Directors Report of Shah Construction Company Ltd.

Mar 31, 2024

The Board of Directors is pleased to present the Company’s 76^th annual report and
Company’s Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is
summarized below:

Financial Results: (Rupees in Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	279.93	237.95
Other Income	176.23	181.43
Total Income	456.17	419.37
Project Expenses	67.61	60.51
Changes in inventories of Stock-in-Trade	(67.61)	(60.51)
Employee Benefits Expense	53.11	51.81
Finance Costs	409.05	378.01
Depreciation and Amortization Expense	13.35	13.51
0ther Expenses	224.48	231.32
Total Expenses	699.99	674.65
Profit/ (Loss) before Exceptional Item and tax	(243.82)	(255.27)
Exceptional Item	-	0.68
Profit/ (Loss) before tax	(243.82)	(254.59)
Less Income tax for earlier years	-	-
Profit/ (Loss) after tax	(243.82)	(254.59)

2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANYS

The total income is Rs. 456.17 Lakhs in the current year compared to Rs. 419.37 Lakhs
in the previous year.

The loss before tax suffered by the company has decreased to Rs. 243.82 Lakhs for the
year ended March 31, 2024 compared to Rs. 254.59 Lakhs in the previous year.

3. DIVIDEND

In view of the loss suffered, the Directors are unable to recommend any dividend on the
equity shares for the Financial Year ended March 31, 2024.

4. TRANSFER TO RESERVES

In view of the loss suffered by the Company for the Financial Year ended March 31,
2024, no amount is proposed to be transferred to any reserves.

5. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position
of the company between end of the financial year and date of this report. There has been
no change in the nature of business of the company.

6. DEPOSITS

During the year, the Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 (“Act”) and the Companies
(Acceptance of Deposits) Rules, 2014.

7. SECRETARIAL STANDARDS

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

8. DIRECTOR’S RESPONSIBILITY STATEMENT
Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed;

b) they 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 as at March 31, 2024 and of the loss of the
Company for the year ended on that date;

c) they 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating; and

f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.

9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in ordinary course of business and on arm’s length basis

and that the provisions of Section 188 of the Companies Act, 2013 are not attracted.
Thus disclosure in Form AOC-2 is not required.

Members may refer to Note to the financial statement which sets out related party
disclosures pursuant to IND AS.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of
the Companies Act, 2013 are not applicable to the Company.

11. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (Listing
Regulations). However, the Company makes constant effort to identify, assess, report
and monitor the risk associated with the business of the Company. The policy for risk
management is updated in the website of the Company and the weblink of the same is
https://www.shah-construction.in/

12. INTERNAL FINANCIAL CONTROLS

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

13. PREVENTION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays
Down the process for trading in securities of the Company by the Designated Persons and
to regulate, monitor and report trading by the employees of the Company either on
his/her own behalf or on behalf of any other person, on the basis of Unpublished Price
Sensitive Information. The aforementioned amended Code, as amended, is available on
the website of the Company.

All Directors on the Board and the designated employees have confirmed compliance
with the Code.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the
Company, Mrs. Jaywanti Jadavji Shah, retires by rotation and being eligible offers
herself for re-appointment at the ensuing annual general meeting. The Board of
Directors on recommendation of Nomination & Remuneration Committee has
recommended her re-appointment.

Mrs. Anita Kaushik Vyas has resigned as a Company Secretary and Compliance Officer
w.e.f. 10^th July, 2024. The Board places its appreciation on records for the services
rendered by her during her tenure.

Mr. Sachi Kumar Nandlal Adalja, Non-Executive & Independent Director, whose two
terms of 5 years each will be expiring on the date of ensuing 76^th Annual General
Meeting i.e. 30th September, 2024, ceases to be the Director of the Company in terms of
Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 w.e.f.
30th September, 2024. The Board places its appreciation on records for the services
rendered by him during his tenure.

The Board of the Directors of the Company is appropriately constituted in line with
Section 149 and other applicable provisions of the Companies Act, 2013 and SEBI
(Listing obligations and Disclosures Requirements), Regulations 2015, hence, the Board
does not propose appointment of any independent director.

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 read with
Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations
2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in
the Act, Rules made there under and Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.

None of the Directors disqualifies for appointment/ reappointment under Section 164 of
the Companies Act, 2013.

Evaluation of Board’s Performance:

The Company has devised a Policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors) which
include criteria for performance evaluation of Non-executive Directors and Executive
Directors. The evaluation process inter alia considers attendance of Directors at Board
and committee meetings, acquaintance with business, communicating inter se board
members, effective participation, domain knowledge, compliance with code of conduct,
vision and strategy.

