Directors Report of Shiva Suitings Ltd.

Mar 31, 2024

The Directors are pleased to present the 38^th Annual Report along with the Audited Financial
Statements of your Company for the Financial Year ended 31^st March, 2024.

The State of the Company''s Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

	In terms of Rs. In lacs
Particulars	As on 31st March, 2024	As on 31st March, 2023
Revenue from Operations	378.21	483.72
Other income	-	0.10
Total Revenue	378.21	483.82
Less: Total expenses	371.34	470.20
Profit before extraordinary items and tax	6.86	13.62
Prior year Tax adjustments	0.20	0.06
Profit Before tax	6.65	13.56
Tax Expenses:
Current tax	1.12	2.23
Deferred tax	--	--
MAT Credit Entitlement (reversed)	0.71	1.41
Profit for the year	4.82	9.92

During the year under review, the Company has reported total revenue of Rs. 378.21/- (in
Lakhs) registering an increase in revenue over the previous year''s total revenue of Rs. 483.72/-
(in Lakhs).

The Profit after tax for the financial year 2023-24 was Rs. 6.65/- (in Lakhs) as compared to Rs.
13.56/- (in Lakhs) of the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year under review.

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended31^st
March, 2023.

4. TRANSFER TO RESERVES:

The Company has not transfer any sum to the General Reserve for the Financial Year under
review.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as per Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of
the Companies (Accounts) Rules 2014 is not applicable to the Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company operates at the domestic level there are no Foreign Exchange earnings in
terms of actual inflows and Foreign Exchange outgo in terms of actual outflows during the
year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Industry Structure

The Indian textile Industry has been a significant contributor to the Indian economy both in
terms of its domestic share and exports and continues to play a pivotal role in India''s growth
story through its contribution to industrial output, employment generation and export
earnings. The textile Industry contributes about 13% to industry output, 2.3% to the GDP. The
exports from the sector are valued at around $65 billion, amounting to 12% of India''s total
exports. India is one of the few countries with a complete and integrated textile value chain
having production at each level of textile manufacturing. The textile Industry is labour
intensive and is one of the largest employers. It is second largest contributor towards

employment generation employing more than 40 million workers, after agriculture,
contributing 10% to the country''s manufacturing, owing to its labour-intensive nature.

Strength and Opportunities

• Robust Demand:

Rise in income levels is expected to drive demand in textile industry.

• Competitive Advantage:

India has abundant availability of raw materials such as cotton, wool, silk and jute. It also
enjoys a comparative advantage in terms of skilled manpower and in cost of production;

• Policy Support:

100% FDI (automatic route) is allowed in the Indian Textile Sector.

• Abundant raw material availability;

• Low cost skilled labour;

• Promising export potential;

• With GST Implementation the organised sector is in the advantage.

Weakness and Threats

• Indian Textile Industry is highly Fragmented Industry;

• Competition in the domestic as well as world markets specially from China;

• Lack of Technological Development that affect the productivity and other activities in
whole value chain;

• Cost competitiveness and low margins: Due to severe recessionary trends which are
continuing in the developed countries, unit realisation of products may continue to be
under pressure;

Technological obsolescence in weaving and spinning sector;

Problems of power yet prevail: Severe power shortage in some of the states will remain a
big threat for the utilisation of the plant and equipment''s due to shortage of power, the
utilisation may drop severely and hence volatility in yarn prices may continue;

• Increase in Labour wage rate;

• Increasing input costs i.e. power, finance and logistics;

• Fluctuation in Crude Oil Prices.

Management Perception of Risks and Concerns

• In today''s challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The main risks
include strategic risk, operational risk, financial risk and compliances and legal risk. The
fast technology obsolescence, high cost of manufacturing and taxation are the major risk/
concerns of the business;

• Fluctuations in foreign exchange adversely impacted exports and long- term export orders
cannot be booked in view of the uncertainty in exchange rates also the fluctuation in
exchange rates makes it difficult to purchase machinery from abroad due to uncertainty
of the future;

• Adequate availability of raw material at the right prices is crucial for the Company.
Disruption in the supply or violent changes in the cost structure would affect the
profitability of the company;

• Government''s periodical announcements for liberalised tariff concessions offered to least
developed countries like Bangladesh, Nepal, Bhutan and other countries under South
Asian Free Trade Area (SAFTA) is also an area concern.

However, the future for the textile Industry looks promising, buoyed by strong domestic
consumption as well as export demand. Free trade with Asian countries and proposed
agreements with EU Countries will also help to boost exports. Also, the west has started taken
India seriously as a potential supplier of polyester yarn apart from China. Rising government
focus and favourable policies to support the industry has led to growth in the industry.

