Directors Report of Suvidha Infraestate Corporation Ltd.

Mar 31, 2024

Your Directors present the 32^ndAnnual Report of your Company together with the Audited Statement
of Accounts and the Auditors’ Report of your company for the Financial Year 2023-24 ended 31^st March,
2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY

(Rs. In Lakh)

Particulars	For year ended 31.03.2024	For year ended 31.03.2023
Total Income	104.07	0.07
Total Expenditure	65.36	24.23
Profit/(Loss) before taxation	38.71	(24.16)
Provision for Tax	6.50	3.13
Provision for deferred tax	-	-
Profit (loss) for period	32.21	(27.29)

There are no material changes and commitment in the financial position of Company which have
occurred between 1^st April, 2024 and date of this report.

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

During the year, Profit after tax is Rs.32.21 Lakh as compared to previous year Loss was of Rs.27.35
lakh. Your directors are hopeful of achieving higher sales and higher profit in the next year.

The company has developed 70 plots of different carpet area under a scheme known as 64 Park
Avenue. The development is completed and is ready for possession. Few buyers have already started
construction on their respective plots. The company has decided to book sales as per Guidance
note on recognition of Revenue by Real Estate Developers issued by ICAI. Your directors are
hopeful to sale remaining plots in the near future.

3. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

4. TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the General
Reserves, for the financial year ended 31^st March, 2024.

5. FINANCE:

Fund arrangements including working capital have been prudently managed and during the current
financial year company did not enjoy any financial assistance from Financial Institutions and Banks.

The Company has not raised any term loan during the year as well as not given any guarantee for
loans taken by others from bank or financial institutions.

6. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

In view of the accumulated losses, Directors do not recommend any dividend for the Equity
shareholders for the financial year 2023-24.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution
Policy are not applicable to the Company.

7. 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.

8. SHARE CAPITAL:

Presently, the paid up share capital of the Company is Rs. 8,39,40,500/-. There is no change in
capital during the year.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or made any investments under Section 186 of
the Companies Act, 2013 during the financial year 2023-24.

10. DETAILS OF SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURE:

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/
Associate Company of your Company.

11. DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

11.1 In accordance with the provisions of the Companies Act, 2013, Mr. Ashok K. Goswami (DIN:
00289515), Director of the Company retire by rotation at the ensuing Annual General Meeting
and being eligible offers himself for re-appointment.

11.2 The Board of Directors in their meeting held on 20^th July, 2024 have appointed Mr. Dharmendra
champaneri (DIN: 10711653) as an Additional Director (Non-executive Independent Director)
w.e.f. 1^st September, 2024. Furthermore, the appointment of Mr. Dharmendra champaneri as
a Non-executive Independent Director for a period of 5 years is being proposed at the
ensuing 32^nd Annual General Meeting.

The Board recommends the appointment of Mr. Dharmendra champaneri (DIN: 10711653) as
an Independent Director for the period of 5 years w.e.f. 1^st September, 2024 upon the principal
terms and conditions set out in the explanatory statement annexed to the Notice of the
AGM. Members are requested to refer the Notice of ensuing Annual General Meeting for
brief profile and other related information of Director reappointing in the forthcoming AGM
as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on
General Meetings.

11.3 Mr. Kamal K. Gajjar will retire from the position of Independent Director of the Company
upon conclusion of his term w.e.f. 13^th November, 2024.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under Section 149(6) of
the Act and Regulation 16(1 )(b) the SEBI (LODR) Regulation, 2015.

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions
specified in the Act and Listing Regulations and are independent of the management. The
Independent Director shall enroll his / her name in the Databank, being maintained by Indian
Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent
Directors has been completed and they have furnished the declaration affirming their compliance
to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment
& Qualification of Directors) Rules.

13. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(51), and Section 203 of the Companies Act, 2013, read with
the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key Managerial
Personnel of the Company as on 31^st March, 2024 are Mr. Kishore K. Goswami, Managing Director, Mr.

Ashokkumar K. Goswami, Wholetime Director and Mr. Anupkumar K. Goswami, Chief Financial Officer
and Mr. Krunal Thakkar, Company Secretary and Compliance Officer.

14. MEETINGS OF THE BOARD:

The Board of Directors of your Company met 5 (Five) Times during the year to carry the various
matters. The Meetings were convened on 26^th May 2023, 15^th July 2023, 12^th August 2023, 6^th November
2023, and 20^th January, 2024.

The maximum interval between any two consecutive Board Meetings and Audit Committee meetings
did not exceed 120 days.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETING IS AS UNDER:

Sr. No.	Name of Directors	No. of Board Meetings attended
1	Mr. Kishore K. Goswami	5/5
2	Mr. Ashok K. Goswami	5/5
3	Mr. Anup K. Goswami	5/5
4	Mr. Kamal K. Gajjar	5/5
5	Mr. Hemang Y. Shah	5/5
6	Ms. Jaini V. Shah	5/5

15. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with Section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee acts as a link among the Management, the Statutory Auditors, and the Board
of Directors to oversee the financial reporting process of the Company. The Committee’s purpose
is to oversee the quality and integrity of accounting, auditing and financial reporting process,
including review of the internal audit reports and action taken report.

Composition of Audit Committee and the attendance record of members for 2023-24 are below:

Sr. No.	Name of Directorship	Chairman/ Member	Category	No. of Meetings during F.Y. 2023-24
				Held	Attended
1.	Ms. Jaini V. Shah	Chairperson	Non-Executive Independent Director	4	4
2.	Mr. Kamal K. Gajjar*	Member	Non-Executive Independent Director	4	4
3.	Mr. Kishore K. Goswami	Member	Managing Director	4	4

*Will retire from the position of Independent Director of the Company upon conclusion of his term
w.e.f. 13^th November, 2024.

During the Financial Year 2023-24, 4 (Four) Meetings of Audit Committee were held on 26^th May 2023,
12^th August 2023, 6^th November 2023 and 20^th January 2024.

The necessary quorum was present for all the meetings.

