Directors Report of Sujala Trading & Holdings Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 44th Audited Annual Report together with the Audited Accounts of the
Company for the Year ended March 31, 2025.

1. FINANCIAL RESULTS:

Particulars	Financial Results
	March 31, 2025	March 31, 2024
Total Income	148.52	163.68
Total Expenses	162.00	180.29
Profit before Depreciation, Finance Cost & Taxation	(13.48)	(16.61)
Less: Depreciation	0.20	0.11
Profit before Tax	(13.68)	(16.72)
Less: Current Tax	-	-
Less: Deferred Tax	0.01	0.23
Profit / Loss for the year	(13.67)	(16.95)
Other Comprehensive Income	-	0.33
Total Comprehensive Income	(13.67)	(16.62)
Add: Balance of Retained Earnings brought forward from previous year	9.84	28.95
Less: Transfer to Reserve	-	2.49
Less: Transfer from Retained Earning to Contingency Provision for Standard Assets
Less: Dividend pay-out including Tax on Dividend	-	-
Balance of Retained Earnings carried to Balance sheet	(3.83)	9.84

Note: The above figures are extracted from the Financial Statements as per the Indian Accounting Standards (Ind AS).

TRANSFER TO RESERVE:

The Company did not proposes to transfer any amount to the Reserve.

OPERATIONAL REVIEW:

Your Company has decreased in the Revenue from Operation (Gross) that stood at ?148.52 Lac (approx.) for the financial year
2024-2025 as compared to ?163.33 Lac (approx.) for the financial year 2023-2024.

On account of such, your Company was able to generate lower Profit (net of Tax) of -? 13.67 Lac (approx.) for this financial
year, indicating a increased by 17.75% (approx.) of the Profit margin as compared to previous financial year.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of this report and
there has been no change in the nature of business.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the overall Industry
Trends and Developments, Opportunities and Threats, Risk and Concern, Company’s Outlook and Company’s Internal Control
and System during the Financial Year 2024-2025 is annexed as “Annexure-1” forming part of this Report.

FUTURE PROSPECT:

The Company is engaged in the business of providing Non-Banking Financial Services for which a continuous demand in the
domestic market exists. Considering the present market scenario and overall economy of the domestic market, your Company is
expecting a substantial higher demand in the domestic market during the next couple of years that will eventually pave the scope
of business for your Company in the existing market and provide the opportunity in terms of an expanded and higher standard
for the business operation of the Company in the near future.

DIVIDEND

Your Directors intend to plough back available resources for the financial requirements and express their inability to recommend
any dividend for the financial year due to fall in profit.

DEPOSIT

The Company has not accepted any deposits during the year under review and it continues to be a Non deposit taking Non¬
Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits)
Rules, 1975.

SHARE CAPITAL:

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2025 stood at T572.175 Lakhs
comprising of 57,21,750 Equity Shares of ? 10/- each. During the financial year under review, there was no alteration to the
Issued and Paid-Up Equity Share Capital neither in form of addition, reduction nor by any other means. Hence, the Paid-up
Equity Share Capital remained same compared to March 31, 2024.

FINANCE:

Your company continues to focus on judicious management of its working capital, receivables, inventories and other working
capital parameters were kept under strict check through continuous monitoring.

Apart from that, during the financial year under review, your Company has not issued any security and/or debt instrument in
any manner to raise any fund.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant or material order passed by the any Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROL:

Your Company has a proper and adequate system of Internal Financial Control in order to be commensurate with the size, scale
and nature of the operations of the Company. The system is designed to adequately ensure that financial and other records are
reliable for preparing financial information and other data and for maintaining accountability of assets.

The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with accounting procedures and policies of the Company. The main thrust of internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Report is presented before the Audit Committee for review at regular intervals.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following
parameters:

(a) Familiarity with Policies and Procedures — the related policies and procedures and the changes thereto, if any, are
communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures
correctly.

(b) Accountability of Transactions — There is a proper delegation of authorities and responsibilities so as to ensure accountability
of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports — For accuracy and completeness of information, reconciliation
procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively
used.

(d) Retention and Filing of Base Documents — All the source documents are properly filed and stored in a safe manner. Further,
important documents, depending upon their significance are also digitized.

(e) Segregation of Duties — It is ensured that no person handles all the aspect of a transaction. To avoid any conflict of interest
and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness — It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company as and when required. There has
also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company has no any subsidiary, associates or joint ventures as on 31^st March, 2025.

REPORT ON THE CORPORATE GOVERNANCE:

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations
prescribed set out under SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

The Company has obtained a Certificate from M/ s. G C Bafna & Co., Chartered Accountants, the Statutory Auditor of the
Company, regarding compliance of Corporate Governance under Regulation 27 of (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

A Report on Corporate Governance in compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the year under review together with the Auditors’ Certificate thereon is annexed as
“Annexure-2” forming part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS:

The Notices and Agenda of the Meetings of Board of Directors held during the financial year under review, were prepared and
circulated to all the Directors. The details of which are given in the Corporate Governance Report in “Annexure-2”. The
intervening gap between the Meetings was within the limit as prescribed under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company met once during the year without the presence of any Executive Directors
and Management Executives.

