Directors Report of SV Trading & Agencies Ltd.

Mar 31, 2024

The Board of Directors are pleased to present the report of the business and operations of your Company
along with the audited financial statements, for the financial year ended March 31, 2024 in compliance
with the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) 2015.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

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

(In Lakhs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operation	-	-
Other Income	121.38	107.53
Total Income (Revenue)	121.38	107.53
Profit/(Loss) before taxation	87.21	87.58
Less: Tax Expense	22.50	23.15
Profit/(Loss) after tax	73.86	65.41

2. OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

During the financial year ended on March 31,2024, there was gross revenue of Rs. 121.38 lakh as compared
to revenue of Rs. 107.53 lakh in the previous year. The profit before tax stood at Rs. 87.21 lakh as against
profit of Rs. 87.58 lakh in the previous year. The net profit for the year 2024 stood at Rs. 73.86 lakh against
profit of Rs. 65.41 lakh reported in the previous year.

At present your Company is doing its existing line business to the optimum use of its resources and is
taking the effort to improve its Earning per Share (EPS) and management has no plan of venturing into any
new business

3. CHANGES IN THE NATURE OF BUSINESS:

During the year the Company is in the business of general trading and investment. There is no change in
nature of the business of the Company. The Company has its registered office at Mumbai.

4. DIVIDEND AND RESERVES:

After considering the financial results for the financial year 2023-24, your Directors are of the opinion that
it is prudent that no dividend be declared for the year under review.

The Company does not propose to transfer any amount to reserves.

5. SHARE CAPITAL:

The authorized share capital of the Company is Rs. 18,50,00,000 (Rupees Eighteen crores fifty Lakhs only)
comprising of 18,10,00,00 equity shares of face value of Rs. 10/- each and 400,000 unclassified shares of
face value of Rs. 10/- each.

The paid-up equity share capital as on March 31, 2024 stood at Rs. 17,10,00,000 (Rupees Seventeen Crore
Ten Lac only).

There was no change in the share capital of the Company during the financial year ended on March 31, 2024.

The Company has not issued any equity shares with or without differential rights during the year under review
and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

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

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4)
of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2024, the Company has no Subsidiary or Associates or Joint Venture Company. There
are no companies which have become or ceased to be the Subsidiary or Associates or Joint Venture of
the Company during the financial year ended on March 31, 2024.

7. CONSOLIDATED FINANCIAL STATEMENTS

The Company was not required to consolidate its financial statements in terms of the provision of Section
129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to
the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India
(‘the SEBI’).

The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part
of this Annual Report.

The requisite certificate from R. Soni & Company, Chartered Accountants, confirming compliance with
the conditions of Corporate Governance along with a declaration signed by CFO of the Company stating
that the Members of the Board of Directors and Senior Management have affirmed the compliance with
code of conduct of the Board of Directors and Senior Management, is attached to the report on Corporate
Governance.

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024
is available on the website of the Company at www.svtrading.in under Investor relations tab.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association

of the Company, Ms. Neelu Kumawat (DIN: 10061282), Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment.

• Mr. Chirag Ghadoliya (DIN: 08019125) appointed as an Additional Director in the capacity of
(Non- Executive and Independent Director) Director of the Company with effect from May 30,

2024.

• Mr. Varun Kumar Choubisa (DIN: 07412698) appointed as an Additional Director in the capacity
of (Non- Executive and Independent Director) Director of the Company with effect from May 30,

2024.

• Mr. Yashawant Kumar Choubisa (DIN: 07412700) appointed as an Additional Director in the
capacity of (Non- Executive and Independent Director) Director of the Company with effect from
May 30, 2024.

• Mr. Jitendra Kavdia (DIN: 09597535) Non- Executive - Independent Director of the Company
resigned from the Directorship of the Company w.e.f. May 30, 2024.

