 31.03.2024. Members holding
shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in
electronic form for convenience.

Prevention of Insider Trading:

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

25. Listing of Shares:

The listing fee for Bombay Stock Exchange for the financial year 2023-24 has not been paid yet. The ISIN
No: 358F01013.

The shares of the Company have been delisted by the Bombay Stock Exchange and the Company has
gone on an appeal to Securities Exchange Board of India (SEBI) against the Order.

26. E-Voting:

On the above subject the Directors report that:

a) The shares have to be dematerialized to an extent not less than 75%. Dematerialization has not taken
effect substantially in the company and the shareholding pattern is not encouraging Demat.

b) We have informed by way of note in our previous annual reports for demat in the notice of the AGM
and also for furnishing e-mail addresses of shareholders. Email address is one of the prime
requirements to adopt E-voting.

NSDL has been appointed to organize electronic voting / e-voting necessary instructions issued by them
on due course.

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

A. Conservation of Energy,

(i) the steps taken or impact on conservation of energy	The company has adopted such technology to ensure minimum consumption and maximum conservation of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy	The Company makes every possible effort to save energy. It makes timely maintenance of accessories used in providing services to make optimum utilization of electricity
(iii) the capital investment on energy conservation equipments	The Company found enough system and equipment to conserve the energy; hence the management was not required to make additional investment on energy conservation related equipment.

B. Technology Absorption

Particulars	Explanations
(i) the efforts made towards technology absorption	With the globally changing business scenario, it is necessary to have developed technology which may help the Company to grow its business.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	NIL
(iv) the expenditure incurred on Research and Development	NIL

C. Foreign Exchange Earnings and Outgo on Actuals:

There was no foreign exchange inflow or Outflow during the year under review.

28. Secretarial Audit:

Pursuant to the provisions of the Companies Act, 2013 read with relevant Rules made there under, a
Secretarial Audit was conducted by M/s. VH & Co., Company Secretaries, Bengaluru. The Secretarial Audit
Report for the financial year ended March 31, 2024 is annexed to the Board''s Report as Annexure-1.

29. Corporate Social Responsibility (CSR):

The provisions of Section 135 pertaining to Corporate Social Responsibility are not applicable to the
Company.

30. Declaration of Independent directors:

Definition of ''Independence'' of Directors is derived from Regulation 16 of the Listing Regulations and
section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under
Section 149(7) of the Companies Act, 2013 from the independent directors stating that they meet the
prescribed criteria for Independence. The Board of Directors, after undertaking assessment and on
evaluation of the relationships disclosed, considers Mr. Jayant Dolatraj Mitra and Mr. Mahesh Dharma
Doifode as Independent directors.

The independent directors have affirmed compliance with the code of conduct for independent directors
as prescribed in Schedule IV of the Companies Act, 2013.

31. Corporate Governance:

The Company strives to ensure good Corporate Governance and levels of transparency with all the
provisions of SEBI (LODR) Regulations, 2015.

32. Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

The Company is not covered under the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

33. Statutory Disclosures:

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the
Companies Act, 2013. Your directors have made necessary disclosures, as required under various
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016:

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year under review.

35. The requirement to disclose the details of difference between amount of the valuation done at the time
of onetime settlement and the valuation done while taking loan from the banks or financial institutions
along with the reasons thereof:

During the year under review the Company has not borrowed any loans from banks or financial
institutions. Therefore, one time settlement against the loan will not be applicable to the Company.

Acknowledgement:

Your directors wish to place on record their appreciation for the support and co-operation extended by all
customers, bankers, Government authorities, stakeholders and business associates.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai Narendra Goel Mahesh Dharma Doifode

Date: 30^th July 2024 Whole time Director Director

(DIN: 00327187) (DIN: 08518066)

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Mar 31, 2014

Dear Members,

The Directors present their Fifty First Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2014.

01. FINANCIAL RESULTS: Rs. In Lakhs Particulars 31/03/2014 31/03/2013

Turnover 107.93 301.31

Other Income 1.98 1,65

Profit (Loss) before (26.39) (20.49) Depreciation

Depreciation 3.28 2.63 Profit (Loss) before Tax (29.68) (23.12)

Provision for Tax (Current, 1.12 1.55 Deferred and Fringe Benefit Tax net)

Profit/Loss After Tax (30.80) (24,67)

02. PERFORMANCE:

The turnover of the Company compared to the previous year is less due to non-movement of agricultural produce by road and the non movement of fertilizers and Industrial scene. The loss is also due to the hike in diesel prices.