Internal Control and Management Systems:

Your Company has an adequate internal control system. There is a system of continuous
internal audit which aims at ensuring effectiveness and efficiency of systems and operations.
Your Company has the benefit of internal control systems which have been developed over
the years and which has ensured that all transactions are satisfactorily recorded and reported
and all assets are protected against loss from unauthorised use or otherwise. The process of
Internal control and systems, statutory compliance, risk analysis and its management and
information technology are taken together to provide a meaningful support to the
management process also continuous efforts are being made to strengthen the system.

Cautionary Statement

Your Company endeavours to perform and attempt to deliver the best at all times. However,
the statements made in this report describing the Company''s objectives, expectations or
predictions shall be read in conjunction with the government policies as issued and amended
from time to time, the micro as well as macroeconomic scenario prevailing at that time, global
developments and such other incidental factors that may extend beyond the control of the
Company and Management. Keeping this in view, the actual results may materially vary from
those expressed in the statement.

Human Resources

While growth and success are the prime motto of the Company, at the same time it also realizes
the importance of its human capital. Continuous efforts are made to enhance manpower
productivity through its comprehensive compensation and benefits plans for all its employees.
In order to develop a healthy environment within the organization, we have a strong
Performance Management System which ensures fairness and growth of all individuals. Our
culture reflects our core values which reinforce respect and dignity for each individual and
show work ethics for all employees.

Financial Performance

Total income earned during the year under review is INR 378.21 Lakhs as against INR 483.72
Lakhs earned in the previous year showing an increase by 105.51 %. Operating Profit (Income
from operations less direct expenses) of the Company for the current year is INR 6.86 Lakhs as
compared to INR 13.61 Lakhs in the previous year, and hence has decreased by 6.75% from
previous year.

8. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE
BOARD:

The Financial statement of the Company/ Board Report has not been revised during the
financial year 2023-24 as per Section 131 of the Companies Act, 2013.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business have
occurred after the close of the financial year till the date of this Report, which affect the
financial position of the Company.

10. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No.	Name of Company	Subsidiary / Joint ventures/ Associate Company	Date of becoming of Subsidiary/ Joint ventures/ Associate Company
	NIL	NIL	NIL

11. DETAILS OF NEW SUBSIDIARY/ TOINT VENTURES/ ASSOCIATE COMPANIES:

Sr.	Name of Company	Subsidiary/Joint	Date of cessation of
No.		ventures/ Associate	Subsidiary/ Joint ventures/
		Company	Associate Company.
	N.A	N.A	N.A

12. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ TOINT
VENTURES/ ASSOCIATE COMPANIES:

Sr. No.	Name of Company	Subsidiary/Joint ventures/ Associate Company	Date of cessation of Subsidiary/ Joint ventures/ Associate Company.
	N.A	N.A	N.A

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

The Company has adequate and effective control systems, commensurate with its size and
nature of business, to ensure that assets are efficiently used and the interest of the Company
is safe guarded and the transactions are authorized, recorded and reported correctly. Checks
and balances are in place to determine the accuracy and reliability of accounting data.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any investment, given any loans or guarantee or made
investments pursuant to Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of the Board and its Powers) Rules, 2014.

15. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company for the financial year 31^st March, 2024 is uploaded on the website of the Company
and can be accessed at

http://www.shivasuitings.com/resource/InvestorsRelations/Image/MGT-7 2023-24.pdf

16. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the
Companies Act, 2013 and the Rules made thereunder.

17. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions with related parties in accordance with
the provisions of Section 188 of the Companies Act, 2013.

18. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Six (6) times during the
Financial Year 2023-24 under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors who were absent with/without leave of absence
1.	26th May, 2023	Venue: 384-M Dabholkar Wadi, Kalbadevi Road, Mumbai - 400002. Time: 3:30 P.M.	1. Mr. Sharad Kumar Sureka 2. Mr. Dilip Kailash Sanghai 3. Ms. Amrita Triloki Mishra 4. Mr. Vinodkumar Jain 5. Mr. Sanjeev Purshottamdass Saraf	None
2.	14th August, 2023	Venue: 384-M Dabholkar Wadi, Kalbadevi Road, Mumbai - 400002. Time: 3:30 P.M.	1. Mr. Sharad Kumar Sureka 2. Mr. Dilip Kailash Sanghai 3. Ms. Amrita Triloki Mishra 4. Mr. Vinodkumar Jain 5. Mr. Sanjeev Purshottamdass Saraf	None
3.	29th August, 2023	Venue: 384-M Dabholkar Wadi, Kalbadevi Road, Mumbai - 400002. Time: 3:30 P.M.	1. Mr. Sharad Kumar Sureka 2. Mr. Dilip Kailash Sanghai 3. Ms. Amrita Triloki Mishra	None