Your Company has established well defined familiarization and induction program.
Further, at the time of the appointment of an Independent Director, the Company issues a
Letter of appointment outlining his / her role, function, duties and responsibilities.

The Board carried out an annual performance evaluation of the Board, Committees,
Individual Directors and the Chairman. The Chairman of the respective Committees
shared the report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the
Chairman of the Board and feedback was given to Directors. Pursuant to the provisions
of the Companies Act, 2013 read with the Rules issued there under and the Listing
Regulations (including any statutory modification(s) or re-enactment(s) for the time
being in force), the process for evaluation of the annual performance of the Directors /
Board / Committees was carried out.

In a separate meeting of Independent Director’s, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the view of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors at which the performance of the Board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board excluding the independent directors being evaluated.

15. AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

In accordance with provisions of Companies Act, 2013 the members at the 73^rd Annual
General Meeting held on September 30, 2021 had approved appointment of M/s. Mittal
& Associates (Firm Registration No - 106456W) for 5 years, till the conclusion of the
78^th Annual General Meeting to be held in the year 2026, As per the provisions of
Section 139 of the Act, they have not disqualified from continuing as Auditors of the
company.

The Auditors of the company have not reported any instance of fraud committed against
the company by its officers or employees under Section 143(12) of the Companies Act,
2013. The Auditors’ Report for FY 2023-24 is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. D. Kothari & Associates, Practicing Company Secretary
to conduct the Secretarial Audit for the period of five years. The Secretarial Audit report
for the financial year ended March 31, 2024 is annexed herewith and marked as
Annexure to this report. The said report does not contain any qualification, reservation,
adverse remark or disclaimer.

Secretarial Audit Report: As required by Section 204 of the Act, 2013, the Secretarial
Audit Report for the year 2023-24 is given by M/s. D. Kothari & Associates, practicing
Company Secretary for auditing the Secretarial and related records is attached herewith
in “Annexure I” to the Board’s Report.

They have made above comment which includes our response to them.

1. The Company is non-Compliant for dematerialization of Promoters shareholding.

Our response to the above comment is that we will shortly comply with the above
requirement.

Cost Auditor:

Appointment of cost auditors is not applicable to company.

16. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail
the facility of dematerialization of shares with either of the Depositories as aforesaid.

17. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity capital
does not exceed 10 crores and net worth does not exceed 25 crores as on the last day of
the previous financial year. Further your Company aims and constantly strives in
maintaining the highest standards of Corporate Governance practices.

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed
entities based on market capitalization shall provide Business Responsibility and
Sustainability Report. The Company is outside the purview of top one thousand listed
entities. In view of this Business Responsibility and Sustainability Report is not
applicable.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations,
it is required to annex Management Discussion and Analysis Report of the Company to
the Annual Report. In compliance of the above mentioned provisions, said report for the
financial year ended March 31, 2024 is annexed herewith and marked as Annexure to this
report in “Annexure II”.

20. MEETINGS OF THE BOARD AND THEIR COMMITTEES
(a) Meetings of the Board:

Six meetings of the Board of Directors were held during the year on the following dates
i.e. 12^th May, 2023, 29^th May, 2023, 10^th August, 2023, 09^th November, 2023, 08^th
February, 2024 and 21^st February, 2024.

(b) Constitution of Committees:

(1) Audit Committee:

The Company has constituted Audit Committee which comprises of following directors
namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Hitesh Popatlal Sanghoi	Non-Executive & Independent Director	Chairman	4	4
Mr. Dinesh Keshardeo Poddar	Non¬ Executive Director	Member	4	4
Mr. Ravindra Kanji Myatra	Non-Executive & Independent Director	Member	4	4

Four Meetings of Audit Committee were held on .e. 29^th May, 2023, 10^th August, 2023,
09^th November, 2023 and 08^th February, 2024.

All the recommendations made by the Audit Committee were accepted by the Board.

(2) Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board
is constituted to formulate and recommend to the Board from time to time, a
compensation structure for Managing Directors / Whole-time Directors and Managerial
Personnel of the Company.

The nomination and Remuneration Committee comprises following directors namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Hitesh Popatlal Sanghoi	Non¬ Executive & Independent Director	Chairman	1	1
Mr. Ravindra Kanji Myatra	Non-Executive & Independent Director	Member	1	1
Mr. Dinesh Keshardeo Poddar	Non¬ Executive Director	Member	1	1

One Meeting of Nomination and Remuneration Committee were held on 10^th August,
2023.