The Independent Directors met on that Meeting to take note of the following activities:

^ the performance of non-Independent Directors and the Board as a whole;

^ the performance of the Chairperson of the Company, taking into account the views of Executive Directors and
Non- Executive Directors;

^ the parameters for evaluation of Independent Directors; and

^ the quality, quantity and timeliness of flow of information between the Company management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board comprises of 4 (four) Directors as on 31^st March, 2025 namely:

^ Mr. Subhadeep Mukherjee designated as the Managing Director (Executive Director)

^ Mrs. Tapashi Naha Roy (Non-Executive Independent Director)

^ Mr. Manish Agarwal (Non-Executive Independent Director)

^ Mr. Priyankar Basu Mallick (Non-Executive Director)

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Tapashi Naha Roy will retire by
rotation at the forthcoming 44^th Annual General Meeting to be held on 25th September, 2025 and being eligible will offer
himself for reappointment.

Your Company has two Key Managerial Personnel (KMP) as defined under section 203 of the companies Act, 2013, along
with Mr. Subhadeep Mukherjee, designated as the Managing Director mentioned above, namely Mr. Ashok Kumar
Agrawal, the Chief Financial Officer and Ms. Prerna Mall, the Company Secretary as on 31^st March, 2025.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

A. In the preparation of the annual accounts, the applicable accounting standards have been followed.

B. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit or loss of the Company for the year under review.

C. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

D. The Directors have 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.

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

INDEPENDENT DIRECTOR:

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has 2 (two) Independent Directors as on 31^st March, 2025 namely Mr. Manish Agarwal and Ms. Tapashi Naha
Roy who have duly submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act,
2013 stating that they meet the criteria of independence as provided in sub-section (6) of the Companies Act, 2013 and Rules
made there under.

DETAILS OF BOARD COMMITTEE:

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Stakeholders’ Relationship Committee and.

3. Nomination & Remuneration Committee.

The details of composition, terms of reference and meetings held and attended by the Committee members of Audit
Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee are provided in the
Corporate Governance Report annexed as “Annexure-2”.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism in compliance with the requirement of provisions of Section 177(9) of the
Companies Act, 2013 and Regulation 22 of the Regulation, for the Directors and employees to report genuine concerns and
grievances. This mechanism provides adequate safeguards against victimisation of employees and directors and also provide for
direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available at the
Company’s website and can be accessed through a web-link i.e.
http://www.sujalagroup.com/attachmnt/disclosure/Vigil%20Mechanism.pdf

FORMAL ANNUAL EVALUATION AND ITS CRITERIA:

The Nomination and Remuneration Committee of the Board has formulated and laid down criteria for annual evaluation of
Directors pursuant to provisions of Section 178 of the Companies Act, 2013 and Listing Regulations and as per requirements of
Section 134 of the Act, the manner of evaluation is disclosed below —

A. The Board shall evaluate the roles, functions, duties of the Independent Directors (IDs) of the Company. Each ID shall be
evaluated by all other Directors except by the Director being evaluated. The Board shall also review the manner in which IDs
follow guidelines of professional conduct as specified in Schedule IV to the Act. The adherence of Section 149 and aforesaid
Schedule IV by the IDs shall also be reviewed by the Board.

B. Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them,
expectations of Board and level of participation.

C. Performance review of Chairman of the Company in terms of the level of competence of Chairman in steering the Company.

D. The review and assessment of the flow of information by the Company to the Board and the manner in which deliberations
take place, the manner of placing Agenda and contents therein.

E. The review of the performance of Directors individually, its own performance as well as evaluation of working of its
Committees shall be carried out by the Board.

F. On the basis of performance evaluation, it shall be determined by the Nomination & Remuneration Committee and Board
whether to extend or continue the term of appointment of ID subject to all other applicable compliances. Further, in terms of
the requirements of the Act and the Listing Regulations, the Board had carried out an annual evaluation of its own performanc e,
the performance of Directors individually as well as evaluation of the performance and working of its Committees at its meeting
based on the criteria formulated by the Nomination & Remuneration Committee.

Meeting of Independent Directors: The Independent Directors of the Company held a separate meeting without the attendance
of Non-Independent Directors and members of the management for evaluation of the performance of Non-Independent
Directors, the Board as a whole and Chairman of the Company and for consideration of such other matters as required under
the provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the company has
no corporate social responsibility committee of the Board.

MANAGERIAL REMUNERATION:

The statement pertaining to particulars of employees including their remuneration as required to be reported under the
provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being
in force) (the Rules) are provided in “Annexure-3” to this Report.

However, as per the provisions of Section 136 of the Act, the Reports and Accounts for the Financial Year 2024-2025 are
being sent to the Members and other entitled thereto, excluding this statement. This statement is available for inspection
by the Members at the Registered Office of the Company during business hours on working days of the Company.

If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
The disclosures pertaining to the remuneration of Directors, KMPs and employees as required under Section 197(12) of
the Act, read with Rule 5(1) of the Rules are provided in “Annexure-3” to this Report.