The performance for the current year is low due to drought floods in many parts of the Country. The business was reduced comparatively and the expenses remained at the same rate; hence the loss. The Board of Directors do not visualize upward results during the next Financial Year based on the operations for the last 3 months which is lower compared to previous year.

03. DIVIDEND:

The Directors do not propose any dividend due to loss during the year.

04. FIXED DEPOSITS:

During the period under review the Company has not accepted''any fixed deposits from the public. There are no deposits due for repayment after maturity.

05. DIRECTORS:

Sri. Gayan Prakash Goyal, Director retire by rotation at the ensuring Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his reappointment.

06. SECRETARIAL COMPLIANCE CERTIFICATE:

As required by provision to sub section (1) of section 383A of the Companies Act of 1956 a Secretarial Compliance Certificate from a Practicing Company Secretary is attached to this Report.

07. AUDITORS:

M/s. G.V. Sunder and Company, Chartered Accountants, (FRN: 007248S) the statutory Auditors of the company retire at the ensuring Annual General meeting. The statutory auditors have communicated their willingness to accept office, if reappointed and have confirmed that they are eligible as per section 141 of the companies act 2013 to be appointed as a statutory auditors of the company and are not disqualified to hold office as such in terms of said section 141.

Pursuant to the provisions of sec 139 of the companies act,2013, M/s. G.V. Sunder and Company can be appointed as the auditors of the company up to a period of five years. However, it is proposed to appoint M/s. G.V. Sunder and Company to hold office from the conclusion of 51st Annual general meeting of the company up to the conclusion of 52nd annual general meeting of the company.

08. DEMATERIALISATION OF SHARES:

65.38% of the total shares of the Company have been dematerialized as on 31/03/2014. Members holding shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in electronic form for convenience.

09. LISTING OF SHARES:

The equity shares of your Company are listed on Stock Exchange - Mumbai.

The Demat ISIN No: - INE-358F01013

The Annual listing fee has been paid up to date to the Stock Exchange at Mumbai.

01. The Bangalore stock exchanges have notified the closure of the exchange for want of adequate turnover. The fact is also under consideration of the board as to the action to be taken i. e whether to use the open gateway for purchase of the share from the local shareholders if chosen by them (shareholders).The detailed instructions from Bangalore stock exchange is still awaited.

02. E-Voting

On the above subject the Director report:

a. The shares have to be demated to an extent not less than 75%. The dematerialization has not taken effect substantially in this company and the shareholding pattern is not encouraging Demati

b. We have informed by way of note in our previous annual reports for demat in the notice of the AGM and also for furnishing e-mail addresses of shareholders. Email address is one of the prime requirements to adopt E-voting.

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

The statement pursuant to Section 134 (M) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

11. PARTICULARS OF EMPLOYEES:

The Company has no employees of the category mentioned in Section 217 (2A) of the Companies Act, 1956 for the year or part of the year.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Sec. 134(5) of the Companies Act, 2013 your Directors confirm that:

i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 2013 for safeguarding the assets of the Company and for reventing and detecting fraud and other irregularities.

iv) The Annual Accounts for the financial year has been prepared on a going concern basis.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co-operation extended by all customers, bankers, Government and authorities, stakeholders and Business Associates.

For and on behalf of the Board of Directors

Place: Ramanagara Date: 31-05-2014 NARENDRA GOEL Chairman of the Meeting

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Mar 31, 2012

The Directors present their Forty Ninth Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2012.

01. FINANCIAL HIGHLIGHTS : Rs. in Lakhs

Year 31.03.2012 31.03.2011

Turnover 314.26 419.62

Other Income 8.65 2.73

Profit (Loss) before Depreciation 15.94 (2.67)

Depreciation 3.92 3.96

Profit (Loss) before Tax 12.02 (6.63)

Provision for Tax (Current, Deferred & Fringe Benefit Tax net) 6.67 (0.83)

Profit/Loss after Tax 5.35 (5.80)

02. PERFORMANCE :

The Company has earned a profit of Rs.1,201,988 before tax during the year compared to previous year loss of Rs.662,997 before tax. The performance of the current year is lower than previous financial year due to drought in many parts of the Country.

03. DIVIDEND :

The Directors do not propose any dividend as a matter of prudent financial policy

04. FIXED DEPOSIT :

During the period under review the Company has not accepted any fixed deposits from the public. There are no deposits due for repayment after maturity.

05. DIRECTORS :

Sri. Gyan Prakash Goyal, Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommend his reappointment.