Further, the Board of Directors in their meeting held on 20^th July, 2024 have reconstituted the
Audit Committee of the Company as follows w.e.f. 1^st September, 2024.

1. Ms. Jaini V. Shah Chairperson

2. Mr. Hemang Y. Shah Member

3. Mr. Kishore K.Goswami Member

16. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordance with
Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations,2015.

Composition of Nomination & Remuneration Committee and the attendance record of members for
2023-24 are below:

Sr. No.	Name of Directorship	Chairman/ Member	Category	No. of Meetings during F.Y. 2023-24
				Held	Attended
1.	Ms. Jaini V. Shah	Chairperson	Non-Executive Independent Director	1	1
2.	Mr. Hemang Y. Shah	Member	Non- Executive Independent Director	1	1
3.	Mr. Kamal K. Gajjar*	Member	Non- Executive Independent Director	1	1

*Will retire from the position of Independent Director of the Company upon conclusion of his term
w.e.f. 13^th November, 2024.

During the Financial Year 2023-24, 1 (One) Meeting of NRC was held on15^th July, 2023.

The necessary quorum was present for all the meetings.

Further, the Board of Directors in their meeting held on 20^th July, 2024 have reconstituted the
Nomination & Remuneration Committee of the Company as follows w.e.f. 1^st September, 2024.

1. Ms. Jaini V. Shah Chairperson

2. Mr. Hemang Y. Shah Member

3. Mr. Dharmendra Champaneri** Member

**Appointed as Independent Director of Company w.e.f 1^st September, 2024.

17. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Section
178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.

Composition of Stakeholders Relationship Committee and the attendance record of members for
2023-24 are below:

Sr. No.	Name of Directorship	Chairman/ Member	Category	No. of Meetings during F.Y. 2023-24
				Held	Attended
1.	Ms. Jaini V. Shah	Chairperson	Non-Executive Independent Director	5	5
2.	Mr. Anupkumar K. Goswami	Member	Whole-time Director	5	5
3.	Mr. Kamal Gajjar**	Member	Non- Executive Independent Director	5	5

*Will retire from the position of Independent Director of the Company upon conclusion of his term
w.e.f. 13^th November, 2024.

During the Financial Year 2023-24, 5 (Five) Meetings were held 26^th May 2023, 12^th September 2023,
17^th October 2023, 27^th February 2024 and 6^th May, 2024 respectively.

The necessary quorum was present for all the meetings.

Further, the Board of Directors in their meeting held on 20^th July, 2024 have reconstituted the
Stakeholders Relationship Committee of the Company as follows w.e.f. 1^st September, 2024.

1. Ms. Jaini V. Shah Chairperson

2. Mr. Anupkumar K. Goswami Member

3. Mr. Dharmendra Champaneri** Member

**Appointed as Independent Director of Company w.e.f 1^st September, 2024.

18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMPAND REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies
persons of integrity who possess relevant expertise, experience and leadership qualities required
for the position. The Committee also ensures that the incumbent fulfils such criteria with regard
to qualifications, positive attributes, independence, age and other criteria as laid down under the
Act, Listing Regulations or other applicable laws. The Board has on the recommendation of the
Nomination and Remuneration Committee framed a policy on remuneration of Directors, Key
Managerial Personnel and other Employees.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees
and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the
Guidance note on Board Evalution issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from all the directors
on the basis of criteria such as the board composition and structure, effectiveness of board
process, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees effectiveness
of committee meeting, etc.

In a separate Meeting of Independent Directors, performance of non-independent directors, the
Chairman of the Company and the board as a whole as evaluated, taking into account the views of
executive directors and non-executive Directors.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company believes that internal control is a necessary pre-requisite of Governance and that
freedom should be exercised within a framework of checks and balances. The Company has an
adequate system of internal controls commensurate with the size and the limited nature of its
business activities.

21. RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary steps to
identify and evaluate business risks and opportunities and take corrective steps.

22. WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The company has a vigil mechanism for Directors and Employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct. The
mechanism provides for adequate safeguards against victimization of Directors and employees who
avail of the mechanism. In exceptional cases, Directors and employees have direct access to the
Chairman of the Audit Committee.

23. DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal)
Act, 2013 is not applicable to the Company.

The Company is committed to provide a safe and conducive work environment to its employees.
Though the Company is not required to adopt the policy, however it ensures the safety of its
women employees at workplace. During the year under review, no case of sexual harassment was
reported.

24. CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, compliance relating to Corporate Governance, is not applicable for the Listed Company
having paid up equity share capital not exceeding Rs. 10 crores and net worth not exceeding Rs.
25 crores on the last day of the previous financial year.

As your company’s paid up equity share capital is not exceeding Rs. 10 crores and net worth not
exceeding Rs. 25 crores, Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation
46 are not applicable and hence do not form a part of this Annual Report. But the company is filling
Non-Applicabilty Certificate of Corporate Governance under Regulation 27 of (Listing Obligations
and Disclosure Requirements) Regulations, 2015 with the exchange.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report and is annexed to this
report.

26. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards (IND-AS)
had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at 31^st March, 2024 being end of the financial year
2023-24 and of the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts 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.

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

27. STATUTORY AUDITORS:

The present Auditors of the Company M/s. J M Parikh & Associates, Chartered Accountants,
Ahmedabad, were appointed as Statutory Auditors of the Company at the 30^th Annual General
Meeting for a period of 5 years i.e. for financial years 2022-23 to 2026-2027. They continue to hold
office as Statutory Auditors till the conclusion of 35^th AGM to be held in the year 2027.

28. STATUTORY AUDITORS’ OBSERVATIONS:

Though there are no qualification from the Statutory Auditor, further their other observation in
the Auditor’s report read with Notes to Accounts is self-explanatory in nature and need no further
clarification.

29. SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. Kashyap R.
Mehta & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached
as “Annexure-A”.