AUDITOR:

STATUTORY AUDITOR:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as
“The Act”), the Company at its 42nd Annual General Meeting (‘AGM”) held on 21.08.2023 approved the appointment of M/s.
G C Bafna & Co, Chartered Accountants (Firm Registration No. 319104E) as Statutory Auditor for a period of 5 years
commencing from the conclusion of 42^nd Annual General Meeting (‘AGM”) till the conclusion of 47^th Annual General Meeting
(‘AGM”).

During the year under review, the Auditor has not reported any matter under Section 143(12) of the Act, therefore, no detail is
required to be disclosed under Section 134(3)(ca) of the Act.

The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do not
call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Kanchan Maheswari
(Membership No: 55837), a practicing Company Secretary, as the Secretarial Auditor of the company for conducting secretarial
audit work for the financial year 2025-2026.

Secretarial Audit Report for the year 2024-2025 as issued in the prescribed form MR-3 is annexed herewith as “Annexure-4”.
The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR:

In terms of the provisions of Section 138 of the Companies Act, 2013, M/s. Santinath & Associates (FRN: 322317E), an
Independent Firm of Chartered Accountants, were appointed as the Internal Auditor of the Company for the Financial Year
2025-2026. The Audit Committee in consultation with the Internal Auditor formulated the scope, functioning, periodicity and
methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews Internal Audit Report.

The Board has re-appointed M/s. Santinath & Associates, as Internal Auditor for the Financial Year 2025-2026 under the
provisions of Section 138 of the Companies Act, 2013.

PUBLIC DEPOSITS:

During the Financial Year 2024-2025, your Company has not accepted any deposit within the meaning of Sections 73 and 76 of
the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, INVESTMENTS GUARANTEES & SECURITIES:

Your Company is Non-Banking Financial company registered with RBI in this behalf engaged in the business of financing of
Companies.

The company, during the financial year under review, has not given any loans / given guarantees / provided Securities or made
Investments which attracts the requirements of section 186 of the Companies Act, 2013.

DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerial ization through National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). As on March 31, 2025, 99.55 % of Equity Shares of your Company were
held in dematerialized form.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract
of Annual Return as on the Financial Year ended 31 March 2025 in Form MGT 9 is annexed to this Report as “Annexure-5”

DISCLOSURE UNDER SEXUAL HARRASMENTOF WOMAN AT WORKPLACE (PREVETION,
PROHIBITION AND REDRESSAL) ACT, 2013:

No case was reported during the year under review.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Your Company has not entered into such transactions as defined under section 188of the Companies Act, 2013 with any of the
Related Parties during the financial year under review. Eventually There are no materially significant related party transactions
entered into by the Company during that period.

RISK MANAGEMENT POLICY:

As of now, your company has not identified any element of risk which may threaten the existence of the company. Therefore,
having regard to the requirement of section 134(3)(n) of the Companies Act, 2013 and & non-applicability of Regulation 21 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, your Company has neither formulated any risk
management policy nor has constituted a Risk Management Committee.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required
under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not
applicable to the company.

The company has not carried out any R&D activities also.

1. Conservation of Energy: Nil

2. Technology Absorption & Adoption: Nil

3. Foreign Exchange Earning & Outflow: Nil

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State
Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation
and assistance. Your Directors also acknowledges gratefully to the shareholders for their support and confidence reposed on
your Company.

For and on behalf of the Board of Directors

Place: Kolkata

Date: 30^th day of May, 2025

Chairman

Mr. Subhadeep Mukherjee

---

Mar 31, 2024

Your Directors have pleasure in presenting their 43^rd Audited Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.

1. FINANCIAL RESULTS:

< m Lac

Particulars	Financial Results
	March 31, 2024	March 31, 2023
Total Income	163.68	234.69
Total Expenses	180.29	219.88
Profit before Depreciation, Finance Cost & Taxation	(16.61)	14.81
Less: Depreciation	0.11	0.28
Profit before Tax	(16.72)	14.53
Less: Current Tax	-	3.70
Less: Deferred Tax	0.23	(0.11)
Profit / Loss for the year	(16.95)	10.94
Other Comprehensive Income	0.33	-
Total Comprehensive Income	(16.62)	10.94
Add: Balance of Retained Earnings brought forward from previous year	28.95	20.50
Less: Transfer to Reserve	2.49	2.49
Less: Transfer from Retained Earning to Contingency Provision for Standard Assets
Less: Dividend pay-out including Tax on Dividend	-	-
Balance of Retained Earnings carried to Balance sheet	9.84	28.95

Note: The above figures are extracted from the Financial Statements as per the Indian Accounting Standards (Ind AS).

TRANSFER TO RESERVE:

The Company proposes to transfer an amount of ?2.49 Lac to the Reserve.

OPERATIONAL REVIEW:

Your Company has decreased in the Revenue from Operation (Gross) that stood at ?163.33 Lac (approx.) for the financial year 2023-2024 as compared to ?234.24 Lac (approx.) for the financial year 2022-2023.

On account of such, your Company was able to generate lower Profit (net of Tax) of -? 16.62 Lac (approx.) for this financial year, indicating a fall by 251.92% (approx.) of the Profit margin as compared to previous financial year.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report and there has been no change in the nature of business.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the overall Industry Trends and Developments, Opportunities and Threats, Risk and Concern, Company’s Outlook and Company’s Internal Control and System during the Financial Year 2023-2024 is annexed as “Annexure-1” forming part of this Report.