(3) Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of following directors
namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Hitesh Popatlal Sanghoi	Non¬ Executive & Independent Director	Chairman	1	1
Mr. Ravindra Kanji Myatra	Non-Executive & Independent Director	Member	1	1
Mr. Dinesh Keshardeo Poddar	Non- Executiv e Director	Member	1	1

One Meeting of Stakeholders Relationship Committee was held on 10th August, 2023.

(4) Independent Directors Meeting:

Independent Committee comprises of following directors namely:

Name of Member	Category	Status	No. of Meeting entitled to attend	No. of Meeting attended
Mr. Hitesh Popatlal Sangoi	Non-Executive Director, Independent Director	Chairman	1	1
Mr. Ravindra Kanji Myatra	Non-Executive Director, Independent Director	Member	1	1
Mr. Sachikumar Nandlal Adalja	Non-Executive Director, Independent Director	Chairman	1	0

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and
the SEBI Listing Regulations, separate meeting of Independent Directors was held and
the following agenda item were considered at the meeting:

a) Review the performance of Non - Independent Directors and the Board of Directors
as a whole;

b) Review performance of the Chairman, taking into account the views of the Executive
Directors and Non - Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

One Independent Committee Meeting was held on was held on 10th August, 2023.

21. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES:

The Company has in place appropriate policy on Directors’ appointment and
remuneration as required under Section 178(3) of the Act, which has been uploaded on
the Company’s website and weblink of the same is https: //www. shah-construction.in/

22. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND
CRITERIA FOR EVALUATION :

The Company has in place appropriate policy for determining qualifications, positive
attributes, independence of an Independent Director, which has been uploaded on the
Company’s website and weblink of the same is https://www.shah-construction.in/.

23. VIGIL MECHANISM:

The Company has established a vigil mechanism and oversees through the Audit
Committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of Employees and
Directors who express their concerns. The Company has also provided direct access to
the Chairman of the Audit Committee on reporting issues concerning the interests of
Company’s employees and the Company. The Vigil Mechanism Policy is available on
Company’s website https://www.shah-construction.in/.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES
GIVEN AND SECURITIES PROVIDED:

The Company has not made any investments, provided any guarantees or security or
granted any loans or advances.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNINGS AND OUT GO:

The Statement on conservation of Energy, technology absorption foreign exchange
earnings and out go is given in the “Annexure III” to this report.

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the year ended March 31, 2024 prepared in
compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed
Form No. MGT 7 is placed on the website of the Company and can be accessed at the
web link: www.shah-construction.in.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company does not have any employee whose particulars are required to be
disclosed in terms of the provisions of Section 197(12) of the act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, hence furnishing of the same does not arise, Having regard to the provisions
of the first proviso to Section 136(1) of the act, the annual report excluding the
information regarding the top ten employees is being sent to the members of the
Company. The said information is available for inspection on all working days during
the business hours at the registered office of the Company. Any member interested in
obtaining such information, may write to the Company Secretary and the same shall be
furnished on request.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS:

The Collector, Mumbai has raised demand notice dated September 22, 2022 for transfer
of the user from industrial purpose to commercial and residential purpose in regard to the
Company’s land .The total amount payable for the change of user is Rs. 44,59,26,500/-.
Out of which the Company has already paid Rs. 7,53,06,180 and the balance outstanding
payment is Rs. 39,06,20,320/- payable within 30 days from the date of issue of notice
otherwise the said amount would be recovered through the compulsory remedy scheme
as per Maharashtra Land Revenue Act 1996 as per letter dated September 22, 2022. As a
part of recovery action the collector has already attached some of the properties of the
Company and Company’s current bank account.

29. REPORTING OF FRAUDS:

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

30. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:

The Company values the dignity of individuals and strives to provide a safe and
respectable work environment to all its employees. The Company is committed to
providing an environment, which is free of discrimination, intimidation and abuse. All
employees are covered under this policy.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been
reported under the said act.

31. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the
following items as the provisions were not applicable to the company or there were no
transactions on these items during the year under review: -

- Issue of equity shares with differential rights as to dividend, voting or otherwise..

- The Company does not have any scheme of provision of money for the purchase of
its own shares by the employees or by trustees for the benefit of employees.

- The Company does not have any subsidiaries, hence, the question of receiving
remuneration or commission by the Managing Directors or Whole Time Directors of the
Company from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration in
excess of limits prescribed under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the
Companies Act, 2013.