• Mr. Manoharbhai Premshankarji Joshi (DIN: 02208711) Executive Director of the Company
resigned from the Directorship of the Company w.e.f. May 30, 2024

• Mr. Kulbir Singh Pasricha (DIN: 06767577) Non- Executive - Independent Director of the
Company resigned from the Directorship of the Company w.e.f. May 30, 2024.

• Ms. Rekha Panwar (DIN: 10063180) Non- Executive - Independent Director of the Company
resigned from the Directorship of the Company w.e.f. May 30, 2024.

• All Independent Directors have furnished the declarations to the Company confirming that they
meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16
(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on
record the said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2)
and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice
of the ensuing AGM.

• During the year 2023-24, Ms. Shaifali Nehriya has tendered her resignation from the position of
Company Secretary of the Company with effect from April 01, 2024 and Ms. Arpit Lodha was
appointment as Company Secretary cum Compliance Officer with effect from April 01, 2024.

• Following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section
2(51) and Section 203 of the Act read with the Rules framed thereunder:

> Mr. Gopal Lal Paliwal : Managing Director

> Mrs. Neelu Kumawat : Chief Financial Officer

> Mr. Arpit Lodha : Company Secretary & Compliance Officer

11. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and

circulated in advance to the Directors of your Company. The Board of Directors of your Company met 5

(Five) times during the financial year 2023-24. The details of these Meetings are provided in the Corporate

Governance Section of the Annual Report. The maximum time gap between any two consecutive

Meetings did not exceed one hundred and twenty days.

12. BOARD COMMITTEES

The Board had constituted/re-constituted various Committees in compliance with the provisions of the Act
and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of
reference/role of the Committees are taken by the Board

The details of the role and composition of these Committees, including the number of Meetings held during
the financial year and attendance at these Meetings are provided in the Corporate Governance Section
of the Annual Report.

13. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried
out an Annual Evaluation of its own performance, performance of the Independent Directors and the
working of its committees based on the evaluation criteria specified by Nomination and Remuneration
Committee for performance evaluation process of the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board,
Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment,
and delineation of responsibilities to various Committees and effectiveness of Board processes,
information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy
of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such
as attendance, contribution at Board/ Committee Meetings and guidance/support to the management
outside Board/Committee Meetings.

As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and
the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also
discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.

14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and
Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel
and Senior Management Personnel.

The said Policy is available on the Company’s website and can be accessed by weblink www.svtrading.in

15. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a
familiarization program for Independent Directors to familiarize them with their role, rights and

responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization program are explained in the Corporate Governance Report and the
same is also available on the website of the Company and can be accessed by weblink www.svtrading.in

16. INDEPENDENT DIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent
Directors of the Company are required to hold at least one meeting in a financial year without the
attendance of Non-Independent Directors and Members of Management.

During the year under review, Independent Directors met separately on January 19, 2024, inter-alia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company
as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non¬
Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and
the Board that is necessary for the Board to effectively and reasonably perform its duties.

17. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of
independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation
25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for
appointment/re-appointment as Independent Directors on the Board and possess the attributes of
integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) of the Companies
(Accounts) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended on March 31, 2024, the Company has not given any loan or guarantee or
provided security, or made investment pursuant to the provisions of section 186 of the Companies Act,
2013.

19. WHISTLE BLOWERPOLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of
the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and provides for direct access to the Chairman of
the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink www.svtrading.in

20. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration
Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key
Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the
Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment
and retirement of Directors and Senior Management. The Policy broadly lays down the framework in
relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The
Policy also provides for the criteria for determining qualifications, positive attributes and independence of
Director and lays down the framework on Board diversity.

The said Policy is available on the Company’s website and can be accessed by weblink www.svtrading.in

21. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating
procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the
website of the Company. None of the Directors has any pecuniary relationship or transactions vis- d-vis
the Company.

The Company has not entered into any material related party transactions, which needs given in Form
AOC-2 in terms of the provision of section 188(1) including certain arm’s length transactions.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going
concern status of the Company and its future operations.