SECRETARIAL AUDITORS’ OBSERVATIONS & COMMENTS FROM BOARD:

(a) The Company has not complied with Regulation 31(2) of SEBI (LODR) Regulation 2015 according
to which 100% shareholding of promoter shall be in Demat form:- The Company is in the process
of dematerializing the same and will be done in due course of time.

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

There is no significant changes and material orders passed by the regulators or courts or tribunals.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company
which have occurred between/end of the financial year and the date of this report.

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is not applicable to the
Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR)
Committee.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act,
2013 in respect of conservation of energy, technology absorption have not been furnished
considering the nature of activities undertaken by the company during the year under review.

The information on conservation of energy, technology absorption and foreign exchange earning
and outgo are required to be given pursuant to Section 134(3) (m) of the Companies Act, read
with Rule 8 of the companies (Accounts) Rules, 2014 is - NIL during financial year.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5
(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding
remuneration of Directors, Key Managerial Personnel and other related disclosures is given as
“Annexure-B”to this report.

35. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements entered into by the company in accordance with
provisions of section 188 of the Companies Act, 2013 during the year under review.

There were no material significant transactions with Related Parties during the financial year 2023¬
24 which were in conflict with the interest of the Company. Suitable disclosures as required under
AS-18 have been made in the Notes to the financial statements.

The policy on Related Party Transactions was approved by the Board of Directors.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

36. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31^st
March, 2024 is available on the Company’s website www.sicl.in

37. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

38. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with CDSL. The ISIN No. allotted is
INE936N01010.

39. GENERAL:

A. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations.
The Company’s policy requires conduct of operations in such a manner, so as to ensure safety
of all concerned, compliances of environmental regulations and preservation of natural
resources. There are no operations being carried out in the Company during the year under
review.

B. INSURANCE:

The movable and immovable properties of the Company including Plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against
the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

C. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

D. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.

E. DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one-time settlement with any Bank or Financial Institution.

F. DISCLOSURE UNDER CLAUSE 5A OF SCHEDULE III OF SEBI LODR:

No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI LODR which, either directly or indirectly effect /
impact the Management or Control of the Company or impose any restriction or create any
liability upon the Company.

G. DECLARATION FROM DIRECTORS:

With respect to the loans advanced by the Directors to the Company, the Company has received
necessary declarations from Directors that the said loan is not given out of funds acquired by
them by borrowing or accepting loans or deposits from others.

H. SEBI LETTER NO. SEBI/HO/CFID/SEC-4/OW/P/2023/24757/1:

The Company was in receipt of SEBI Letter No. SEBI/HO/CFID/SEC-4/OW/P/2023/24757/1 dated
June 16, 2023 asking to submit information and detailed explanation relating to financial year
2018-19. The Company had submitted necessary reply along with information asked for in due
course of time.

I. INCOME TAX ASSESSMENT:

The Company’s Income tax Assessment has been completed upto the Assessment Year 2023-24.

40. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which
are consistently applied are set out in the Notes to the Financial Statements.

41. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

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

42. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and
approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information’ and ‘Code of Conduct for Regulating Monitoring
and Reporting of Trading by Designated Persons/Insiders’. The Policy is available on the company’s
website.

43. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and
Senior Management. All the Board Members and Senior Management personnel have affirmed
compliance with the code of conduct.

44. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control
of the Company or impose any restriction or create any liability upon the Company.

45. APPRECIATIONS:

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 co-operation and assistance.

By Order of the Board of Directors
For Suvidha Infraestate Corporation Limited

Kishorekumar K.Goswami Ashokkumar K. Goswami
Place: Ahmedabad Managing Director Whole-time Director

Date: 20^th July, 2024 DIN: 00289644 DIN: 00289515

---

Mar 31, 2014

Dear Members,

The Board of Directors present herewith the 21st Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2013.

FINANCIAL RESULTS

[Rs. In Rs.]

YEAR ENDED YEAR ENDED 31/03/2014 31/03/2013 PARTICULARS AMT. RS. AMT. RS.

Total Income 23261974 14448536

Total Expenditure 20358895 13618918

Proflt/(Loss) Before Tax 2903079 829618

Less: Provision for Taxation 450000 Nil

Less: Deferred Tax 1844136 9961689

Profit/(Loss) After Tax 608943 10791307

Loss Brought Forward From Previous Year (93369983) (104161290)

Balance Transferred to Balance Sheet (92761040) (93369983)

OPERATIONS

The Sales of the Company was Rs. 221 Lakhs in the current year as against last year Rs. 141 Lakhs. The profit before tax was Rs. 29.03 lakhs compared to profit before tax of Rs. 8.30 lakhs in the previous year. However, due to deferred tax of Rs. 18.44 lakhs which is only a book entry, the profit after tax become Rs. 6.08 lakhs. Your directors are hopeful of achieving higher sales and higher profit in the next year.

The company has decided to develop 70 plots of different carpet area under a scheme known as 64 Park Avenue. Up to end on March 2014, 31 plots were booked. The company has decided to book sales as per Guidance note on recognition of Revenue by Real Estate Developers issued by ICAI. Your directors are hopeful to sale remaining plots in near future.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2013-14.

DEPOSITS

There are no deposits which have been matured and claimed by the party and remaining unpaid on the Balance Sheet date.

DIRECTORS

Shri Anupkumar Goswami and Shri Kishore Goswani Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.

The Company has three independent Directors, appointed under the Listing Agreement, namely Mr. Rakesh Singh and Mr. Mukundrai Vadher, who have diverse business/administrative experience and are making significant contribution to the Company. It is proposed to appoint them as Independent Directors, with a fixed tenure of upto five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). All abovementioned Independent Directors have also given declarations that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:-

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

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses.

AUDITORS

As per the provisions of section 139 of the Companies Act, 2013 M/S J.M.Parikh& Associates, Chartered Accountants, Ahmedabad auditors of the Company, hold the office from the conclusion of this annual general meeting until the conclusion of 25th Annual General Meeting subject to ratification of Appointment at every Annual General Meeting.