FUTURE PROSPECT:

The Company is engaged in the business of providing Non-Banking Financial Services for which a continuous demand in the domestic market exists. Considering the present market scenario and overall economy of the domestic market, your Company is expecting a substantial higher demand in the domestic market during the next couple of years that will eventually pave the scope of business for your Company in the existing market and provide the opportunity in terms of an expanded and higher standard for the business operation of the Company in the near future.

DIVIDEND

Your Directors intend to plough back available resources for the financial requirements and express their inability to recommend any dividend for the financial year due to fall in profit.

DEPOSIT

The Company has not accepted any deposits during the year under review and it continues to be a Non deposit taking NonBanking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.

SHARE CAPITAL:

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2024 stood at ?.572.175 Lakhs comprising of 57,21,750 Equity Shares of ? 10/- each. During the financial year under review, there was no alteration to the Issued and Paid-Up Equity Share Capital neither in form of addition, reduction nor by any other means. Hence, the Paid-up Equity Share Capital remained same compared to March 31, 2023.

FINANCE:

Your company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Apart from that, during the financial year under review, your Company has not issued any security and/or debt instrument in any manner to raise any fund.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant or material order passed by the any Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROL:

Your Company has a proper and adequate system of Internal Financial Control in order to be commensurate with the size, scale and nature of the operations of the Company. The system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Report is presented before the Audit Committee for review at regular intervals.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(a) Familiarity with Policies and Procedures — the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(b) Accountability of Transactions — There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(c) Accuracy & Completeness of Financial Statements/ Reports — For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer softwares are extensively used.

(d) Retention and Filing of Base Documents — All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.

(e) Segregation of Duties — It is ensured that no person handles all the aspect of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(f) Timeliness — It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company as and when required. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company has no any subsidiary, associates or joint ventures as on 31^st March, 2024.

REPORT ON THE CORPORATE GOVERNANCE:

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed set out under SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.

The Company has obtained a Certificate from M/s. G C Bafna & Co., Chartered Accountants, the Statutory Auditor of the Company, regarding compliance of Corporate Governance under Regulation 27 of (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A Report on Corporate Governance in compliance with the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review together with the Auditors’ Certificate thereon is annexed as “Annexure-2” forming part of this Report.

MEETINGS OF THE BOARD OF DIRECTORS:

The Notices and Agenda of the Meetings of Board of Directors held during the financial year under review, were prepared and circulated to all the Directors. The details of which are given in the Corporate Governance Report in “Annexure-2”. The intervening gap between the Meetings was within the limit as prescribed under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company met once during the year without the presence of any Executive Directors and Management Executives.

The Independent Directors met on that Meeting to take note of the following activities:

^ the performance of non-Independent Directors and the Board as a whole;

^ the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors;

^ the parameters for evaluation of Independent Directors; and

^ the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board comprises of 4 (four) Directors as on 31^st March, 2024 namely:

^ Mr. Subhadeep Mukherjee designated as the Managing Director (Executive Director)

^ Mrs. Tapashi Naha Roy (Non-Executive Independent Director)

^ Mr. Gourav Goel (Non-Executive Independent Director)

^ Mr. Priyankar Basu Mallick (Non-Executive Director)

In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Priyankar Basu Mallick, will retire by rotation at the forthcoming 43rd Annual General Meeting to be held on 30th September, 2024 and being eligible will offer himself for reappointment.

Your Company has two Key Managerial Personnel (KMP) as defined under section 203 of the companies Act, 2013, along with Mr. Subhadeep Mukherjee, designated as the Managing Director mentioned above, namely Mr. Ashok Kumar Agrawal, the Chief Financial Officer and Ms. Prerna Mall, the Company Secretary as on 31^st March, 2024.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

A. In the preparation of the annual accounts, the applicable accounting standards have been followed.

B. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

C. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. The Directors have 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.

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

INDEPENDENT DIRECTOR:

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has 2 (two) Independent Directors as on 31^st March, 2024 namely Mr. Gourav Goel and Ms. Tapashi Naha Roy who have duly submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of the Companies Act, 2013 and Rules made there under.

DETAILS OF BOARD COMMITTEE:

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Stakeholders’ Relationship Committee and.

3. Nomination & Remuneration Committee.

The details of composition, terms of reference and meetings held and attended by the Committee members of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee are provided in the Corporate Governance Report annexed as “Annexure-2”.

VIGIL MECHANISM:

The Company has established a Vigil Mechanism in compliance with the requirement of provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Regulation, for the Directors and employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimisation of employees and directors and also provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The said Policy is available at the Company’s website and can be accessed through a web-link i.e.

http://www.sujalagroup.com/attachmnt/disclosure/Vigil%20Mechanism.pdf FORMAL ANNUAL EVALUATION AND ITS CRITERIA:

The Nomination and Remuneration Committee of the Board has formulated and laid down criteria for annual evaluation of Directors pursuant to provisions of Section 178 of the Companies Act, 2013 and Listing Regulations and as per requirements of Section 134 of the Act, the manner of evaluation is disclosed below —

A. The Board shall evaluate the roles, functions, duties of the Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other Directors except by the Director being evaluated. The Board shall also review the manner in which IDs follow guidelines of professional conduct as specified in Schedule IV to the Act. The adherence of Section 149 and aforesaid Schedule IV by the IDs shall also be reviewed by the Board.

B. Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectations of Board and level of participation.

C. Performance review of Chairman of the Company in terms of the level of competence of Chairman in steering the Company.

D. The review and assessment of the flow of information by the Company to the Board and the manner in which deliberations take place, the manner of placing Agenda and contents therein.

E. The review of the performance of Directors individually, its own performance as well as evaluation of working of its Committees shall be carried out by the Board.

F. On the basis of performance evaluation, it shall be determined by the Nomination & Remuneration Committee and Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances. Further, in terms of the requirements of the Act and the Listing Regulations, the Board had carried out an annual evaluation of its own performance, the performance of Directors individually as well as evaluation of the performance and working of its Committees at its meeting based on the criteria formulated by the Nomination & Remuneration Committee.

Meeting of Independent Directors: The Independent Directors of the Company held a separate meeting without the attendance of Non-Independent Directors and members of the management for evaluation of the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company and for consideration of such other matters as required under the provisions of the Act.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the company has no corporate social responsibility committee of the Board.

MANAGERIAL REMUNERATION:

The statement pertaining to particulars of employees including their remuneration as required to be reported under the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (the Rules) are provided in “Annexure-3” to this Report.

However, as per the provisions of Section 136 of the Act, the Reports and Accounts for the Financial Year 2023-2024 are being sent to the Members and other entitled thereto, excluding this statement. This statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company.

If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The disclosures pertaining to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Rules are provided in “Annexure-3” to this Report.

AUDITOR:

STATUTORY AUDITOR:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its 42^nd Annual General Meeting (‘AGM”) held on 21.08.2023 approved the appointment of M/s. G C Bafna & Co, Chartered Accountants (Firm Registration No. 319104E) as Statutory Auditor for a period of 5 years commencing from the conclusion of 42^nd Annual General Meeting (‘AGM”) till the conclusion of 47^th Annual General Meeting (‘AGM”).

During the year under review, the Auditor has not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Kanchan Maheswari (Membership No: 55837), a practicing Company Secretary, as the Secretarial Auditor of the company for conducting secretarial audit work for the financial year 2024-2025.

Secretarial Audit Report for the year 2023-2024 as issued in the prescribed form MR-3 is annexed herewith as “Annexure-4”. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR:

In terms of the provisions of Section 138 of the Companies Act, 2013, M/s. Santinath & Associates (FRN: 322317E), an Independent Firm of Chartered Accountants, were appointed as the Internal Auditor of the Company for the Financial Year 2024-2025. The Audit Committee in consultation with the Internal Auditor formulated the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews Internal Audit Report.

The Board has re-appointed M/s. Santinath & Associates, as Internal Auditor for the Financial Year 2024-2025 under the provisions of Section 138 of the Companies Act, 2013.

PUBLIC DEPOSITS:

During the Financial Year 2023-2024, your Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, INVESTMENTS GUARANTEES & SECURITIES:

Your Company is Non-Banking Financial company registered with RBI in this behalf engaged in the business of financing of Companies.

The company, during the financial year under review, has not given any loans / given guarantees / provided Securities or made Investments which attracts the requirements of section 186 of the Companies Act, 2013.

DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2024, 99.55 % of Equity Shares of your Company were held in dematerialized form.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return as on the Financial Year ended 31 March 2024 in Form MGT 9 is annexed to this Report as “Annexure-5”

DISCLOSURE UNDER SEXUAL HARRASMENTOF WOMAN AT WORKPLACE (PREVETION, PROHIBITION AND REDRESSAL) ACT, 2013:

No case was reported during the year under review.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Your Company has not entered into such transactions as defined under section 188of the Companies Act, 2013 with any of the Related Parties during the financial year under review. Eventually There are no materially significant related party transactions entered into by the Company during that period.

RISK MANAGEMENT POLICY:

As of now, your company has not identified any element of risk which may threaten the existence of the company. Therefore, having regard to the requirement of section 134(3)(n) of the Companies Act, 2013 and & non-applicability of Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, your Company has neither formulated any risk management policy nor has constituted a Risk Management Committee.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the company.

The company has not carried out any R&D activities also.

1. Conservation of Energy: Nil

2. Technology Absorption & Adoption: Nil

3. Foreign Exchange Earning & Outflow: Nil

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. Your Directors also acknowledges gratefully to the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Place: Kolkata

Date: 30^th day of May, 2024

Chairman

Mr. Subhadeep Mukherjee

---

Mar 31, 2015

Dear Members,

The Director; have pleasure in presenting their 34th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

FINANCIAL RESULTS:(Rs.)