			4. Mr. Vinodkumar Jain 5. Mr. Sanjeev Purshottamdass Saraf
4.	8th November, 2023	Venue: 384-M Dabholkar Wadi, Kalbadevi Road, Mumbai - 400002. Time: 3:00 P.M.	1. Mr. Sharad Kumar Sureka 2. Mr. Dilip Kailash Sanghai 3. Ms. Amrita Triloki Mishra 4. Mr. Vinodkumar Jain 5. Mr. Sanjeev Purshottamdass Saraf	None
5.	14th February, 2024	Venue: 384-M Dabholkar Wadi, Kalbadevi Road, Mumbai - 400002. Time: 3:00 P.M.	1. Mr. Sharad Kumar Sureka 2. Mr. Dilip Kailash Sanghai 3. Ms. Amrita Triloki Mishra 4. Mr. Vinodkumar Jain 5. Mr. Sanjeev Purshottamdass Saraf	None
6.	29th February, 2024	Venue: 384-M Dabholkar Wadi, Kalbadevi Road, Mumbai - 400002. Time: 3:00 P.M.	6. Mr. Sharad Kumar Sureka 7. Mr. Dilip Kailash Sanghai 8. Ms. Amrita Triloki Mishra 9. Mr. Vinodkumar Jain 10. Mr. Sanjeev Purshottamdass Saraf	None

19. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company''s Directors and Key Managerial Personnel did not change throughout the
Financial Year 2023-2024.

20. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

The following qualification is given by the Statutory Auditor in their report for the Financial
Year 2023-24:

The Company has not transferred following amounts which were required to be transferred
to the Investor Education and Protection Fund, the details are as under: -

Nature of Amount	Period	Amount
Debenture Interest (Investor Education and Protection Fund)	FY 2006-07	Rs. 8,486/-

21. STATUTORY AUDITORS:

On the recommendation of Board of Directors, M/s V. K. Beswal & Associates, Chartered
Accountants (ICAI Firm Registration No. 101083W) were appointed as the Statutory
Auditors of the Company at the 36^th Annual General Meeting of the Company held on Friday,
30^th September, 2022 for a period of 5 years i.e. from financial year 2022-23 to 2026-27.

The members are requested to note the eligibility of the Statutory Auditors based on the
Certificate received from them confirming that they do not attract any disqualification u/s.
141 of the Companies Act, 2013.

22. SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s.
Pramod S. Shah and Associates, Practicing Company Secretaries, as a Secretarial Auditors for
conducting Secretarial Audit of the Company for the financial year ended 31^st March, 2023 of
the Company.

The Report of the Secretarial Audit is annexed herewith as Annexure - I. The Secretarial Audit
Report contains the qualifications, reservations or adverse remark(s) which calls for any
explanation from your Board of Directors.

23. DETAILS OF REMUNERATION/ COMPENSATION RECEIVED BY MANAGING
DIRECTOR FROM HOLDING/ SUBSIDIARY COMPANIES:

Sr. No.	Name of Managing/Whole Time Director	Name of Holding/ Subsidiary Company paying remuneration/ compensation	Nature of remuneration/ compensation	Amount of remuneration/ compensation
	N.A	N.A	N.A	N.A

24. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL
PERSONNEL:

Sr. No.	Name of Managing/ Whole Time Director	Name of Holding/ Subsidiary Company paying remuneration/ compensation	Nature of remuneration/ compensation	Amount of remuneration/ compensation
	N.A	N.A	N.A	N.A

25. PARTICULARS OF REMUNERATION OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limits
prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

26. CHANGE IN CAPITAL STRUCTURE:

There has been no change in the capital structure of the Company during the year ended 31^st
March, 2024.

27. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company has not developed the policy on Corporate Social
Responsibility as the Company does not fall under the prescribed classes of Companies
mentioned under Section 135(1) of the Companies Act, 2013.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBULNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANY''S OPERATION IN FUTURE:

There is no material or significant order passed by the regulators or courts or tribunals
impacting the going concern status and the company''s operation in future.

29. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK
MANANGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirement) Regulations, 2015 the top 100 listed entities needs to adopt Risk
Management Policy. Therefore, the Company is not required to adopt Risk Management
Policy.