- The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

-The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

- Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable and not required by the
Company.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING
THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL
YEAR:

During the Financial year no application has been made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF

During the year under review, there were no instance of one-time settlement with banks
or financial institutions and hence the differences in valuation as enumerated under Rule
8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

34. ACKNOWLEDGEMENT

The Board of Directors would like to express the sincere appreciation for the assistance
and cooperation received from banks, government authorities and members during the
year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for
the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Mehul Jadavji Shah Dinesh Keshardeo Poddar

Managing Director Director

DIN:00933528 DIN: 00158597

Place: Mumbai
Date: 14^th August, 2024

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Mar 31, 2014

Dear Members,

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

FINANCIAL RESULT:

2013-2014 2012-2013 (Rupees in Lacs) (Rupees in Lacs)

Total Income 125.33 128.60

Profit/Loss Before Depreciation and Tax 5.84 (20.49)

Less: Depreciation 10.51 6.54

Profit/(Loss) Before Taxes (4.67) (27.03)

Less : Provision for Tax Nil Nil

Profit/(Loss) After Taxes (4.67) (27.03)

Profit/(Loss) Brought Forward from Previous Year (4842.07) (4815.03)

Net profit/(Loss) carried to Balance Sheet (4846.74) (4842.07)

REVIEW OF OPERATIONS:

During the year under review, the Company has incurred a loss of Rs. 4,67,098/- against last year Loss of Rs. 27,03,522/-.

DIVIDEND:

In view of the loss your Directors are unable to recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposit from Public.

DIRECTORATE:

Mr. Dinesh Poddar (00158597) and Mr. Sachinkumar Adalja (02096678) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY:

The special resolution for altering the Articles of Association of the Company substituting the new Articles of Association in place of the existing Articles of Association based on Table ''F'' of the Companies Act, 2013, which sets out the model Articles of Association for a Company limited by shares, is proposed for the approval of the members at the ensuing Annual General Meeting.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO:

Particulars regarding conservation of energy, technology absorption as required pursuant to Section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil

Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month and hence the question of providing information under section 217(2A) of the companies Act, 1956 does not arise.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of Section 217 of the companies Act, 1956 your directors confirm:

1. That in the preparation of the Annual Accounts for year ended on 31st March, 2014, the applicable accounting standards had been followed with no departures there from;

2. 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 ended on 31st March, 2014 and of the loss of the Company for that period;

3. 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;

4. That the Directors had prepared the annual accounts for the year ended on 31st March, 2014 on a going concern basis.

AUDITORS'' REPORT:

The observations made in the Auditors report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 217 of the Companies Act,1956.

AUDITORS:

M/s. N. B. Purohit & Co, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation of the co-operation and assistance received from the Shareholders, Banks, 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 commitment displayed by all employees.

For and on behalf of the Board

MR. MEHUL JADAVJI SHAH MR. DINESHKUMAR K. PODDAR DIN - 00933528 DINS - 00158597

Place: Mumbai Date: 30th May, 2014

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Mar 31, 2013

The Members,

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

FINANCIAL RESULT:

2012-2013 2011-2012 (Rupees in Lacs) (Rupees in Lacs)

Total Income 128.60 105.55

Profit / (Loss) Before (20.49) (181.81)

Depreciation and Tax

Less: Depreciation 6.54 7.29

Profit /(Loss) Before Taxes (27.03) (189.10)

Profit/(Loss) Brought Forward (4815.03) (4625.92)

from Previous Year

Net profit / (Loss) carried to (4842.06) (4815.03)

Balance Sheet



DIVIDEND:

In view of the loss your Directors are unable to recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposit from Public. Therefore provision of section 58(A) of Companies Act,1956 are not applicable to the Company.

DIRECTORATE:

Mr. Keshardeo Sawarmal Poddar and Mr. Sanjay Damji Shah retire by rotation and being eligible offer themselves for re-appointment.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO :

Particulars regarding conservation of energy, technology absorption as required pursuant to section 217 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil,

Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60,00,000/- or more per annum or Rs.5,00,000/- or more per month and hence the question of providing information under section 217(2A) Of the companies Act, 1956 does not arise.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act, 1956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on31st March, 2013, the applicable accounting standards had been followed with no departures therefrom;

II. 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 ended on 31st March, 2013 and of the loss of the Company for that period;

III. 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 ;

IV. That the Directors had prepared the annual accounts for the year ended on 31st March, 2013 on a going concern basis.

AUDITORS'' REPORT:

The observations made in the Auditors report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under section 217 of the Companies Act,1956.

AUDITORS:

M/S. N. B. Purohit & Co, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thanks the Employees, Business partners, Bankers, Clients and shareholders, for their continued support and for faith they have respond in the Company.



For and on behalf of the Board

Place: Mumbai

Date: 30th May, 2013 Chairman

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Mar 31, 2012

The Members'

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March' 2012.