Further the auditors have confirmed their willingness and eligibility for appointment and have also confirmed that their appointment, if made, will be within the limits under section 141 (3) (g) of the Companies Act, 2013.

The Auditors have given several remarks in the CARO Report. The remarks and the response of the Management are given as follows:

1. Clause 4 (vi)

The company is taking necessary steps to regulate the matters.

2. Clause 4 (x)

While there are accumulated losses and more than 50% of Net worth of company is wiped out. The company has made a profit during the year under report and immediately preceding previous year & the directors are hopeful that over a period of time all the losses shall be wiped out.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors'' Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors'' Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co-operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors SUVIDHA INFRAESTATE CORPORATION LIMITED

Place: Ahmedabad ASHOK KUMAR GOSWAMI Date: 29/05/2014 Chairman DIN 00289515

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Mar 31, 2013

To The Members of SUVIDHA INFRAESTATE CORPORATION LIMITED

Gentlemen,

The Board of Directors present herewith the 21st Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2013.

FINANCIAL RESULTS

[Rs. In Rs.]

YEAR ENDED YEAR ENDED 31/03/2013 31/03/2012 PARTICULARS AMT. RS. AMT. RS.

Total Income 14448536 319087

Total Expenditure 13618918 3665939

Profit/(Loss) Before Tax 829618 (3346852)

Less: Provision for Taxation Nil Nil

Less: Short Provision Of Income Tax Nil Nil

Less: Deferred Tax 9961689 Nil

Profit/(Loss) After Tax 10791307 (3346852)

Loss Brought Forward From Previous Year (104161290) (100814438)

Balance Transferred to Balance Sheet (93369983) (104161290)

OPERATIONS

The Sales of the Company was Rs. 141 Lakhs in the current year. After a long time year company has made a profit of Rs. 8.29 Lakhs. Your directors are hopeful of achieving higher sales and higher profit in the next year.

The company has decided to develop 70 plots of different carpet area under a scheme known as 64 Park Avenue. Up to end on March 2013, 29 plots were booked. The company has decided to book sales as per Guidance note on recognition of Revenue by Real Estate Developers issued by ICAI. Your directors are hopeful to sale unbooked plots in near future.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2012-13.

DEPOSITS

There are no deposits which have been matured and claimed by the party and remaining unpaid on the Balance Sheet date.

DIRECTORS

Shri Ashokkumar Goswami and Shri Kamal K. Gajjar, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.Your directors commend the resolution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:- i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses.

AUDITORS

M/s J.M. Parikh & Associates, Chartered Accountants, Ahmedabad hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The company has received certificate from the said auditors to the effect that their re appointment. If made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956.

The Auditors have given several remarks in the CARO Report. The remarks and the response of the Management are given as follows:

1. Clause 4 (vi)

The company is taking necessary steps to regulate the matters.

2. Clause 4 (x)

While there are accumulated losses and more than 50% of Net worth of company is wiped out. The company has made a profit during the year under report and the directors are hopeful that over a period of time all the losses shall be wiped out.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors'' Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors'' Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors SUVIDHA INFRAESTATE CORPORATION LIMITED

Place: Ahmedabad. A. K. GOSWAMI Date: 29/05/2013 CHAIRMAN

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Mar 31, 2012

To The Members of SUVIDHAINFRAESTATE CORPORATION LIMITED

The Board of Directors present herewith the 20th Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2012.

FINANCIAL RESULTS

[Rs. In lacs] YEAR ENDED YEAR ENDED 31/03/2012 31/03/2011 PARTICULARS AMT. RS. AMT. RS.

Total Income 3.19 18.49

Total Expenditure 36.66 92.60

Loss Before Tax (33.47) (74.11)

Less:Provision for Taxation Nil Nil

Less:Short Provision Of Income Tax Nil Nil

(Loss) After Tax (33.47) (74.11)

Loss Brought Forward From Previous Year (1008.14) (934.04)

balance Transferred to Balance Sheet (1041.61) (1008.14)

OPERATIONS

As you are aware, your company was formed for the purpose of carrying out dairy business. However, the same business incurred a lot of losses and therefore your directors decided to close down the said business. Accordingly, the company has started its first business by converting its existing land on which factory was situated into a tradeable stock.The company has put up a scheme of selling smaller plots of land and the response from the market is good. Your directors are hopeful of better results in the coming years.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2011 -12.

DEPOSITS

There are no deposits which have been matured and claimed by the party but has remained unpaid on the Balance Sheet date.

DIRECTORS

Shri Kishorekumar Goswami and Shri Anupkumar Goswami, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.Your directors commend the resolution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1 )(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:-

i) that in the preparation of the annual accounts, the applicable accounting standards had

been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company forthat period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses.

AUDITORS

M/s J.M. Parikh & Associates, Chartered Accountants, Ahmedabad hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The company has received certificate from the said auditors to the effect that their re appointment. If made, would be within the prescribed limits u/s 224(1 B) of the Companies Act, 1956. Auditors'' remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors''Report.

MANAGEMENT DISCUSSIONS ANDANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors'' Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors SUVIDHA INFRAESTATE CORPORATION LIMITED

Place: Ahmedabad K. K. GOSWAMI

Date: 10/08/2012 Director

---

Mar 31, 2011

The Members of

SUVIDHA INFRAESTATE CORPORATION LIMITED

[FORMERLY KNOWN AS DAIRYFIELD LIMITED]

Gentlemen,

The Board of Directors present herewith the Nineteenth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2011.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31/03/2011 31/03/2010

PARTICULARS AMT. RS. AMT. RS.

Total Income 6412074 745278

Total Expenditure 13822664 1144260

Loss Before Tax (7410590) (398982)

Less: Provision for Taxation Nil Nil

Less: Short Provision Of Income Tax Nil (66952)

(Loss) After Tax (7410590) (465934)

Loss Brought Forward From Previous Year (93403848) (92937914)

Balance Transferred to Balance Sheet (100814438) (93403848)

OPERATIONS

As you are aware, your company was formed for the purpose of carrying out dairy business. However, the same business incurred a lot of losses and therefore your director decided to close down the said business. Accordingly, the company has started its first business by converting its existing land on which factory was situated into a tradable stock. The company has put up a scheme of selling smaller plots of land and the response from the market is good. Your directors are hopeful of better results in the coming years.