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

The Company is committed to provide safe and conducive environment to its employees
during the year under review. Your Director''s further state that during the year under review,
there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION
143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section
143(12) of Companies Act, 2013.

32. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS
UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 read with The Companies
(Appointment and Qualifications of Directors) Rules, 2014 every listed public company shall
have at least one-third of the total number of directors as independent directors.

In view of the above, your Company has duly complied with the provision by appointing
following Independent Directors:

Sr. No.	Name of the Independent Director	Date of appointment/ Reappointment	Date of passing of special resolution/ Board Resolution (if any)
1.	Mr. Sanjeev Purshottamdass Saraf	13/08/2018	13/08/2018
2.	Ms. Amrita Triloki Mishra	14/11/2019	28/09/2020
3.	Mr. Vinodkumar Jain	29/09/2017 Date of Reappointment- 30/09/2022	29/09/2017 Date of passing special resolution in case of re¬ appointment- 30/09/2022

All the above Independent Directors meets the criteria of ''independence'' prescribed under
section 149(6) and have submitted declaration to the effect that they meet with the criteria of
''Independence'' as required under section 149(7) of the Companies Act, 2013.

33. COMMITTEES OF BOARD:

i. Nomination and Remuneration Committee:

The ''Nomination and Remuneration Committee'' consists of three Directors with two
independent directors and one Non-executive director with the Chairman being the
Independent Director, and the said constitution is in accordance with the provisions of
Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms
of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mr. Vinodkumar Jain	Chairman
2.	Ms. Amrita Triloki Mishra	Member
3.	Mr. Sanjeev Saraf	Member

ii. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your
Company has constituted an "Audit Committee" comprising of Three directors consisting
of Two Independent directors and one executive director with the Chairman being
Independent director. The Audit Committee acts in accordance with the Terms of
Reference specified by the Board in writing.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mr. Dilip Sanghai	Chairman
2.	Mr. Vinodkumar Jain	Member
3.	Ms. Amrita Triloki Mishra	Member

Terms of reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

• Recommendation for appointment, remuneration and terms of appointment of
auditors of the Company;

• Review and monitor the auditor''s independence and performance, and effectiveness
of audit process;

• Examination of the financial statement and the auditors'' report thereon;

• Approval or any subsequent modification of transactions of the company with related
parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and related matters.

iii. The Vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower
Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or
concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The
said Mechanism is established for directors and employees to report their concerns. The
policy provides the procedure and other details required to be known for the purpose of
reporting such grievances or concerns.

34. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT
OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the
Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise
for evaluation of the performances of every individual director, of the Board as a whole and
its Committees and of the Chairperson of the Company has been carried by your Company
during the year under review as per the evaluation criteria approved by the Board and based
on the guidelines given in schedule IV to the Companies Act, 2013.

35. COST AUDITORS AND THEIR REPORT:

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules, 2014,
as amended and as per latest audited financial statement, the Company was not required to
maintain the Audit records and to conduct the Cost Audit during the financial year.

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your
Directors state the following:-

a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and
made judgements 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 and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
and

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

37. COMPLINCE WITH APPLICABLE SECRETERIAL STANDARDS:

The company has complied with the applicable Secretarial Standards for the financial year
2023-24.

38. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential voting rights.

39. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, the Company has neither made any application and nor
are any proceedings against the Company pending under the Insolvency and Bankruptcy
Code, 2016.

40. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement
with Bank''s or Financial Institutions and therefore, no details of Valuation in this regard is
available.

41. STATEMENT REGARDING THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE
INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Director of the Company meets with the
requirements of integrity, expertise and experience as required by Company.

42. ACKNOWLEDGEMENT

Your Director''s place on record their sincere gratitude for the assistance, guidance and co¬
operation the Company has received from all stake holders. The Board further places on
record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of
SHIVA SUITINGS LIMITED

Sd/- Sd/-

Dilip Sanghai Sharad Kumar Sureka

Director Managing Director

DIN: 03495056 DIN: 00058164

Address: resident of 1801, Address: B/302 Unity Apartment,

Phoenix Tower B, S.B. Marg, SV Road, Nadiyadwala Colony No. 2,

Near Big Bazar, Lower Parel West, Malad West, Mumbai - 400064

Delisle Road, Mumbai 400013

Place: Mumbai

Date: 4^th September, 2024

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present herewith the 29th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31,2015 together with the Audited Statement of Accounts and Auditor's Report thereon.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS:

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Particulars For the Year For the Year ended ended 31st March, 31st March, 2015 2014 (Amount in Rs) (Amount in Rs)

Gross Profit/(Loss) before interest and 2,705,331 1,597,675 depreciation and tax

Less: Interest - -

Less: Depreciation - -

Less: Prior period items - (6,663)

Net Profit /(Loss) 2,705,331 1,591,012

Less: Provision For Deferred Tax (304,134) (493,681)

Less: Provision for Income Tax (526,200) (314,500)

Add/(Less): MAT Credit Entitlement (15,922) 304,437

Net Profit After tax 1,859,075 1,087,268

Balance Carried Forward to Balance Sheet 1,859'075 1,087,268

2. DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year ended March 31, 2015.

3. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

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 and Sub-Rule 3 (B) pertaining to Technology absorption are not applicable to the Company.