FINANCIAL RESULT: 2011-2012 2010-2011 Rupees in Lacs Rupees in Lacs

Total Income 105.55 55.80

Less; Expenditure (104.69) 77.30

(Excluding Depreciation'

Interest and Taxes

Loss Before Depreciation 0.86 (21.50)

and Taxes

Less: Depreciation and (189.97) 431.90

Interest

(Loss)/Profit Before Taxes (189.10) (453.40)

Net Loss for the Year (189.10) (453.40)

DIVIDEND:

In view of the loss your Directors are unable to recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposit from Public. Therefore provision of section 58(A) of Companies Act'1956 are not applicable to the Company.

DIRECTORATE:

Mr. Keshardeo Sawarmal Poddar and Mr. Sanjay Damji Shah retire by rotation and being eligible offer them selves for re-appointment

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO. :

Particulars regarding conservation of energy' technology absorption as required pursuant to section 217 (1) (e) of the Companies Act' 1956' as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil' Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 60'00'000/- or more per annum or Rs.5'00'000/-or more per month and hence the question of providing information under section 217(2A) Of the companies Act' 1956 does not arise.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 217 of the companies Act' 1956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on 31st March' 2012' the applicable accounting standards had been followed with no departures therefrom;

II. 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 ended on 31st March'2012 and of the loss of the Company for that period;

III. 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;

IV. That the Directors had prepared the annual accounts for the year ended on 31st March' 2012 on a going concern basis.

AUDITORS:

M/S. N. B. Purohit & Co' Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re- appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thanks the Employees' Business partners' Bankers' Clients and shareholders' for their continued support and for faith they have respond in the Company.

For and on behalf of the Board

(Mehul J. Shah)

Chairman

Place: Mumbai

Dated: 31st August' 2012

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULT:

Particulars 1st April 2009 to 1st April 2008 to 31st March 2010 31st March 2009

Total Income 63,16,430 60,28,181

Less; Expenditure (Excluding 72,10,433 62,66,141 Depreciation, Interest and Taxes

Earning Before Depreciation and (8,94,003) (2,37,960) Taxes

Less: Depreciation and Interest 3,83,58,864 3,43,34,649

(Loss)/Profit Before Taxes 3,92,52,867 (3,45,72,609)

Fringe Benefits Tax 00 80,000

Net Loss for the Year 3,92,52,867 (3,46,52,609)



DIRECTORATE:

Mr. Keshardeo Poddar and Mr. Sanjay D Shah retire by rotation and being eligible offer them selves for re- appointment. Mr. Mehul J Shah has been appointed as Managing Director of the Company with effect from 15th January,2010 without remuneration. The necessary resolution for the appointment as the Managing director has been proposed for the approval of members at the ensuing annual general meeting.

Mr Jadavji L Shah resigned as director of the Company effective 15 January,2010. The Directors have placed on record the appreciation of the services rendered by him during his association with the Company.

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNINGS AND OUTGO. :

Particulars regarding conservation of energy, technology absorption as required pursuant to section 21 7 (1) (e) of the Companies Act, 1956, as amended are not given since the said section is not applicable to the Company.

Foreign exchange earnings. Rs. Nil

Foreign exchange outgo. Rs. Nil

PARTICULARS OF EMPLOYEES:

The company did not employ anybody drawing remuneration of Rs. 24,00,000/- or more per annum or Rs.2,00,000/-or more per month and hence the question of providing information under section 217(2A) Of the companies Act, 1956 does not arise.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Sub-Section (2AA) of section 21 7 of the companies Act, 1 956 your directors confirm:

I. That in the preparation of the annual accounts for year ended on 31st March, 2010, the applicable accounting standards had been followed with no departures therefrom;

II 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 ended on 31" March,2010 and of the loss of the Company for that period;

III. 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; *

IV. That the Directors had prepared the annual accounts for the year ended on 31st March, 2010 on a going concern basis.

COMPLIANCE CERTIFICATE:

A compliance certificate from Mrs. Kala Agarwal, Practicing Company Secretaries, that the company has complied with all the provisions of the Companies Act, 1956, pursuant to section 383A of the Companies Act, 1956 as amended is attached herewith and forms part of this report

AUDITORS:

M/S. N. B. Purohit & Co, Chartered Accountants the present Auditors of the Company have furnished a certificate regarding their eligibility for re-appointment. You are requested to appoint auditors of the company and fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thanks the Employees, Business partners, Bankers, Clients and shareholders, for their continued support and for faith they have respond in the Company.

For and on behalf of the Board

(Mehul J. Shah)

Chairman Place: Mumbai

Date: 02/12/2010