CHANGE IN NAME

The name of the company was "Dairyfield Limited". "The directors decided to change its name to "Suvidha Infraestate Corporation Limited".

CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review the registered office of the company was shifted from 21, National Chambers,2nd Floor, complex,Opp. Devashish School,Bodakdev,Ahmedabad,Gujarat.

CHANGE IN OBJECT CLAUSE OF THE COMPANY

The company has changed its object clause to the business of real estate and infrastructure activities.

SALE OF ASSET AND TRANSFER OF LAND FROM FIXED ASSETS TO INVENTORY

The company has disposed off all its assets except motor car and land. The company has transferred its land from fixed asset to stock in trade.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2010-11.

DEPOSITS

There are no deposits which have been matured and claimed by the party but has remained unpaid on the Balance Sheet date.

DIRECTORS

Shri Rakeshsinh Raghuvansinh and Shri Mukundrai P.Vadher, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment. Your directors commend the resolution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:- i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses.

AUDITORS

M/s J.M. Parikh & Associates, Chartered Accountants, Ahmedabad hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The company has received certificate from the said auditors to the effect that their re appointment. If made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956. Auditors'' remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors'' Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors'' Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors

SUVIDHA INFRAESTATE CORPORATION LIMITED

(Formerly known as Dairyfield Limited)

Place: Ahmedabad. A. K. GOSWAMI

Date: 20/07/2011 CHAIRMAN

---

Mar 31, 2010

The Board of Directors present herewith the Eighteenth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2010.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED

31/03/2010 31/03/2009

PARTICULARS AMT. RS. AMT. RS.

Total Income 745278 1002128

Total Expenditure 1144260 1800353

Net Profit / (Loss) Before Tax (398982) (798225)

Provision for Taxation Nil Nil

Short Provision Of Income Tax (66952) Nil

Profit / (Loss) After Tax (465934) (798225)

Loss Brought Forward From

Previous Year (92937914) (92139689)

Balance Transferred to

Balance Sheet (93403848) (92937914)

OPERATIONS

As you are aware, your company was formed for the purpose of carrying out dairy business. However, the same business incurred a lot of losses and therefore your director decided to close down the said business.Your directors are evaluating various other business offers and shall inform you about the next line of business.Although,the company is not carrying out any business presently the accounts of the company are prepared on going concern basis .

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2009-10.

DEPOSITS

There are no deposits which have been matured and claimed by the party but has remained unpaid on the Balance Sheet date.

DIRECTORS

Shri Ashokkumar Goswami and Shri Kamal Gajjar Goswami, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.Your directors commend the resolution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:- i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses and has stopped production.

AUDITORS

M/s J.M. Parikh & Associates, Chartered Accountants, Ahmedabad hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The company has received certificate from the said auditors to the effect that their re appointment. If made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956. Auditors’ remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors’ Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors’ Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors

DAIRYFIELD LIMITED

A. K. GOSWAMI

CHAIRMAN

Place: Ahmedabad.

Date: 28/05/2010

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Mar 31, 2009

The Board of Directors present herewith the Seventeenth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2009.

FINANCIAL RESULTS

PARTICULARS Year ended Year ended 31/03/2009 31/03/2008 Amount Rs. Amount Rs. Total Income 1002128 15709027 Total Expenditure 1800353 18504042 Net Profit / (Loss) Before Tax (798225) (2795015) Provision for Taxation Nil Nil Deferred Tax Nil Nil Profit / (Loss) After Tax (798225) (2795015) Loss Brought Forward From Previous Year (92139689) (89344674) Balance Transferred to Balance Sheet (92937914) (92139689)

OPERATIONS

During the year, your company could not carry out any commercial operations. Your directors have decided to exit the dairy business and to enter in to a new business. They are evaluating various offers and shall come back to you once they decide on a good business model suitable to the company.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2008-09.

DEPOSITS

There are no deposits which have been matured and claimed by the party but has remained unpaid on the Balance Sheet date.

DIRECTORS

Shri Kishore Goswami and Shri Anup kumar Goswami, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(l)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956. ¦

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm :-

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses and has stopped production.

AUDITORS

M/s J.M. Parikh & Associates, Chartered Accountants, Ahmedabad hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. The company has received certificate from the said auditors to the effect that their re appointment. If made, would be within the prescribed limits u/s 224(1B) of the Companies Act,1956. Auditors remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors DAIRYFIELD LIMITED

Place: Ahmedabad. A. K. GOSWAMI Date : 30/07/2009 CHAIRMAN

---

Mar 31, 2008

The Board of Directors present herewith the Sixteenth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 3ist March 2008.

FINANCIAL RESULTS

PARTICULARS Year ended Year ended 31/03/2008 31/03/2007 Amount Rs. Amount Rs.

Total Income 15709027 3533042 Total Expenditure 18504042 3569986 Net Profit / (Loss) Before Tax (2795015) (36944) Provision for Taxation Nil Nil Deffered Tax Nil Nil Profit / (Loss) After Tax (2795015) (36944) Loss Brought Forward From Previous Year (89344674) (89307730) Balance Transferred to Balance Sheet (92139689) (89344674)

OPERATIONS

The directors during the year have sold of some of the assets. The amount received from the sale of these assets will be used by the directors to clear of its remaining debts. Also the directors of the company are planning to enter in to a new line of business soon.

This year your directors have written off various credit balances which were remaining unclaimed in the books of the company for many years.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2007-08.

DEPOSITS

There are no deposits which have been matured and claimed by the party but has remained unpaid on the Balance Sheet date.

DIRECTORS

Shri Rakeshsinh Raghuvansinh and Shri Mukundrai P Vadher, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(l)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:-

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses and has stopped production.