B. Foreign exchange earnings and Outgo: There are NIL Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

5. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

No material changes and commitments have occurred after the close of the year until the date of this Report, which affect the financial position of the Company.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

7. DETAILS OF NEW SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no New Subsidiary/Joint ventures/Associate Companies

8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Company who ceased to be its Subsidiary/Joint ventures/Associate Companies.

9. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of Directors.

10. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on March 31,2015.

11. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

12. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not provided any loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014.

13. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for four times during the Year under review:

Sr. Date of Venue and time Directors present No. Meetings of the meeting

Venue: 384-M, 1. Mr. Dilip Kailashprashad 1. 30.05.2015 Dabholkarwadi, Sanghai Kalbadevi Road, 2. Mr. Sharad Kumar Mumbai- 400002. Nandkishore Sureka 3. Mr. Bhim Sen Indersen Time: 4:00 P.M. Mittal 4. Mr. Subramani Seetharaman

1. Mr. Dilip Kailashprashad Sanghai Venue: 384-M, Dabholkarwadi, 2 Mr Sharad Kumar Kalbadevi Road, Nandkishore Sureka 2. 14.08.2015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen Mittal Time: 4:30 PM. 4. Mr. Subramani Seetharaman

1. Mr. Dilip Kailashprashad Sanghai Venue: 384-M, Dabholkarwadi, 2 Mr. Sharad Kumar Kalbadevi Road, Nandkishore Sureka 3. 13 112015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen Mittal Time: 4:30 PM. 4. Mr. Subramani Seetharaman

1. Mr. Dilip Kailashprashad Sanghai Venue: 384-M, Dabholkarwadi, 2 Mr. Sharad Kumar Kalbadevi Road, Nandkishore Sureka

4. 12 02 2015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen Mittal Time: 4:00 P.M. 4. Mr. Subramani Seetharaman

Venue: 384-M, 1. Mr. Dilip Kailashprashad Dabholkarwadi, Sanghai 5. 24 03 2015 Kalbadevi Road, 2. Mr. Sharad Kumar Mumbai- 400002. Nandkishore Sureka 3. Mr. Bhim Sen Indersen Time: 10:30 P.M. Mittal 4. Mr. Subramani Seetharaman

1. Mr. Dilip Kailashprashad Sanghai Venue: 384-M, Dabholkarwadi, 2 Mr Sharad Kumar Kalbadevi Road, Nandkishore Sureka 6. 29 03 2015 Mumbai- 400002. 3. Mr. Bhim Sen Indersen Mittal Time: 5:30 PM. 4. Mr. Subramani Seetharaman

Sr. Date of Venue and time Directors to No. Meetings of the meeting whom Leave of absence was granted

Venue: 384-M, None 1. 30.05.2015 Dabholkarwadi, Kalbadevi Road, Mumbai- 400002.

Time: 4:00 P.M.

Venue: 384-M, Dabholkarwadi, Kalbadevi Road, None 2. 14.08.2015 Mumbai- 400002.

Time: 4:30 PM.

Venue: 384-M, Dabholkarwadi, Kalbadevi Road, None 3. 13 112015 Mumbai- 400002.

Time: 4:30 PM.

Venue: 384-M, Dabholkarwadi, Kalbadevi Road, None 4. 12 02 2015 Mumbai- 400002.

Time: 4:00 P.M.

Venue: 384-M, Dabholkarwadi, 5. 24 03 2015 Kalbadevi Road, None Mumbai- 400002.

Time: 10:30 P.M.

Venue: 384-M, Dabholkarwadi, Kalbadevi Road, None 6. 29 03 2015 Mumbai- 400002.

Time: 5:30 PM.

14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Sr. Date of No Name of the Director Particulars appointment/ resignation

Appointment as an 1. Mr. Mahesh Oza 29.03.2015 Additional Director

Appointment as an 2. Ms. Sharda Kagzi 24.03.2015 Additional Director

3. Ms. Rashmi Newalkar Appointment an 31.03.2015 Additional Director

4. Ms. Sharda Kagzi Resigned 07.04.2015

5. Mr. Subramani Seetharaman Resigned 07.04.2015

15. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as Independent Directors.