Standalone

Particulars March 31, March 31, 2015 2014

Total income 22403033 SS811466

Total Expenses 19256288 84582400

Profit before Depreciation, Finance Cost & 3136745 4229066 Taxation

Less: Depreciation 19467

Less' Finance Cost 1946370 3444538

Profit before Tax 1190375 765061

Less: Current Tax 369200 239232

Less: Deferred Tax (8718) (5218)

Profit/Loss for the year 829893 531047

Add Balance brought forward from previous (18,47/717) (1796788)' year

Less: Transfer to Special Reserve 165979 10G2D9

Income Tax for earlier year - (2233)

Contingent provision for Standard Assets - 476000

Transitional Provision for Depreciation 35557

Balance carried to Balance sheet (1219359) (1847717)

Particulars Consolidated

March 31, March 31, 2015 2014

Total income 22403433 68929656

Total Expenses 19379240 84775056

Profit before Depreciation, Finance Cost & 3G24191 4154910

Taxation

Less: Depreciation 19467

Less' Finance Cost 1946370 344453B

Profit before Tax 1077623 69090"

Less: Current Tax 369200 239232

Less: Deferred Tax (8718) (5216)

Profit/Loss for the year 717342 456691

(2570475} (2447390) Add Balance brought forward from previous year

Less: Transfer to Special Reserve 165979 106209

Income Tax for earlier year - (2233)

Contingent provision for Standard Assets - 476000

Transitional Provision for Depreciation 35557 -

Balance carried to Balance sheet (2054669) (2570475)

The company proposes to transfer an amount of Rs.1,65,979 /- to the Special Reserves An amount of RiS, 6,2S,357/-Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues decreased to Rs, 2,24,03,033.GO against Rs. 3,87,63,181.00 sn the previous year. Profit before depreciation and taxation was Rs, 17,52,175-00 against Rs. 7,34,528.00 in the previous year, After providing for depreciation and taxation respectively, the net profit of the Company far the year under review was placed at Rs. 3,29,893.00 as against Rs.5,31,047.00 in the previous year

DIVIDEND:

No dividend is being recommended by the Directors for the current financial year in view of cash requirement for establishing the company in its formative years and growth plan.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.572.175 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 13-131/b lakhs. The company continues to focus cm judicious management of its working capital, receivables, inventories and ether working capital parameters were kept under strict check through continuous monitoring

STATUTORY INFORMATION:

The information pertaining to conservation of energy, technology absorption, Eqregn exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act. 2013 read with Rule 8(3) ui the Companies (Accounts) Rules, 2014 are not applicable to the company.

The company has not carried out any R&D activities,

1. CONSERVATION OF ENERGY: Nil

2. TECHNOLOGY ABSORPTION & ADOPTION' Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Sect on 134 (5) of the Cotparties Act, 2013, the directors would like to state that:

ii In the preparation of the annual accounts, the applicable accounting standards have been followed,

ii) The directors have selected such accounting policies and applied them consistency and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

ill] The directors have 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)The directors have prepared the annual accoLints on a going concern basis,

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

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

CORPORATE SOCIAL RESPONSIBILITY

Due to the non-filling of the conditions for appointment of the Corporate Social Responsibility Committee, such committee has not been formed by the company. The company is under obligation to spend any amount on the matter.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. I here are no materially significant related party transactions made by tie company with Promoters, Key Managerla Personnel or other designated persons which may have potential conflict with interest of the company at large. Attention of members is drawn to the disclosure of transactions with related parties set out in Note Mu. 25 of Consolidated Financial Statements, forming part of the Annual Report.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) fn} of the Companies Act, 2013 & Oau.se 4d of the listing agreement, the company has not constituted -r business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the com pany.

FIXED DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONS

in accordance with the Companies Act, 2013, Mr. Dhiraj Ram (Din-06752534) retires by rotation and being eligible offers himself for reappointment. MrGourav Goel and Ms.Anjana Gupta were appointed as Independent Directors as per provisions of Companies Act, 2013, though they were already Independent Directors under listing agreement.

Mr Subhadeep Mukherjee, Managing Director, Mr. Ash a k: Kumar Agrawal, Chief Financial Officers, Mr.fiohit Goel Company Secretary are the KMPs of the Company as per the provision of the Act.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Director;. During the year Seven Board Meetings and Five Audit Comm tree Meetings were convened and held. The details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under the Companies Art, 2013.

SUBSIDIARY COMPANIES:

The Company has 24 subsidiaries as on 31March, 2015. the Consolidated Financial Statements of the company and its subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The Consolidated Financial Statement have been prepared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as prescribed by the Securities Exchange hoard of India.

Pursuant to the provisions of the Companies Act, 2013, the statement containing the salient feature of the financial statement of a company'ssubsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as "Annexere C',

AUDITORS:

Pursuant to the provisions of Sec 139 of the Companies Act, 2013 and the rules made thereunder, Auditors M/S MAROIl & ASSOCIATES, Chartered Accountants, were appointed as statutory auditor of the Company from the conclusion of the Annual General Meeting of the Company held on September 29lfl, 2015 till the conclusion of the Annual General Meeting of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate An n ex u res, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed horewnth as "Annexure A"

SECRETABIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and ihe Companies (Appointment and Remuneration of Managerial PersoHitteiJ Rules, 2014, the Board of Directors has appointed Ms. Misha Jhunjhurrwala, practicing Company Secretary for conducting Secreting audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as Annexure B' The Secretarial Audit report does not contain any qualification, reservation or adverse remark

PARTICULARS OF EMPLOYEES: (rule 5(2) & rule 5(1))

None of the employees have drawn remuneration in excess of the limits prescribed by the Companies Act, 2013 and the Rules made there under which needs to be disclosed in the Directors Report.