23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

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 to which the Financial Statements relate and
the date of this Report.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to departures, if
any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the
year ended on that date

iii. proper and sufficient care has been taken 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 annual accounts have been prepared on a “going concern “basis;

v. proper internal financial controls are laid down and such internal financial controls are adequate and
operating effectively;

vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised
and such systems were adequate and operating effectively.

25. STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and
Auditors) Rules, 2014, R Soni & Co., Chartered Accountants (Firm Registration No. (FRN No. 130349W)
were appointed as the Statutory Auditors of the Company on September 23, 2022 for a period of 5 years
i.e., from the conclusion of the 42^nd AGM until the conclusion of the 47^thAGM to be held in the year 2027.

The Auditors’ Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark

Pursuant to the recommendation of the Audit Committee and of the provisions of Section 139(8) of the
Companies Act, 2013, the Board of Directors of the Company, at its Meeting held on August 03, 2024
have approved the appointment of M/s. G R A M AND ASSOCIATES LLP, (FRN: 008850C), as Statutory
Auditors of the Company, to fill the casual vacancy caused due to resignation of M/s R Soni & Co, till the
conclusion of the ensuing 44^th Annual General Meeting, subject to the approval by the Members.

Further the Board of Directors of the Company, on the recommendation of the Audit Committee has
recommended the re-appointment of /s. G R A M AND ASSOCIATES LLP, (FRN: 008850C), as Statutory
Auditors of the Company for a period of five years from the conclusion of ensuing 44^th Annual General
Meeting.

26. REPORTING OF FRAUD

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

27. COST AUDIT AND COST RECORDS

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company during the financial year under review.

28. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the
Company has appointed R M Mimani & Associates LLP, a firm of Company Secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as
Annexure - 1 and forms an integral part of this report.

The Secretarial Auditor’s observations are self-explanatory.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of
Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.

30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules’), during the year under review,
no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF
account

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently
and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorized, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management
along with documented policies, guidelines and procedures.

As per Section 138 of the Companies Act, 2013, the Company has appointed M.H. Parihar & Co.,
Chartered Accountants., as an internal auditor for the year 2023-24 to conduct the internal audit and to
ensure adequacy of the Internal controls, adherence to Company’s policies and ensure statutory and
other compliance through periodical checks and internal audit

Your Auditors have opined that the Company has in, all material respects, maintained adequate internal
financial controls over financial reporting and that they were operating effectively

32. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and
complexity of its operations. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation of reliable
financial information. The Company has adopted accounting policies, which are in line with the Accounting
Standards and the Act

33. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business
risk. Consequently a Business Risk Management framework is in place. The risk management framework
defines the risk management approach of the Company and includes periodic review of such risks and

also documentation, mitigating controls and reporting mechanism of such risks. The framework has
different risk models which help in identifying risks trend, exposure and potential impact analysis at a
Company level as also separately for business.

34. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination
and harassment including sexual harassment. The Company has a well formulated Policy on Prevention
and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address
issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for
the employees and all employees have access to the Policy document and are required to strictly abide
by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable
in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder. During the year 2023-24, no case of Sexual Harassment was reported.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social
Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.

36. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance
related to its activities, products and services. Your Company is taking continuous steps to develop Safer
Process Technologies and Unit Operations and has been investing heavily in areas such as Process
Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under
review.

38. PUBLIC DEPOSITS

The Company has not accepted or renews any deposits, within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

39. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule5 (1), (2) & (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company are given in Annexure - 2 and 3 to this report.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to
your Company for the financial year under review.

41. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2023-24 as stipulated under SEBI (LODR),
Regulations, 2015 has annexed as Annexure -4 of this Report.

42. DISCLOSURE OF AGREEMENTS

Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

43. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the
Shareholders or elsewhere in this Annual Report, describing the Company’s objectives, projections,
estimates and expectations may constitute ‘forward looking statement’ within the meaning of applicable
laws and regulations. Actual results might differ materially from those either expressed or implied in the
statement depending on the Market conditions and circumstances.

44. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all
Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s
valued Investors and all other Business Partners, for their continued co-operation and support extended
during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company
and their continued contribution to promote its development.

By Order of the Board of Directors
For S. V. Trading & Agencies Limited

Sd/- Sd/-

Gopal Lal Paliwal Neelu Kumawat

Place: Mumbai Managing Director Director

Dated: 03^rd August , 2024 DIN: 06522898 DIN: 10061282

---

Mar 31, 2015

Dear Members,

SV Trading and Agencies Limited

The Directors are pleased to present the 35thAnnual Report together with the Audited Financial Statements for the financial year ended March 31, 2015. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

[In Rs.] Particulars Year ended 31st Year ended 31st March 2015 March 2014

Total Revenue 22,535,750 10,869,054

Profit/(Loss) before taxation 6,083,686 (5,131,384)

Less: Tax Expense 1,164,359 -

Profit/(Loss) after tax 4,919,327 (5,131,356)

Add: Balance B/F from the previous year (52,611,738) (47,480,352)

Balance Profit / (Loss) C/F to the next year (47,692,409) (52,611,738)

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2015, your Company reported top-line growth of 107.35% over the previous year. The Gross revenue from operations stood at Rs. 225.35 lacs as compared with Rs. 108.69 lacs in the previous year. The Profit before tax stood at Rs. 60.84 lacs as against loss of Rs. 51.31 lacs in the previous year. The Net Profit for the year stood at Rs. 49.19 lacs against loss of Rs. 51.31 lacs reported in the Previous Year.

3. CORPORATE OVERVIEW

During the year the company is in the business of general trading and investment in shares and securities. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

4. OVERVIEW OF THE ECONOMY AND ANALYSIS

As per the latest GDP growth estimates, Indian economy grew by 7.4% inFY15 compared to 6.9% in FY14, mostly driven by improved economicfundamentals and revision of GDP methodology calculation. Eveninflation showed signs of moderation, a welcome sign - wholesale priceand consumer price inflation declined. Reduced inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policyreforms have already put India on an accelerating growth track an improved the business outlook.

Reforms like e-auctions of coalmines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalledprojects, improve the investment outlook and the ease of doing business in the country. Reformscurrently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc.are expected to provide the requisite thrust for growth in the medium-term.

Opportunities and Challenges

Being a major employer in India coupled with strong industry linkages with the rural economy augurs trading activities as oneof the most significant sectors with an incremental growth potential.Rural economy has seen a spurt in income levels the last few years and this is the right time to promote trade and investment. Being one of the key focus sectors under theGovernment's "Make in India" campaign is a testimony to the huge growthpotential the trading and investment activities. Globally, favourable trade policy reforms would also allow the trade and investment to expand its trade partners,improve its export competitiveness and contribute substantially to thenation's income.

However, the trading and investment are constrained with many challenges including rising costs (wages, inventory and interest costs),intensified competition from other low costcountries and political risk to implement the reforms like GST etc. Such issues need to be addressed to result in unlocking maximum growth potential.

5. DIVIDEND AND RESERVES

In view of the insufficient profit your directors do not recommend any dividend.During the year under review, no amount was transferred to GeneralReserve.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 171,000,000 (Rupees Seventeen crores ten lacs). During the year under review the Company has issued and allotted 17,000,000 equity shares of Rs. 10/- each at par on preferential basis. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2015, the Company has no Subsidiary and Associates Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

9. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, aseparate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditor confirming compliance forms an integral part of this Report.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Manoharbhai P. Joshi Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re- appointment.

During the year Mr. Rajeev Sharma, Mr.Kulbir Singh Pasricha, Mr. Sunil Upadhayay were appointed as additional Director (Non-Executive and Independent) by the Board at its meeting held on May 05, 2014and their appointment as Independent Director for a period of 5 years was confirmed by the members of the Company at the Annual General Meeting held on September 12, 2014.