In view of the above, your Company has duly complied with the provision by appointing following Independent Directors:

Sr. Name of the Independent Date of Date of passing No. Director appointment / of special Reappointment resolution (if any)

1. Mr. Sharad Kumar Nandkishore 29.09.2015 Sureka

2. Ms. Rashmi Newalkar 31.03.2015 -

3, Mr. Mahesh Oza 29.03.2015 -

All the above Independent Directors meet the criteria of ' Independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of 'Independence' as required under section 149(7) of the Companies Act, 2013.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The 'Nomination and Remuneration Committee' consists of three Directors with two independent directors and one executive director with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Chairman: Mr. Sharad Kumar Nandkishore Sureka

Members: Mr. Mahesh Oza and Mr. Dilip Kailashprashad Sanghai

II. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two non- executive Independent directors and one executive director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under:

Chairman: Mr. Sharad Kumar Nandkishore Sureka

Members: Mr. Mahesh Oza and Mr. Dilip Kailashprashad Sanghai

The terms of reference of the Audit Committee are broadly stated as under:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

III. THE VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company.

17. QUALIFICATION GIVEN BY THE AUDITORS

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report.

18. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The Company has not entered into transactions with related parties in accordance with the provisions of the Section 188 of Companies Act, 2013 and the rules made thereunder.

19. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as Individual Directors, including the Chairman of the Board. The Board considered and approved the evaluation policy for evaluating the performance of Independent Directors and adopted the evaluation policy for evaluating the performance of the Directors by the Nomination and Remuneration Committee.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

20. AUDITORS:

M/s. V. K. Beswal & Associates, Statutory Auditors of your Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Directors recommend their re-appointment in the ensuing Annual General Meeting.

21. SECRETARIAL AUDITOR

Your Company had appointed M/s. Pramod S. Shah and Associates as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2014 - 15.

M/s. Pramod S. Shah and Associates have issued their Audit report, the same is appended as Annexure II.

22. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL

PERSONNEL AND EMPLOYEES;

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2), Chapter XIII as provided under Section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. The further details with regard to payment of remuneration to Director and Key Managerial Personnel is provided in Form No. MGT 9- extract of annual return appended as Annexure I

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state the following:-

(a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements 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, 2015 and of the profit of the Company for the year ended on that date;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

24. Acknowledgement

Your Directors place on record their sincere gratitude for the assistance, guidance and cooperation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Date: May 29, 2015 Sd/- Sd/- Place: Mumbai Dilip K. Sanghai Sharad Kumar Sureka Director Director

Registered Office:

384-M, Dabholkarwadi, Sd/- 3rd Floor, Kalbadevi Road, Rashmi Newalkar Mumbai- 400002 Director

---

Mar 31, 2014

The Members of

SHIVA SUITINGS LIMITED

The Directors present herewith the 28th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS (In Rs.) 2013-14 2012-13

Gross Profit/(Loss) before interest and depreciation 1,597,675 1,708,374 and tax

Less: Interest -- --

Less: Depreciation -- --

Less: Prior period items (6,663) (1265)

Net Profit /(Loss) 1,591,012 1,707,109

Less: Provision For Deferred Tax (314,500) (342,100)

Less: Provision for Income Tax (493,681) (594,173)

Add: MAT Credit Entitlement 304,437 319,860

Net Profit After tax 1,087,268 1,090,696

Balance Carried Forward to Balance Sheet 1,087,268 1,090,696



2. DIVIDEND

The Board of Directors do not recommend any dividend for the Financial Year ended March 31, 2014.

3. FUTURE OUTLOOK

a) Internal Control Systems and their Adequacy

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorised, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorisation and approval procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of Directors.

b) Financial Performance and related disclosures

Total income during the year under review is INR 27,595,775/- as against Rs 29,967,415/- in the previous year. The sales have decreased from INR 29,881,803/- to Rs. 27,534,722/- as compared to previous year.

4. FIXED DEPOSITS

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed thereunder during the Financial Year ended 31 March 2014.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) That in the preparation of the Annual Accounts for the year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That 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 financial year ended March 31, 2014 and of the Profit of the Company for that year.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities that the Directors have prepared the Annual Accounts for the year ended March 31, 2014, on a going concern basis.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Dilip Kailashprashad Sanghai and retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your directors recommend their re–appointment.

7. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V. K. Beswal & Associates, and Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re- appointment. The Company has also received a certificate from them under Section 224(1B) of the Companies Act, 1956.

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

(A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were no earnings & expenditures in foreign currency.

9. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs.60,00,000/- or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs.500,000/-. The disclosure under the said Section is not given as there are no such employees.

10. COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11 (E), Dated 05-01-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from M/s. Pramod S. Shah & Associates - Practising Company Secretaries is annexed as a part of the Directors Report.

11. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

Sd/- Sd/- Date : May 30, 2014 Sharad Kumar Sureka Subramani Seetharaman Place : Mumbai Director Director

Registered Office : 384-M, Dabholkarwadi, Sd/- 3rd Floor, Kalbadevi Road, Dilip K. Sanghai Mumbai- 400002 Director

---

Mar 31, 2013

To, The Members of SHIVA SUITINGS LIMITED

The Directors present herewith the 27th Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2013.

1. FINANCIAL RESULTS

(in Rs.)

2012-13 2011-12

Gross Profit/(Loss) before interest and depreciation and tax 1,708,374 38,965,344

Less: Interest - -

Less: Depreciation - 184,568

Less: Prior period items 1265 -

Net Profit /(Loss) 1,707,109 38,780,776

Less: Provision For Deferred Tax (594,173) (411,548)

Less: Provision for Income Tax (342,100) (7,900,300)

Add: MAT Credit Entitlement 319,860 5,855,029

Net Profit Aftertax 1,090,696 36,323,957

Balance Carried Forward to Balance Sheet 1,090,696 36,323,957

2. DIVIDEND

The Board of Directors do not recommend any dividend for the Financial Year ended March 31st, 2013.

3. FUTURE OUTLOOK

a) Internal Control Systems and their Adequacy

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of directors.

b) Financial Performance and related disclosures

Total income during the year under review is Rs. 29,967,415 /- as against Rs. 63,229,279 /- in - the previous year. The sales has increased from Rs. 25,458,810/- to Rs. 29,881,803/- as compared to previous year showing increase of 17.37%.

4. FIXED DEPOSITS

The Company has not accepted any deposits from public under the Provisions of Section 58A of the Companies Act 1956 and rules framed there under during the Financial Year ended 31st March 2013.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31st, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that 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 financial year ended March 31st, 2013 and of the Profit of the Company for that year.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities that the Directors have prepared the Annual Accounts for the year ended March 31 , 2013, on a going concern basis.

6. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Bhim Sen Indersen Mittal retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend their re-appointment.

7. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V. K. Beswal & Associates, Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under Section 224(1 B) of the Companies Act, 1956.

(A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

} The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

9. DISCLOSURE UNDER SECTION 217/2A) OF THE COMPANIES ACT. 1956.

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E) dated March 31, 2011 require the disclosure of the names and particulars of the employees who are receipt of remuneration for the financial year under review which, in the aggregate, was not less than Rs. 60,00,000/- or who was in receipt of remuneration for any part of the financial year under review, at a rate which, in the aggregate, was not less than Rs. 500,000/-. The disclosure under the said Section is not given as there are no such employees.

11. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

Date: May 29, 2013 Sd/- Sd /-

Place: Mumbai Sharad Kumar Sureka Subramani Seetharaman

Director Director

Registered Office :

384-M, Dabholkarwadi, Sd/-

3rd Floor, Kalbadevi Road, Dilip K. Sanghai

Mumbai- 400002 Director

---

Mar 31, 2010

The Directors present herewith the 24th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS

(Rs. In Lac)

2009-10 2008-09

Gross Profit/(Loss) before interest and 41.04 20.95 depreciation and tax

Less: Interest 0.00 40.79

Less : Depreciation 4.94 4.89

4.94 45.68

Net Profit /(Loss) 36.10 (24.73)

Less: Provision for Income Tax 4.47 -

Net Profit After tax 31.63 (24.73)

Add: Balance brought forward (523.41) (498.68)

Balance Carried Forward to Balance Sheet (491.78) (523.41)

2. DIVIDEND

The Board of Directors does not recommend any dividend for the Financial Year ended March 31, 2010.

3. FUTURE OUTLOOK

a) The New Corporate Perspective.

The Companys Management is taking every possible step to revive the unit Portion of the Factory premises which is leased out and has started earning rent for meeting the day-to-day expenses of the Company.

b) Internal Control Systems and their Adequacy

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorised, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorisation and approval procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of directors.

c) Financial Performance and related disclosures

Total income achieved during the year under review is Rs. 38,973,776/- as against Rs. 6,098,744/- in the previous year. The income from sales has increased from Rs. 2,269,806/- to Rs. 36,611,065/- as compared to previous year showing an increase of 1512.96%.

4. DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LIMITED

Your Company has received the delisting approval from Ahmedabad Stock Exchange Limited dated 21/10/2009, according to which the equity shares of the Company have been suspended from trading with effect from 21/10/2009 and the equity shares of the Company shall be delisted from the stock exchange with effect from 21/10/2009.

5. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

6. COST AUDIT

The Company is not required to undertake cost audit as required under Section 233 B of the Companies Act, 1956.

7. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material -departures, if any.

b) that 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 financial year ended March 31, 2010 and of the Profit of the Company for that year.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities that the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

8. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 Mr. Subramani Seetharaman retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend their re-appointment.

9. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V. K. Beswal & Associates, Chartered Accountants retire at ensuing Annual General

Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under Section 224(1 B) of the Companies Act, 1956.

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

(A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there were no foreign exchange earnings.

11. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

12. COMPLIANCE CERTIFICATE

* Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956, is attached to the Directors Report.

13. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support. Your Directors also wish to place on record their appreciation-for the contribution made by the employees.

For and on behalf of the Board of Directors

Date: August02, 2010

Sd/- Place : Mumbai (Sharad Kumar Sureka)

Director

Registered Office

384-M, Dabholkarwadi,

3rd Floor, Kalbadevi Road, Sd/-

Mumbai- 400002 (Subramani Seetharaman)

Director

---

Mar 31, 2009

The Directors present herewith the 23rd Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

(Rs. in Lac) 2008-09 2007-08 Gross Profit/(Loss) before interest and - 20.95 - 24.89 depreciation and tax Less: Interest 40.79 - 43.49 - Less : Depreciation 4.89 - 3.57 - 45.68 - 47.06 - Net Profit/(Loss) - (24.73) - (22.17) Add: Balance brought forward - (498.68) - (476.51) Balance Carried Forward to Balance Sheet - (523.41) - (498.68)

2. DIVIDEND

The Board of Directors do not recommend any dividend for the Financial Year ended March 31, 2009.

3. FUTURE OUTLOOKS

(a) The New Corporate Perspective

The Companys Management is taking every possible steps to revive the unit. Portion of the factory premises which is leased out and has started earning rent for meeting the expenses of the Company. The Management is exploring the possibility for the revival of the unit.

(b) Internal Control Systems and their Adequacy

The Company has adeqaute and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines and authorization and approval

procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of Directors.

(c) Financial performance and related disclosures

Total income achieved during the year under review is Rs.6,098,744/- as against Rs.21,119,214/ - in the previous year. The income from sales has decreased to Rs.2,269,806/- as against Rs. 19,106,984/- in previous year, showing a decrease of 88.12%.

4. DISCLOSURE

The Office Premises of Shiva Suitings Limited was sold to Shrijee Lifestyle Private Limited.

5. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

6. COST AUDIT

The Company is not required to undertake cost audit as required under section 233 B of the.Companies Act, 1956.

7. DIRECTORS RESPONSIBLITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of section 217 (2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31,2009, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2009 and of the loss of the Company for that year.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguard- ing the assets of the Company and for preventing and detecting fraud and other irregularities that the Directors have prepared the Annual Accounts for the year ended March 31,2009, on a going concern basis.

8. DIRECTORS

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956, Mr. Sharad Kumar Sureka retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

9. STATUTORY AUDITORS

You are requested to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V. K. Beswal & Associates, Chartered Accountants retire at ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received a certificate from them under section 224 (1B) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY. TECHNOLOGY ABSQRPTION. FOREIGN EXCHANGE EARN- INGS AND OUTGO.

A. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION :

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

B. FOREIGN EXCHANGE EARNING AND OUTGO :

During the year under review, there were no foreign exchange earnings/outgo.

11. DISCLOSURE UNDER SECTION 217 (2A) OF THE COMPANIES ACT. 1956.

The Company has no employee in the category specified under section 217 (2A) of the Companies Act, 1956.

12. COMPLIANCE CERTIFICATE

Compliance Certificate pursuant to Section 383 A of the Companies Act, 1956, is attached to the Directors Report.

12. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the cooperation and assistance given by the banks and investors during the year under review and are confident that the Company will continue to receive such support in the years ahead.

For and on behalf of the Board of Directors Dated : August 10, 2009 Sd/- (Sharad Kumar Sureka) Place : Mumbai Director Registered Office : 384 - M, Dabholkar Wadi, 3rd Floor, Kalbadevi Road, Mumbai - 400002.