AUDITORS

M/s Jatin Parikh & Associates, Chartered Accountants, Ahmedabad have indicated their unwillingness to continue as the auditors of the company for the next year.

Your directors are proposing the name of J.M. Parikh & Associates, Chartered Accountants, Ahmedabad as statutory auditors for the next year. If appointed, they shall hold the office until the conclusion of next Annual General Meeting.

You are requested to appoint the auditors and to fix their remuneration. The auditors remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors DAIRYFIELD LIMITED

Place: Ahmedabad. A. K. GOSWAMI Date : 01/05/2008 CHAIRMAN

---

Mar 31, 2007

The Board of Directors present herewith the Fifteenth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2007.

FINANCIAL RESULTS

PARTICULARS Year ended Year ended 31/03/2007 31/03/2006 Amount Rs. Amount Rs.

Total Income 3533042 45066434 Total Expenditure 3569986 26780063 Profit/(Loss)before Tax (36944) 18286371 Less : Provision for Taxes NIL NIL Less : Deferred tax NIL NIL Less : Provision for FBT NIL 7480 Profit/(Loss) after tax (36944) 18278891 Add: Balance B/F from last year (89307730) (107586621) Balance Transferred toBalance Sheet (89344674) (89307730)

OPERATIONS

During the year the company could not carryout any commercial operations due to adverse market conditions and shortage of working capital. Your directors are exploring various alternatives and are hopeful of starting commercial operations in the next year.

As you are aware your directors have started restructuring the financial assets of the company. In the last year the directors brought additional funds in the company and entered in to one time settlement with IDBI. As a result of which the loan of IDBI was repaid and unpaid interest provided on the loan was return back.

This year your directors have written off various credit balances which were remaining unclaimed in the books of the company for more than 3 years. Your directors also reduced current assets of the company and from the money received the unsecured loans were paid off. Thus during the year the size of the Balance Sheet was streamlined to the tune of Rs.48 Lacs. In the previous year the auditors had qualified their report by making various adverse remarks. We have cleared almost all the adverse remarks this year.

Your directors intend to sale some of the Plant and Machinery and from those dues clear the debts and liabilities. Your directors also intend to start a new line of business shortly.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2006-07.

DEPOSITS

The company has not borrowed any funds from the public as on the Balance Sheet date.

DIRECTORS

Shri Ashokkumar Goswami and Shri Kamal K. Gajjar , Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment.

During the year Shri Nandkumar Goswami resigned from the post of Chairman. He was the founder promoter of the company and associated closely with the company. Your directors place a warm vote of thanks to him for the services rendered by him during his tenure.

Shri Hemendrasinh Jhala, director of the company also resigned during the year. The board places on record its warm appreciation for services rendered by .Mr.Jhala during his tenure as a director.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(l)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:-

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

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumulated losses and has stopped production.

AUDITORS

Jatin Parikh & Associates, Chartered Accountants, hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for re- appointment. The Company has received certificate from the said auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s 224(16) of the Companies Act, 1956. Auditors remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be considered as a part of Directors Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "Management Discussions and Analysis" is attached herewith which may be considered as a part of Directors Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from its staff, bankers, various parties and authorities during the year under review.

For and on behalf of the Board of Directors DAIRYFIELD LIMITED

Place: Ahmeda.bad. A. K. GOSWAMI Date : 17/08/2007 CHAIRMAN

---

Mar 31, 2006

The Board of Directors present herewith the Fourteenth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 2006.

FINANCIAL RESULTS

PARTICULARS Year ended Year ended 31/03/2006 31/03/2005 Amount Rs. Amount Rs.

Total Income 45066434 12000 Total Expenditure 26780063 3503575 Profit/(Loss)before Tax 18286371 (3491575) Less : Provision for Taxes NIL NIL Less : Deferred tax NIL NIL Less : Provision for FBT 7480 NIL Profit/(Loss) after tax 18278891 (3491575) Add: Balance B/F from last year (107586621) (104095046) Balance Transferred to Balance Sheet (89307730) (107586621)

OPERATIONS

During the year the company could not carryout any commercial operations due to adverse market conditions and shortage of working capital. Your directors are exploring various alternatives and are hopeful of starting commercial operations in the next year.

During the year your directors entered into one time settlement with IDBI. As per the conditions of the settlement the principal amount of the loan was repaid. Certain interest amount which the company had provided for but not paid has been written back in the books of account on this settlement.

DIVIDEND

In view of the accumulated losses, your directors do not propose dividend for the year 2005-06.

DEPOSITS:

During the year under review the Company has not expected any deposits by invita tion from public under section 58-A of the Companys Act 1956.

DIRECTORS

Shri Hemantsinh N. Jhala, Shri Kamal K. Gajjar, Shri Rakeshsmh Raghuvansinh and Shri Mukundrai P. Vadher were appointed additional directors of the company. They occupy the offices till the completion of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Shri Kishorkumar Goswami and Shri Anupkumar Goswami, Directors of the company retire by rotation at the ensuing Annual General Meeting of the company and being eligible offers themselves for reappointment. Your directors recommend the resolutions.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARN- INGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(l)(e) of the Companies Act, 1956 are nil.

EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under the Rules pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm:-

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

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

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the directors had prepared the annual accounts on a going concern basis, even though the company is passing through bad times and has huge accumu- lated losses and has stopped production.

AUDITORS

Jatin Parikh & Associates, Chartered Accountants, hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for re- ap- pointment. The Company has received certificate from the said auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956. Auditors remarks are self explanatory.

CORPORATE GOVERNANCE REPORT

A separate report on corporate governance is attached herewith which may be consid- ered as a part of Directors Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A separate report on "management discussions and analysis" is attached herewith which may be considered as a part of Directors Report.

ACKNOWLEDGMENTS

The Board of Directors place on record their appreciation for co- operation received from various parties and authorities during the year under review.

For and on behalf of the Board of Directors DAIRYFIELD LIMITED

Place: Ahmedabad. A. K. GOSWAMI K. K. GOSWAMI Date : 31/08/2006 DIRECTOR DIRECTOR

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Mar 31, 1999

The Board of Directors present herewith the Seventh Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 1999.