AUDITOR'S REPORT:

1 he observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section lid of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Tour Company and its Directors wish to extend their si nee rest thanks to the Members of the Company, Bankers. State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. Your Directors also acknowledges prate fully to the shareholcers for their support and confidence reposed on your Company.

For and on behalf of the Board of Director

Chairmarn

Piece: Kofkata Date: May 29,2015

---

Mar 31, 2014

Dear Members,

The Board of Directors has pleased in presenting their Annual Report of the Company together with Audited Accounts for the year ended 31" March, 2011

FINANCIAL HIGHLIGHT

Year Ended Year Ended 31 st March. 3lst March, 2014 2013

Profit before Taxation 7,65,061 51685

Less: Provision for Taxation

Current Tax 239232 19000

Deferred Tax 5218 2793

Profit after Taxation 531047 35478

Less: Transferred to Special Reserved 106209 10000

Less: Contingent provision for

Standard Assets 476000 41000

Add: Balance brought forward (1798788) (1783266)

Add: Income tax for earlier year 2233 -

Balance Carried to Balance Sheet (1847717) (1798788)

FUTURE PERFORMANCE

in the year under review, the Company has made profit of Rs. 7.65,061 (PBT). Your Directors are identifying prospective area and will make appropriate investments that will maximize the revenue of the company in the current Financial Year. However at present the overall economic condition rs sluggish and does not warrant any investment that will yield revenue to the company.

DIVIDEND

In view of Normal Profit, your Directors do not recommend any dividend For ihe year.

STATUR0TY INFORMATION

Particulars in respect of Conservation of Energy, technology absorption etc. as required under Section 217 (1) |e) of the Companies Act, 1956 are not applicable to this Company. The Company has not carried out any RS.D activities.

1. CONSERVATION OF ENERGY: Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil PARTICULARS OF EMPLOYEES

None of the employees of the company have drawn remuneration in excess of the limits prescribed under section 271 (2A) of the Companies Act, 1956 (as re-enacted by Companies Act,2013) read with relevant rules framed thereunder.Therefore, there are no particulars to be furnished in this connect cm

AUDITORS

M/S M A ROT I & ASSOCIATES, Chartered Accountants, are the present statutory auditor of your Company and shall hold office till the end of this Annual General Meeting. They have already completed the term often years of appointment as the statutory auditors of your Company. Hence rn terms of the Companies Act.2013 they can now be re-appointed as auditors for another term of 3 Year only (when is the transition phase).Hence M/s Maroti & Associates, chartered Accountant, who retire on the conclusion of this ensuing Annual General Meeting, being eligible, offer themselves for reappcintmenl for a period three years,

DIRECTOR

During the Year Mr.Vi nay Kumar Shah, IVtr.Lalan Kumar Pandey, Mr.Sushil Kumar Agarwal and Mr.Shiv Nath Tiwari ceased to be Director of your Company consequent to his resignation. Your Board of Directors wishes to place on record their sincerest appreciation for the contribution made by him during his tenure.

In term of the requirement of the Companies Act, 2013 the independent Director of the Company, namely Mr.Gourav Goet and Tvls.Anjana Gupta will be appointed for a term of 5 Years w.e.f the date of this Annual General Meeting once the approval of the Shareholder at this Annual General Meeting is obtained. All the Director will not liable to retire by rotation.

Mr.Subhadeep Mukherjee has be appointed as the Managing Director w.e.f March 29, 2014, based on the aporoval of the Board at its meeting held on March 27, 2D14, subject to approval of the members of this Annual General Meeting.

Mr Dhiraj Ram was a has been appointed as a Additional Director w.e.f March 27,2014 has been going to appointed as Director, retire by rotation

DEPOSITS

I he company has not accepted any deposits from the public in the meaning of section 58A of the companies Act. 195b.

SUBSIDIARY COMPANY

The Company has 24 Subsidiary Company as on 31ST march, 2014

In the light of MCA Circular No.2/2011 issued by the Central Government dated 08th Febuary,2011 the Company is exempted from attaching the Annual Account of each of its Subsidiary companies with the Balance Sheet of the Company, The Board of Directors of the Company has,by Resoultion passed in its meeting held on 30TH May,2014,given consent for not attaching the Balance Sheet of the Subsidiaries concerned.

The Consolidated financial Statements of the Company and its subsidiary duly audted by the statutory auditors are presented in the Annual Report. The Consolidated Financial Statement have been prepared In strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as preserved by the Securities and Exchange Board of India. The annual Accounts of the Subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the offices of its subsidiary companies.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with section 217(2AA) of the companies Act, 1956 the directors of the company hereby state that:

a) In the preparation of the annual Accounts, the applicable accounting standards have been followed,

b) The Directors had selectee such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

c) The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act for safeguarding the assets of the company and for preserve ting and detecting fraud and other irregularities.