06. SECRETARIAL COMPLIANCE CERTIFICATE :

As required by provision to sub section (1) of section 383A of the Companies Act 1956, a Secretarial Compliance Certificate from a Practising Company Secretary is attached to this Report.

07. AUDITORS:

M/s. G.V. Sunder and Company, Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for reappointment. A certificate in terms of section 224(1) of the Act has been filed by them conforming that they are eligible for consideration of the appointment.

08. DEMATERIALIZATION OF SHARES :

65.19 % of the total shares of the Company have been dematerialized as on 31/03/2012. Members holding shares in physical form are advised to dematerialize their shares to trade and hold the equity shares in electronic form for convenience.

09. LISTING OF SHARES :

The equity shares of your Company are listed on Stock Exchange - Mumbai and Bangalore Stock Exchange.

The Demat ISIN No : INE-358F01013 and BSE code: 507984 may be referred.

The Annual listing fee has been paid up to date to the Stock Exchanges.

10. CONSERVATION cc ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT A. FOREIGN EXCHANGE EARNINGS AND OUTGO.

The statement 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 are not applicable to the Company.

11. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category mentioned in Section 217 (2A) of the Companies Act, 1956 for the year or part of the year.

12. DIRECTORS RESPONSIBILITY STATEMENT :

As required under Sec. 217(2AA) of the Companies Act, 1956 your Directors confirm that:

i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the financial results of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts for the financial year has been prepared on a going concern basis.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support and co-operation extended by all customers, dealers, suppliers, bankers, Government authorities, stakeholders and Business Associates.

For and on behalf of the Board of Directors

Place : Ramanagara Narendra Goel

Date : 29.05.2012 Chairman of the meeting

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Mar 31, 2010

The Directors present their Forty Seventh Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March 2010.

01. FINANCIAL HIGHLIGHTS

Rs. In Lakhs.

Year 31.03.2010 31.03.2009

Turnover 338.38 446.98

Other Income 25.19 18.95

Profit/Loss before Depreciation (0.84) (1.01)

Depreciation 3.52 3.32

Profit / Loss before Tax (4.36) (4.33)

Provision for Tax (Current, Deferred and Fringe Benefit Tax net) 3.00 0.78

Profit / Loss After Tax (1.36) (5.10)

02. Performance:

The Company has incurred a loss of Rs. 4.36 Lakhs before tax during the year compared to previous year loss of Rs. 4.33 Lakhs before tax.

The loss for the year is on account of continued policy of the Government of India for movement of fertilizers by train and supported by road transport organized by themselves. The performance of the company for the last 3 months is at a lower level compared to previous year due to uncertainty in agricultural operations caused by floods in North India and parts of Maharastra and Karnataka. The Board of Directors have apprehension of downtrend results during the current year due to gloomy Agricultural and Industrial Scene.

03. DIVIDEND:

As a matter of continued loss your Directors do not recommend any dividend for the year ended 31.03.2010

04. FIXED DEPOSITS:

During the period under review the company has not accepted any fixed deposits from the public. There are no deposits due for repayment after maturity.

05. DIRECTORS:

Sri Jayant Mitra, Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommend his reappointment.

06. SECRETARIAL COMPLIANCE CERTIFICATE:

As required by provision to sub section (1) of section 383A of the Companies Act of 1956 the Secretarial Compliance Certificate from a Practicing Company Secretary is attached to this Report.

07. AUDITORS:

M/s G.V. Sunder and Company, Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for reappointment.

08. DEMATERIALISATION OF SHARES

64.87% of the total shares of the Company have been dematerialised as on 26.05.2010. Members holding shares in physical form are advised to dematerialise their shares to trade and hold the / equity shares in electronic form.

09. LISTING OF SHARES:

The equity shares of your company are listed on Stock Exchange-Mumbai and Bangalore Stock

Exchange.

The Demat ISIN No -INE-358F01013 and

BSE code: 507984 may be referred.

The Annual listing fee has been paid upto date.

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

The statement 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 are given in the annexure A, forming part of this report.

11. PARTICULARS OF EMPLOYEES:

The Company has no employees of the category mentioned in Section 217(2A) of the Companies Act, 1956.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Sec. 217 (2AA) of the Companies Act 1956 your Directors confirm that :

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and the financial results of the company for that period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act of 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) Annual Accounts for the financial year has been prepared on a going concern basis.

13. ACKNOWLEDGMENT

Your directors wish to place on record their appreciation for the continued support and co-operation extended by all customers, dealers, suppliers, bankers, Government authorities, stakeholders and Business associates.

By order of the Board

Place: Bangalore NARENDRA GOEL

Date: 26.05.2010 Chairman of the meeting