FINANCIAL RESULTS

(Rs. in lacs)

1998-99 1997-98

PARTICULARS Amount Amount (Rs. in lacs) (Rs. in lacs)

Net Profit/(Loss) before Depreciation (42.84) 45.04 and Interest

Less : Depreciation (20.01) (19.59)

Less : Financial Charges (100.45) (76.32)

Net Loss after Depreciation (163.30) (50.87) and Financial Charges

Less : Provision for Taxation NIL NIL

Amount of Loss transferred to (163.30) (50.87) Balance Sheet

OPERATIONS

During the year under review the company improved its sales from Rs. 689.02 Lacs to Rs. 1005.29 Lacs showing an increase of 45.86%. The company has also substantially reduced to expenses. However, there is a heavy burden of interest. As a result of this the company has incurred losses.

The directors are considering various steps to liquidate the borrowings so that the interest burden can be reduced. If the interest burden is eliminated than the company can move to the path of recovery.

The performance of the company in the current year is also encouraging and the company is likely to post higher sales and profit figures.

DIVIDEND

In view of the losses incurred by the company, the directors do not propose dividend for the year ended on 31st March, 1999.

DIRECTORS

Mr. Kishor Kumar Goswami and Mr. Anup Kumar Goswami retire by rotation and being eligible, offer themselves for re-appointment.

INSURANCE

All the fixed assets of the company are adequately insured as on the date of the report.

DEPOSITS

There are no deposits on the date of report which have matured but have remain unpaid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are attached herewith which may be considered as a part of the Directors' Report.

EMPLOYEES

There is no employee who is in receipt of the remuneration exceeding the limits specified under the Rules Pursuant to the Provisions of Section 217 (2A) of the Companies Act, 1956.

AUDITORS

Venkatraman S. Iyer, Chartered Accountant holds the office as Auditor until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received certificate from the said auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956.

Annexure to Directors' Report - Information under section 217(1)(e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken : The Company has taken various steps to conserve energy in the earlier years. As a result of this the plant of the Company has optimized in saving energy. Accordingly, no fresh measures were taken during the year for conservation of energy.

b. Additional investments and proposals, As the Company has already if any, being implemented for reduction made substantial investment of consumption of energy for conservation of energy, no additional investments are being proposed.

c. Impact of the measures at (a) & Not Applicable (a) above the reduction of energy consumption and consequent impact on the cost of production of goods.

d. Total energy consumption and energy Given Below consumption per unit of production as per Form-A of the annexure in respect of industries specified in the schedule.

B. TECHNOLOGY ABSORPTION Given Below

Efforts made in technology absorption as per Form-B of the annexure.

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION, RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R & D : As the company has carried forward losses, there are no plans for R & D

2. Benefits derived as a result : Nil of the above R & D,

3. Future plan of action. : There is no future plan for R & D at present.

4. Expenditure on R & D.

a. Capital : Nil

b. Recurring : Nil

d. Total : Nil

d. Total R & D expenditure : N.A as a percentage of total turnover.

Technology Absorption, adaptation and innovation.

1. Efforts, in brief, made : Nil towards technology absorption, adaptation and innovation.

2. Benefits, derived as a result : Nil of the above efforts e.g. product improvements, cost reduction, product development, import substitution etc.

3. In case of imported : N.A technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnished.

a. Technology imported : N.A

b. Year of import : N.A

c. Has technology been fully : N.A absorbed ?

d. If not fully absorbed : N.A areas where this has not taken place, reasons therefore and future plan of action.

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO

1. Activities relating to : Nil exports, initiatives taken to increase exports, development of new export markets for products and services and export plan.

2. Total foreign exchange used : Nil

3. Total foreign exchange earned : Nil

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Mar 31, 1997

The Board of Directors present herewith the Fifth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 1997.

FINANCIAL RESULTS

(Rs. in Lacs)

Current Year Previous Year PARTICULARS 1-4-96 to 1-4-95 to 31-3-97 31-3-98

Net Profit/Loss before Depreciation and Interest (11.86) (48.53) Less : Depreciation 19.24 42.39 Less : Financial Charges 63.65 34.85 Net Loss after Depreciation and Financial Charges (94.75) (125.77) Less : Provision for Taxation NIL NIL Amount of Loss transferred to Balance Sheet (94.75) (125.77)

OPERATIONS

The Company has achieved turn over of Rs. 5,55,66,378 against Rs. 8,68,39,210 of previous year. The Company has started full-fledged operations after April-97. Hence its effect will be reflected there after.

As per the projection, the company could not achieve sales and profitability as the company had received loan from IDBI too late. Besides the company could not complete the Powder Plant and achieve projected target.

AUTHORISED SHARE CAPITAL :

Your Directors propose to increase Authorised Share Capital from Rs.10.00 crores to Rs. 11.00 crores to meet the requirement of further business development and also, if required, to enlist equity shares of the company on National Stock Exchange. Your Directors also proposed to raise further equity capital by Rs. 2,10,40,000/- (Rupees two crore ten lacs forty thousand only) from promoters of the company subject to necessary approvals during current bearish trend in capital market.

DIVIDEND

In view of the loss incurred by the company, your Directors do not propose any dividend for the year ended on 31st March, 1997.

DIRECTORS

Mrs. Waveney Polson and Mr. Nandkumar Goswami retire by rotation and being eligible, offer themselves for re-appointment.

Mr. R. D. Patel and Dr. K.K. Iya resigned from Directorship during the year 1996-97. Your Directors appreciate the services provided by Mr. R.D. Patel and Dr. K.K. Iya during their tenure of Directorship.

Mr. Anup K. Goswami has been appointed as an additional Director during year. The Company has received a proposal from a member to regularise him as a Director liable to retire by rotation.

INSURANCE

All the fixed assets of the company are adequately insured as on the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EARNINGS AND OUTGO

The particulars relating to Conservation of Energy,Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are attached herewith (ANNEXURE I) which may be considered as a part of the Directors' Report.