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

LISTING

The shares of the Company a re listed at The Calcutta Stock Exchange Ltd and the listing fees are pad unto date and the company are waiting for the in-Principal approval from BSE

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Corporate Governance report and Management Discussion and Analysis Reports are set out as separate an flexure to this report

ACKNOWLEDGEMENTS

The Board wished to place on record their gratitude for the co-operation and assistance received all those who contributed by some means or other for the performance cr the company and expect the same in the future,

For on behalf of The Hoard of Directors Chairman Date : 30th MAY 2014 Place: Kolkata

---

Mar 31, 2012

Dear Members,

The Directors have pleased in presenting the Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS

Year Ended Year Ended

31st March, 2012 31st March, 2011

Profit before Taxation 74973 70140

Less: Provision for Taxation

Current Tax 25000 20585

Deferred Tax 1626 1089

Profit after Taxation 48347 48466

Transferred to Special Reserve 10000 9693

Contingent provision for Standard Asstes 80000 103000

Balance brought forward (1741613) (1677386)

Balance Carried to Balance Sheet (1783266) (1741613)

FUTURE PERFORMANCE

In the year under review, the Company has made profit of Rs. 74973.00 (PBT). Your Directors are identifying prospective area and will make appropriate investments that will maximize the revenue of the company in the current Financial Year. However at present the overall economic condition is sluggish and does not warrant any investment that will yield revenue to the company.

DIVIDEND

In view of Normal Profit, your Directors do not recommend any dividend for the year,

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles & association of the Company, Mr. L.K. Pandey and Mr. Shiv Nath Tiwari retire by rotation at the ensuing Annual General Meeting (AGM). Mr. L.K. Pandey and Mr. Shiv Nath Tiwari being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors of the Company, MAROTI & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible after themselves for reappointment.

DEPOSITS

The company has not accepted any deposits from the public in the meaning of section 58A of the companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the company who were in receipt of remuneration of Rs.2,00,000/- per month or more during the year ended 31st March, 2012. Hence such particulars as required Under Section 217 (2A) of the Companies Act, 1956 has not been furnished.

STATUROTY INFORMATION

Particulars required to be furnished by the companies (Disclosure of particulats in the Report of the Board of Directors) rules, 1988 :

1 .CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW : Nil

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with section 217(2AA) of the companies Act, 1956 the directors of the company hereby state that: -

a) In the preparation of the annual Accounts, the applicable accounting standards have been followed.

b) The Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

c) The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act for safeguarding the assets of the company and for preserve ting and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEB1 code of Corporate Governance is annexed herewith.

ACKNOWLEDGEMENTS

The Board wished to place on record their gratitude for the co-operation and assistance received all those who contributed by some means or other for the performance of the company and expect the same in the future.

FOR AND ON BEHALF OF THE BOARD

Chairman

Place: Kolkata

Date: 16th Day of August, 2012

---

Mar 31, 2011

Dear Members,

The Directors have pleased in presenting the Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

Year Ended Year Ended

31st March. 2011 31st March. 2010

Profit before Taxation 70,140 50,498

Less: provision for Taxation

Current Tax 20,585 12,601

Fringe Benefit Tax NIL NIL

Deferred Tax 1090 3,003

Profit after Taxation 48,465 34.894

Transferred to Special Reserve 9.693 6,979

Contindent provision for Standard Assies 103000

Assessed Tax relating to earlier years - (27.871)

Balance brought forward (16,77,386) (16.77.430)

Balance Carried to Balance Sheet (1,741,613) (16,77.386)

KUTI RE PERFORMANCE

In the year under review, the Company has made prufn of Rs, 70,110.00 (PBT). Your Directors are identifying prospective area and will make appropriate investments that will maximize the revenue of the company in the current financial Year. However at present the overall economic condition is sluggish and does not warrant any investment that will yield revenue to the company.

DIVIDEND

In view of Normal Profit, your Directors do not recommend any dividend for the year. DIRECTORS

In accordance with the Companies Act, 1956 and the Articles & association of the Company, Mr. L.K- Pandey and Mr. Shiv Nath Tiwari retire by rotation at the ensuing Annual General Meeting (AGM). Mr. L.K. Pandey and Mr. Shiv Nath Tiwari being eligible, offer themselves for re-appointment

AUDITORS

The Auditors of the Company, MAROTI & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible after themselves for reappointment.

DEPOSITS

The company has not accepted any deposits from the public in the meaning of section 58A of the companies Act. 1956,

PARTICULARS OF EMPLOYEES

None of the employees of the company who were in receipt of remuneration of Rs.2,00,000/- per month or more during the year ended 31st March, 2011, Hence such particulars as required Under Section 217 (2A) of the Companies Act, 1956 has not been furnished.

STATUROTY INFORMATION

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) rules, 1988 :

1 .CONSERVATION OF ENERGY : Nil

2. TECHNO LOGY ABSORPTlON & ADOPTION; Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW : Nil

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with section 217(2AA) of the companies Act, 1956 the directors of the company hereby state that: -

a) In the preparation of the annual Accounts, the applicable accounting standards have been followed.

b) The Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period.

c) The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act for safeguarding the assets of the company and for preserve ting and detecting fraud and other irregularities.

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

CORPORATE GOVERNANCE

As required under clause 49 of the listing agreement with the Slock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith,

ACKNOWLEDGEMENTS

The Board wished to place on record their gratitude for the co-operation and assistance received all those who contributed by some means or other for the performance of the company and expect the same in the future.

FOR AND ON BEHALF OF THE BOARD

Chairman

Place : Kolkata

Date : 1st Day of August, 2011