Ms. Jyotsana Joshi, was appointed as Non-Executive Women Director at the Annual General Meeting held on September 12, 2014.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review, the Company has appointed Mr. Prakash Chandra as Chief Financial Officer (CFO)in terms of the provision of Section of 203 of the Act.

12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

14. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www.svtrading.co.in).

15. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. . The remuneration and nomination policy has been posted on the website of the Company (www.svtrading.co.in).

16. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in terms of the provision of section 188(1) including certain arm's length transactions:

A. Details of contract or arrangement or transactions not at arms' length basis ; Nil

a. Name(s) of the related party and nature of relationship NA

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract /arrangements/transaction including NA the value, if any,

e. Justification for entering into such contract / arrangements/ NA transaction

f. Date(s) of approval by the Board NA

g. Amount paid as advances , if any, NA

h. Date on which special resolution was passed in general meeting NA as required under first proviso to section 188

B. Details of contract or arrangement or transactions at arms' length basis :

a. Name(s) of the related party and nature of Mr. Prakash Chandra relationship (KMP w.e.f. 11.02.2015)

b. Nature of contract /arrangements/transaction Remuneration

c. Duration of contract /arrangements/ transaction 11.02.2015 to 31.03.15

d. Salient terms of contract/arrangements/ Rs. 15,000/- p.m. plus transaction including the value, if any, benefits as per the policy of the Company

e. Date(s) of approval by the Board 11.02.2015

f. Amount paid as advances , if any, NA

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of the Annual Accounts for the year endedMarch 31, 2015, the applicable accounting standards have been followedalong with proper explanation relating to material departures, if any;

ii. and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at March 31, 2015 and of theprofit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls areadequate and were operating effectively; and

vi. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems wereadequate and operating effectively.

19. STATUTORY AUDIT

M/s S. G. Kabra& Co., Chartered Accountants, (Firm Registration No: 104507W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re- appointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s.S.G.Kabra& Co.,that their appointment, if made, would be in conformity with the limits specified in the said Section.

20. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the year under review.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s R M Mimani& Associates LLP, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure - B and forms an integral part of this Report.

The Management comments/observation on the qualifications in the Secretarial Audit Report as under:

The Company has not appointed Managing Director and Company Secretary during the financial year as required under section 203 of the Act.

The Company has appointed and designated Mr. Gopal LalPaliwal as Managing Director of the Company with effect from August 1, 2015 and is in process of the appointing Company Secretary and would be complied the requirement as soon as it find the suitable candidate.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement.

The Board of Directors of the Company had adopted and implemented most of the policies as required under the various laws and listing agreement and will continue to do the same as required in term of the various laws and listing agreement from time to time to ensure compliance of the laws as suggested during the course of audit.

The Company has partial disclose the information/data on its website e as required under the Companies Act, 2013 and listing agreement.

The Board of Directors of the Company noted the same and updated all the disclosure required on the website as suggested during the course of Audit and will ensure that all the disclosure as required under the Companies Act, 2013 and listing agreement made available from time to time in future.

The Company has delayed the filing of certain returns/ forms with the Registrar of Companies. However these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

The Board of Directors of the Company noted the same and will take necessary steps to have systems to avoid such delays in future.

22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis 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.

23. RISK MANAGEMENT

During the year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its foreign exchange risk within the framework laid down. Given the interest rate fluctuations, the Company has adopted a prudentand conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of goods in which it trades. The Company proactively managesthese risks through forward booking, inventory management and proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes andregulations. The Company is mitigating these risks through regular review of legal compliances carried outthrough internal as well as external compliance audits.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.