EMPLOYEES

There is no employee who is in receipt of the remuneration exceeding the limits specified under the Rules Pursuant to the Provisions of Section 217(2A) of the Companies Act, 1956.

AUDITORS

Venkatraman S. Iyer, Chartered Accountants hold the office as Auditors until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received certificate from the said auditors to the effect that their re-appointment, if made, would be within the prescribed limits u/s 224(1B) of the Companies Act, 1956.

A. CONSERVATION OF ENERGY :

a. Energy conservation measures taken : There were no significant energy conservation measures upto 31-03-1997.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy

c. Impact of the measures at (a) & (a) above the reduction of energy consumption and consequent impact on the cost of production of goods.

d. Total energy consumption and energy consumption per unit of production as per Form-A of the annexure in respect of industries specified in the schedule.

B. TECHNOLOGY ABSORPTION :

Efforts made in technology : Given Below absorption as per Form-B of the annexure.

FORM-B

(See rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION, RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R&D carried out by the company. : Nil

2. Benefits derived as a result of the above R&D, : Nil

3. Future plan of action : There is no future plan for R & D

4. Expenditure on R & D.

a. Capital : Nil

b. Recurring : Nil

c. Total : Nil

d. Total R & D expenditure as a percentage of total : N.A. turnover. Technology Absorption, adaptation and innovation.

1. Efforts, in brief, made towards technology : Nil absorption, adaptation and innovation.

2. Benefits, derived as a result of the above efforts : Nil e.g. product improvements, cost reduction, product development import substitution etc.

3. In case of imported technology : Nil (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnished.

a. Technology imported : Nil b. Year of import : N.A. c. Has technology been fully : N.A. absorbed? d. If not fully absorbed areas where this has not taken place, reasons therefore and futur plan of action. : N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

1. Activities relating to exports, initiatives taken to : Nil increase exports, development of new export markets for products and services and export plan.

2. Total foreign exchange used : Nil

3. Total foreign exchange earned : Nil

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Mar 31, 1996

The Board of Directors present herewith the Fourth Annual Report along with Audited Accounts and Report of the Auditors thereon for the year ended on 31st March 1996.

FINANCIAL RESULTS

OPERATIONS

The Company has achieved turn over of Rs. 8,68,39,210 against Rs.25,51,356 of previous year. The Company has started full-fledged operations after April-96. Hence its effect will be reflected there after.

performance Vs Projection (Rs. in lacs)

Particulars Performance Projection

Sales 851.70 3979.00 Total Expenditure 90.13 2995.32 Interest 34.85 84.45 Depreciation 42.39 68.40

As per the projection, the company could not achieve sales and profitability as the company had received loan from IDBI late. Besides the company could realised the processed of Public Issue by May, 1996 hence the company could not complete the Powder Plant and achieve projected target.

PUBLIC ISSUE

Your Directors are pleased to advise you that Public Issue of 30,00,000/- equity shares of Rs.10/- each for cash at par aggregating to Rs. 3,00,00,000/- has been subscribed by 0.96 times. Equity shares of the company have been listed on Ahmedabad, Bombay, Delhi & Madras Stock Exchanges.

DIVIDEND

In view of the loss incurred by the company, your Directors do not propose any dividend for the year ended on 31st March, 1996.

INSURANCE

All the fixed assets of the company are adequately insured as on the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGOES

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, pursuant to Section 217(1)(e) of the Companies Act, 1956 are attached herewith (ANNEXURE I) which may be considered as a part of the Directors' Report.

ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for co-operation received from various Departments of Govt., Financial Institutions, Banks, parties, authorities etc. during the year under review. Your Directors also place on record their deep sense of appreciation for the dedicated services received from employees of the company.

ANNEXURE - 1

Annexure to Directors' Report - Information under section 217(1)(e) of The Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

a. Energy conservation : There were no significant measures taken energy conservation measures upto 31-03-1996.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy

c. Impact of the measures at (a) & (a) above the reduction of energy consumption and consequent impact on the cost of production of goods.

d. Total energy consumption and energy consumption per unit of production as per Form-A of the annexure in respect of industries specified in the schedule.

B. TECHNOLOGY ABSORPTION

Efforts made in technology : Given Below absorption as per Form-B of the annexure.

FORM-B

(See rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION, RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R&D : Nil carried out by the company.

2. Benefits derived as a result : Nil of the above R&D,

3. Future plan of action. : There is no future plan for R & D

4. Expenditure on R & D.

a. Capital : Nil b. Recurring : Nil c. Total : Nil d. Total R & D expenditure : N.A as a percentage of total turnover.

Technology Absorption, adaptation and innovation.

1. Efforts, in brief, made : Nil towards technology absorption, adaptation and innovation.

2. Benefits, derived as a result : Nil of the above efforts. e.g. product improvements, cost reduction, product development, import substitution etc.

3. In case of imported : Nil technology (Imported during last 5 years reckoned from the beginning of the financial year) following information may be furnished.

a. Technology imported : Nil b. Year of import : N.A c. Has technology been fully : N.A absorbed ? d. If not fully absorbed : N.A areas where this has not taken place, reasons therefore and future plan of action.

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO

1. Activities relating to : Nil exports, initiatives taken to increase exports, development of new export markets for products and services and export plan.

2. Total foreign exchange used : Nil

3. Total foreign exchange earned : Nil

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Mar 31, 1993

Your Directors have pleasure in presenting herewith their report and the audited accounts of the company for the year ended 31st March 1993. ACCOUNTS There is a loss of Rs.1,28,942/- for the year ended 31st March 1993. inview of the debit balance in profit and loss Account, no dividend is being recommended.

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Mar 31, 1992

Your Directors have pleasure in presenting herewith their report and the audited accounts of the company for the year ended 31st March 1992. Accounts There is a profit before tax of rs.5,64,547 during the year under review. In view of the debit balance in Profit and Loss account no dividend is being recommended.