25. 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 environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention,Prohibition &Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

26. STATUTORY INFORMATION

The information on conservation of energy, technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

The information required under Section 197of the Companies Act,2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are not applicable to the Company during the financial year.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Business Responsibility Reporting as required by Clause 55 of theListing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

27. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

28. APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for thecontribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of SV Trading and Agencies Limited

Gopal LalPaliwal Mr. Manoharbhai P. Joshi Managing Director Director DIN: 06522898 DIN:02208711

Place: Mumbai Dated: August 17, 2015

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2014.

Financial Highlights: (Rs. in lacs) Particulars Current Year Previous Year

Revenue from Operations 15.30 10.45

Other Income 108.20 40.02

Total Revenue 108.69 45.41

Less: Total Expenses 160.0 53.90

Profit(Loss) before Tax (51.31) (8.49)

Tax Expenses 0.00 4.36

Profit / (Loss) for the year (51.31) (12.86)



Dividend:

In view of the losses incurred and based on the future planning your Directors regret their inability to recommend any Dividend for the year under review.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 & other relevant provisions of Companies Act 2013 during the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2014 and of the profit of the Company for that period.

- That 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.

- That the Annual Accounts for the year ended 31st March, 2014 has been prepared on a going concern basis.

Statement Pursuant To Listing Agreement (S):

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

The Scrip code of shares of the company is 503622

The listing fees for the year under review have been paid to BSE.

Directors:

Appointment of New Director

The Board of Directors, at their meeting held on the 27th Feb 2014, have recommended and approved the appointment of Mr. Gopal Lal Paliwal, Mr. Manoharbhai P. Joshi, as Additional Directors of the Company, with effect from the said date, whose term of office is upto the date of this Annual General Meeting in accordance with the applicable provisions of the Articles of Association and the Companies Act, 1956. The matter of appointing them, as regular director, liable to retire by rotation, appears as an Agenda item in the Notice of the 34th Annual General Meeting.

Further the company has received notice under Sec 160 from Mr. Rajeev Sharma, Mr. Kulbir Singh Pascricha & Mr. Sunil Upadhayay proposing their candidature for directorship, the matter of appointing them as Independent directors, not liable to retire by rotation, appears as an agenda item in the notice of the 34th AGM.

Resignation of Director

During the year Mr. Sanjay Jain, Mr. Sharad Toshniwal has resigned from the directorship of the Company. The Board thanks them for their services and support rendered to the company

Auditors:

M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as the statutory auditor in the last AGM uptil the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. Certificate from the auditors has been received to the effect that reappointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the Section 383Aof the Companies Act, 1956, the Certificate of compliance for all the provisions of the Companies Act 1956 by a Secretary in whole time practice will be taken on records.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant tot section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board S/d Manoharbhai P. Joshi Place: Mumbai (Director) Date: 20th August 2014

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Mar 31, 2012

To

The Members

The Directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT together with the Audited Statement of Accounts for the year ended March 31,2012.

Financial Highlights:

Rs. In Lacs

Current Year Previous Year

Gross Profit/(Loss) 48.64 39.53

Less: Interest 32.10 51.15

Depreciation 0.00 0.00

Provision for Income Tax 0.00 0.00

Leaving a Balance 16.54 (11.62)

Balance brought forward from previous year (478.48) (466.86)

Balance carried to balance sheet (461.94) (478.48)

DIVIDEND

Your Directors do not recommend any dividend, for the year, under review.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposit from the public.

PARTICULARS OF EMPLOYEES:

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

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

Since the Company has no manufacturing activities the disclosure of particulars as required under section 217(1)(e) of the Companies Act, 1956 , read with the (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

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

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OFTHE COMPANIES ACT, 1956

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed.

(II) that 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.

(III) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the financial year ended 31s1 March , 2012 on a 'going concern1 basis.

CERTIFICATE OF COMPLIANCE:

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383A of the said Act.

LISTING /TRADING OF SHARES:

Your Company shares are listed with The Bombay Stock Exchange Limited, P.J Towers, Dalai Street, Mumbai - 400001.

The Scrip code of shares of the company is 503622.

The Listing fee for the current year 2012 -2013 has been paid.

DIRECTORS

During the year Shri Rajendra Somani, Shri Surendra Somani and Shri Suresh Parikh has resigned from directorship of the Company. The Board thank for their services and support rendered by them to the company.

The Board of Directors of the Company has appointed Mr. Sanjay Jain and Mr. Sharad Toshniwal as additional directors of the Company.

Necessary resolutions for their appointment as director liable to retire by rotation are incorporated in the Notice convening 32nd Annual General Meeting of the Company.

Mr. Adarsh Somani retires by rotation and being eligible offers themselves for reappointment.

QUALIFICATION BY AUDITORS

The explanation for qualification by Auditors are as below:

a) Although confirmation of balances of sundry debtors, sundry creditors, deposits, loans & advances and unsecured loan is not received, there is no difference in the account balance.

b) The Board is hopeful that the quoted shares will give return as and when the share market is improved hence no diminution is required and with the improved share market accumulated losses will be wiped off.

AUDITORS

The Auditors, M/s. S G Kabra & Co. Chartered Accountants, hold office until the conclusion of the Annual General Meeting and are recommended for re appointment Certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act 1956.

FOR AND ON BEHALF OFTHE BOARD

Place : Mumbai Adarsh Somani

Date : 30th May, 2012 (Director)

Sanjay Jain (Director)

Sharad Toshniwal (Director)

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Mar 31, 2010

The Directors have pleasure in presenting the THIRTHIETH Annual Report together with the Audited Statement of Accounts for the year ended 31st March2010.

FINANCIAL HIGHLIGHTS :

Rs. In Lacs

Current Previous Year Year

Gross Profit/(Loss) 79.52 (188.58)

Less : Interest 55.94 80.80

Depreciation 0.00 0.00

Provision for Income tax 0.00 0.00

Leaving a Balance 23.58 (269.38)

Balance brought forward from previous year (490.44) (221.06)

Balance carried to balance Sheet (466.86) (490.44)

DIVIDEND :

Your Directors do not recommend any dividend, for the year, under review, in view ofJheJossi incurred in the company.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

SUBSIDIARY COMPANY

The statement of Subsidiary Company as required under Section 212 of the Companies Act, 1956 as annexed hereto and form part of this report

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

CONSOLIDATION OF ACCOUNTS:

In accordance with the Accounting Standard 21 issued by ICAI Consolidated Financial Statement forms part of this Report & accounts.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Since the Company has no manufacturing activities the disclosure of particulars as required under Section 217 (1) (e) of the Companies Act 1956, read with the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

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

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

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed.

e) that in the preparation of the accounts for the financial year ended 31st March2010 the applicable accounting standards have been followed

f) that the directors have selected such accounting policies and applied them consistently and made judgement 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.

g) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard of the assets of the company and for preventing and detecting fraud and other irregularities;

h) that the directors have prepared the accounts for the financial year ended 31st March2010 on a going concern basis.

CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383 A of the said Act.

LISITING :

Your Company is listed with The Bombay Stock Exchange Limited P.J. Towers, Dalai Street, Mumbai 400 001.

DIRECTORS :

Shri Suresh Parikh & Shri Bhairavdas Mimnai Director of the Company retires by rotation under the Companys Articles of Association and is eligible for re-appointment

AUDITORS :

Members are requested to appoint Auditors for the current year and fix their remuneration, M/s. S. G. Kabra & Co. Chartered Accountants, the existing Auditors have informed their eligibility for re- appointment.

QUALIFICATION BY AUDITORS

The observation of auditors in their Report on the Accounts read with relevant note is self explanatory.

For and on behalf of the Board

RAJENDRA SOMANI (DIRECTOR)

SURENDRA SOMANI (DIRECTOR)

ADARSH SOMANI (DIRECTOR)

Place : Mumbai

Date : 2nd September2010